Return of Private Foundation Form 99Q-PF OMB No 1545-0052 or Section 4947(a){1) Trust Treated as Private Foundation 2013 llJ- D? not enter Social Security numbers on this form as it may be made public . Oepanment of 1he Treasury ln1ernal Revenue Service llJ- Information about Form 990-PF and its se arate instructions is at www.irs. ov/form 990 f. For calendar year 2013 or tax year beginning and ending ' Name of founda11on The Cyn t hi a Fou nd a tion & A George Mitchell I Number and street (or P 0 box number d ma1l 1s not deliv ered to stree1 address) p 0 Bo x 893 7 G Check all that apply: § g Initial return of a former public charity Amended return Address change QJ c: QJ > QJ a::: gi rn c: QJ c. )( w QJ > cu +:: ... ..... .~c: ·-E 'O ct 'O c: cu Cl c: cu +:: ... QJ c. Analysis of Revenue and Expenses (The total of am ounts 111 columns (b), (c). and (d) m ay not neces sanly equal the amounls 1n column (a) (see instrucuons)) 1 2 3 4 Sa b Contributions, gifts, grants, etc., received (attach schedule) Check llJif the foundation is not required to attach Sch. ~ Interest on savings and temporary cash investments Dividends and interest from securities Gross rents Net rental income or (loss) 6a b Net gain or (loss) from sale of assets not on line 7 8 Capital gain net income (from Part IV, line 2) 9 10a b c 11 12 13 14 15 16a b c 17 18 19 20 21 22 23 24 0 1. Foreign orga rnzat1ons. check here ... 85% 1es1, check here and attach computallon (a) Revenue and expenses per books E If pnvate foundauon status wa s 1erminated under section 507(b)( 1)(A). check here F If the foundauon 1s 1n a 60·m onth term1na11on under sec11on 507(b)( 1)(B). check here (b) Net inves1ment (c) Ad1usted ne1 income income D D .. c .. o ... D (d) 01sbursemen1s for chantable purposes (cash basis o'!!tl_ 17 , 665 18 1 , 2 8 4_1_ 1 6 9 18 1 , 284 , 1 6 9 ....... 9 , 44 0 , 00 3 .......... 0 Tl'~...-.l .... ~a I r Less: Cost of goods sold Gross profit or (loss) (attach schedule) Other income (attach schedule) Stmt ~ ~n-- ~ 1 Total. Add lines 1 throl!9,h 11 Compensation of officers, directors, trustees. etc. Other employee salaries and w ages Pension plans, employee benefits Legal fees (attach schedu le) Se (2 . Stmt 2 Accounting fees (attach schedule) Stmt 3 Other professional fees (attach schedule) St mt 4 Interest Taxes (attach schedule) (see instructions) Stmt 5 Depreciation (attach schedule) and depletion St mt 6 Occupancy .. Travel, conferences , and meetings Printing and publications St!l1t 7 Total operating and administrative expenses. Add lines 13 through 23 25 Contributions, gifts , gran ts paid 0 26 Total e~e n ses and disbursements. Add lines 24 and 25 Subtract line 26 from line 12: 27 a Excess of revenue over expenses and disbursements b Net investment income (if negative, enter -0-) c Adjusted net income_Lif n~ative , enter -0-l For Paperwork Reduction Act Notice, see instruct ions. DAA 0 9_L 44 0_1_ 00 3 10 Net short-term capital gain Income modifications Other expenses (art. sch.) ... 26 , 23 4 , 277 Gross sales price for all assets on line 6a Gross sales less return s and allowances If exem puon appl1ca11on 1s pending, check here 2. Foreign organizations meeting the 0 ::l c .__ Name change H Check type of organization:~ Section 501 (c)(3) exempt private foundation Section 494lli1.Ul nonexem_Qj charitable trustn Other taxable private foundation I Fair market value of all assets at J Accounting method: ~ Cash Accrual end of year (from Part II, col. (c). Other (specify) line 1~ 11J- S 114-L. 2 2 7 805 jPart I, column_Lcflmust be on cash basis.) Part I T elephone number (see 1nstruc11ons) 71 3 - 377 - 50 6 0 TX 773 87 l olU•I ' et"m Final return Empl oyer idon111icatlon number 74 - 2 170127 B Room/suite City or 1own, stale or province. country, and ZIP or fore ign poslal code The Woodlands Open to Public Inspection - 655 074 10 , 086 78 1 147 , 0 62 195 , 565 78 407 1 558 34 116 1 , 11 1 2 54 T1' ...- 10 724 , 1 90 - 655 , 07 4 - 65 5 , 07 4 147 , 0 62 195 , 5 65 78 , 407 1 , 558 3 4_1_ 11 6 1 111_1_ 254 493 212 , 155 28 , 48 3 58 , 7 64 116 , 697 58 , 764 116 , 69 7 243_1_ 493 243 493 2 , 227 , 554 14 , 28 7 681 16 , 5 15 23 5 0 0 0 0 1 , 987 , 409 1 4...L 2 8 7_L 6 8 1 16 , 275 , 09 0 - 6 , 428 , 454 10 , 724 , 190 0 Form 990-PF (2013) Form 990-PF_(201 ~ The C_ynthia & Georoe Mitchel l 74 - 21 70127 B alan ce S heets Attached schedules and amounts '" the descr1pt1oncolumn Part II should be for end-of.year amounts only (See 1ns1ruc11ons ) 1 Cash 2 3 Savings and temporary cash investments Accounts receivable ..,. 4 Pledges receivable .... P~e B~innin_g of year (a) Book Value non-interest-bearing 2 End o~ear (b) Book Value (c) Fair Market Value 456 , 157 2 , 589_L 934 670 , 482 9 , 997 , 043 670 , 482 9 , 997 , 043 39 , 784 577 29 2 4 6 , 564 7 6 , 0 49_L 614 2 , 135 2 6 , 512 , 327 1 8 , 092 27 492 , 574 18 , 092 2 7..L 4 92..l. 5 74 69 345 , 130 2 953 67 424 , 755 114 227 , 805 4 , 286 Less: allowance for doubtful accounts .... Less : allowance for doubtful accounts ..,. 5 Grants receivable 6 Receivables due from officers. directors, trustees. and other disqualified persons (attach schedule) (see instructions) I/) ..... Ql 7 Other notes and loans receivable (alt. schedule) .... 8 Less: allowance for doubtful accounts .... Inventories for sale or use 0 9 Prepaid expenses and deferred charges 10a Investments - U.S. and state government obligations (attach schedule) I/) I/) < b Investments - corporate stock (attach schedule) c Investments - corporate bonds (attach schedule) 11 See Stmt 8 Investments - land, buildings, and equipment: basis .... Less: accumulated depreciation (attach sch.) .... 12 Investments - mortgage loans 13 Investments - other (attach schedule) 14 Land, buildings, and equipment basis .... Less: accumulated depreciation (attach sch.) .... 89 , 93 5 S tm t 9 71 , 843 See Statement 10 ) 15 Other assets (describe .... 16 Total assets (to be completed by all filers - see the 17 Accounts payable and accrued expenses 18 G""'' '"'ble Deferred revenue instructions. A lso, see _Q_~e 1, item I}_ I/) 19 Ql :e .c ('ti ::i )~ rt 20 Loans from officers, directors, trustees, and other 21 Mortgages and other notes payable (attach schedule) 22 Other liabilities (describe ..,. 23 Total lia bilities _(_add lines 17 through 2~ @ Q~ disq~ - p Ql 0 c: 24 ..!!! ('ti Ol -0 c: Temporarily restricted 26 Permanently restricted ..... 0 .!!l Ql I/) I/) < .....Ql z ) .. 1 , 752 , 953 4 , 286 67 5 92 , 177 67 , 5 92 , 177 6 7 , 420 , 46 9 67 , 420 , 469 69 345 , 130 67 , 424_, 755 .... .. .... [Xl Foundations that do not follow SFAS 117, check here and complete lines 27 through 31 . :J 1 , 750 , 000 Unrestricted 25 u. r ons Foundations that follow SFAS 117, check here and complete lines 24 through 26 and lines 30 and 31. I/) T 27 Capital stock, trust principal, or current funds 28 .. 29 Paid-in or capital surplus, or land , bldg ., and equipment fund Retained earnings, accumulated income, endow ment. or other funds 30 Total net assets or fund balances (see instructions) 31 Tota l liabilities and net assets/fund balances (see instructio n ~ p a rt Ill e sset s or Fu n dB a Iances In NtA 1 Total net assets or fund balances at beginning of ye ar - P art 11 , column (a}, line 30 (must agree with end-of-year figure reported on prior year's return ) 2 Enter amount from Part I, line 27a .. A naJ.YSIS 0 f Ch a1!.9.eS ..,.See Statement 11 3 Other increases not included in line 2 (itemize) 4 Add lines 1, 2, and 3 5 Decreases not included in line 2 (itemize) .,.. 6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column_(ti}. line 30 . ..... ... 1 2 3 4 5 6 67 , 592 , 177 - 6_L 4 2 8 t 4 5 4 6 , 256 , 74 6 67 , 420 , 469 67..L 420..L 469 Form OAA 990-PF (2013) Pa rt IV 74 - 2170 127 The Cyn t h ia & Geor g e Mitche l l Form 990-PF (20 13) (a) List and describe the k1nd(s) of propeny sold (e g , real estate, 2-story brick warehouse, or common stock, 200 shs MLC Co ) 4 41.L 668 s h De von sold Van_g_uard Prime MM 1a b Page 3 C a_Q1'ta I Gams and Losses for Tax on Investment Income (b) How acquired P - Purchase D - Donation (c) Date acquired (mo , day, yr ) (d) Date sold (mo . day, yr ) D 121 27/ 07 12L311 13 on various dd c d e (f) Depreciation allowed (or allowable) (e) Gross sales price (g) Cost or other basis plus expense of sale 26 234 , 0 5 6 22 1 a b (h) Gain or (loss) (e) plus (f) minus (g) 16 794.L 274 9 439_,__ 782 221 c d e Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 U) Adjusted basis (i) F.M.V. as of 12/31169 (I) Gains (Col (h) gain minus col (k), but not less than -0·) or Losses (from col. (h)) (k) Exce ss of col (1) over col. 0). 1f any as of 12/31169 9 439 782 221 a b c d I e 2 . . . . c,,,,,, '"" oot moom• " (oot "'''"' ''") ........... \J~ If gain, also enter in Part I, line 7 ~ ~ ~)~ I1 (loss), enter -0- in Part I, line 7 _ • -. [ 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): 9 440.L 003 2 "".: If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in } 3 Part I, line 8 Part V Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.) If section 4940(d)(2) applies, leave this part blank. 0 Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes [Rl No If "Yes," the foundation does not qualify under section 4940(e) . Do not complete this part. 1 Enter the appropriate amount in each column for each year· see the instructions before making any entries (a) Base period years Calendar year (or tax year beginning 1n) 14 94 3 12 34 8 11.L. 2 95 14.L 419 1o..L 4 5 6 2012 2011 2010 2009 2008 136 81 8 151 025 138 , 419 137 , 138 210.L. 162 534 60 6 544 221 558 2 Total of line 1, column (d) .. . . .. .. . . .. 3 Average distribution ratio for the 5-yea r base period - divide the total on line 2 by 5, or by the number of yea rs the foundation has been in existence if less than 5 yea rs 1 57 333 296 064 838 . . 4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5 5 Multiply line 4 by line 3 . .. . ... 6 Enter 1% of net investment income (1% of Part I, line 27b) 7 Add lines 5 and 6 ... (d) Distribution ratto (col. (b) divided by col. (c)) (c) Net value of nonchantable-use assets (b) Adjusted qualifying distri butions . . ..... .. ... .. . .. .. 0 . 1 09222 0. 081765 0 . 081604 0 . 105144 0 . 049755 2 0 . 42 7 490 3 0 . 085498 4 89 022 637 5 7 611_,__ 257 6 1 07 242 7 7_,__ 718 499 8 8 Enter qualifying distributions from Part XII, line 4 . .. . If line 8 is equal to or greater than line 7, check the box in Part V I, line 1b, and complete that part using a 1% tax rate. See the 1 6.L 878 273 Part VI instructions. Form DAA 990-PF (2013) Form990-PF (2013) Part VI 1a The Cy nthia c Georg e Mitche l l Exempt operating found_atio_n s described in section 4940(d)(2), check here Date of ruling or determ1nat1on letter: b & 74 - 2170 1 27 j Page 4 Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e) , or 4948 - see instructions) .. . L and enter "NIA" on line 1. (attach copy of letter if necessary-see instructions Domestic foundations that meet the section 4940(e) requirements in Part V . check here .,.. and enter 1 % of Part I, line 27b 1 1O7 2 4 2 2 3 4 5 0 _L 1-.:...._t----~1......!.....L-'"'-.3'-=. [XJ All other domestic foundations enter 2% of line 27b . Exempt foreign organizations enter 4% of Part I, line 12, col. (b). 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 3 Add lines 1 and 2 4 Subtitle A (income) tax (domestic section 4947(a)( 1) trusts and taxable foundations only. Others enter -0-) 5 6 Tax based on investment income. Subtract line 4 from line 3. If zero or less. enter -0- 0 Credits/Payments: a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 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 8 Enter any penalty for underpayment of estimated tax . Check he(X if Form 2220 is attached 9 182 , 636 25 , 000 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed .... 7 8 9 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid .... 10 11 Enter the amount of line 10 to be: Credited to 2014 estimated tax .,.. Refunded .,.. 11 Part VII-A 1a 10 0 3 9 4 1 oo_L 394 Statements Re_g_arding Activities During the tax year. did the foundation attempt to influence any national, state, or local legislation or did it Yes participate or intervene in any political campaign? b 207 636 X 1b x 1c X 2 x 3 x Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions for the definition)? d~tailed description of the activities and copies of ~ ls published o r distributed by the foundation in connection with the activities. ~ 0 No 1a If the answer is "Yes" to 1a or 1b, attach a ~ ~ c Did the foundation file Form 1120-POL for this year? d Enter the amount (if any) of tax on political expenditures (section 4955) impose~g t e yea r: (1 ) On the foundation . .... S (2) On foundation manag~rs . .... S _ _ _ _ _ _ _ __ e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed 2 on foundation managers . ..,. S - - - - - - - - Has the foundation engaged in any activitie s that have not previously been reported to the IRS? 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 4a Did the foundation have unrelated business gross income of S1 ,000 or more during the year? incorporation , or bylaws , or other similar instruments? If "Yes." attach a conformed copy of the changes b If "Yes." has it filed a tax return on Form 990-T for this year? 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either: x NI A l-'-'4b;;.....+---+-5 x 4a If 'Yes." attach the statement required by General Instruction T. • By language in the governing instrument, or • By state legislation that effectively amends the governing instrument so that no mandatory directions that 7 conflict with the state law remain in the governing instrument? Did the foundation have at least 55.000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV Ba Enter the states to which the foundation reports or with which it is reg istered (see instructions) .,.. 7 x x Bb X 6 TX . . .. 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 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942U)(3) or 1o complete Part X IV Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their 4942U)(5) for calendar yea r 2013 or the taxable year beginn ing in 2013 (see instructions for Part XIV)? If "Yes," names and addresses 9 x 10 x Form DAA 990-PF (2013) Form990-PF(2013l Part VII-A The Cvnthia & Georae Mitchell 74 - 2170127 Page At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the 11 13 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~ disqualifi~d 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? 14 Website address IJJ. cgm f .·.org The books are in care of IJJ. John 12 5 Statements Re_g_ardin!'.1 Activitiesicontinued) P. 0 . P_lanchard Box 8937 Telephone no. IJJ. 15 Located at IJJ. The Woodlands TX Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here ZIP+4 IJJ. 16 and enter the amount of tax-exempt interest received or accrued during the year .... At any time during calenda r year 2013, did the foundation have an interest in or a signatu re or other authority 11 x 12 13 x x 7 13 - 377 - 508.5 77387 I 15 I L.......:c.::.._'--~~~~~~~~ over a bank, securities, or other financial account in a foreign country? See the instructions for exceptions and filing requirements for Form TD F 90-22.1 . If "Yes," enter the name of TYes No Yes No I 16 x the foreign country IJJ. Part Vll-B Statements Re_g_ardin_g_Activ1t1es for Which Form 4720 Ma_y_ Be Re_quired File Form 4720 if any item is checked in the "Yes" column, unless an exception applies. 1a During the year did the foundation (either directly or indirectly): (1) Engage in the sale or exchange , or leasing of property with a disqualified person? (2) Borrow money from, lend money to , or otherwise extend credit to (or accept it from) a LJ disqualified person? (3) Furnish goods, services , or facilities to (or accept them from) a disqualified person? (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? (6) Agree to pay money or property to a government official? (Exception. C~No" if the foundation ag reed to make a grant to or to employ the official for a perio~ (()\~ [R: No D Yes IX! No D No Yes b termination of government service , if terminating within 90 days.) If any answer is "Yes" to 1a(1 )-(6), did any of the acts fail to qualify under the c 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 Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts, that exc~ ·~ Yes Regulations a operating foundation defined in section 49420)(3) or 49420)(5)): At the end of tax year 2013, did the foundation have any undistributed income (lines 6d and 6e, Part XIII} for tax year(s) beginning before 2013? b c 3a b 4a b 0 Yes If "Yes," list the years IJJ. 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 1b D at any time during the year? Yes If "Yes," did it have excess bus iness holdings in 2013 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 Sched ule C, Form 4720, to determine if the .. .. foundation had excess business holdings in 2013.) Did the foundation invest during the year any amount in a manner that wou ld jeopardize its charitable purposes? Did the foundation make any investment in a prior year (but after December 31 , 1969) that could jeopardize its charitable Q_urpose that had not been removed from jeq_Q_ard_y_before the first day of the tax_y_ear beginn ing_ in 201 3? fX1 No NI A IX! 1--2=b: .....o--+-- No N I I\ l--=-' 3b~--+-4a x 4b x Form DAA x N /A l---'-1c~--+-- were not corrected before the first day of the tax year beginning in 2013? Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private 2 X 990-PF (2013) Form990-PF (2013l Part Vll-8 Sa The Cvnthia & Georae Mitc he ll 74 - 2170127 During the year did the foundation pay or incur any amount to : ~ (1) Carry on propaganda , or otherwise attempt to influence legislation (section 4945(e))? (2) Influence the outcome of any specific public election (see section 4955); or to carry on , directly or indirectly, any voter registration drive? Yes c Yes (3) Provide a grant to an individual for travel, study, or other similar purposes? (4) Provide a grant to an organization other than a charitable, etc., organization described in purposes, or for the prevention of cruelty to children or animals? No Yes ~ No LJ Yes x No If any answer is "Yes" to 5a(1 )-(5), did any of the transactions fail to qualify under the exceptions described in NIE> Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? Sb .... Organizations relying on a current notice regarding disaster assistance check here c No tX, (5) Provide for any purpose other than religious . charitab le, scientific, literary, or educational b No Yes [] section 509(a)(1 ), (2), or (3), or section 4940(d}(2)? (see instructions) x x ,........ 6 Paoe Statements Reqarding Activities for Which Form 4720 May Be Re__guired]continued) If the answer is "Yes" to question 5a(4 ), does the foundation claim exemption from the tax N/A because it maintained expenditure responsibility for the grant? J Yes ] No l Yes :R: No If "Yes," attach the statement required by Regulations section 53.4945-5(d). 6a b Did the foundation. during the year, receive any funds , directly or indirectly, to pay premiums on a personal benefit contract? Did the foundation, du ring the year, pay premiums, directly or indirectly, on a personal benefit contract? x 6b If "Yes" to 6b , file Form 8870. 7a b I] At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? Yes If "Yes." did the foundation receive any proceeds or have any net income attributable to the transaction? Part VIII XJ No - N/A 7b Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors List all officers, directors, t rustees, foundation managers and their compen sation (see instructions). (b) Title. (a) Name and average hours per week devoted to position and address (c ) Compensation (If not paid, enter -0·) (d) Conln1luLons lo employee benefit (e) Expense account, plans and deferred other allowances compensation See Statement 12 2 Compensation of five highest-paid employees (other than those include d on line 1 - see instructions). If none, enter " NONE " Mary L. Hastings The \·/oodlands P O Box 8937 TX 77387 and average hours per week devoted to position (d) Contribubons to (b) Title. (a) Name and address of each employee paid more 1han $50.000 (c) Compensation employee benefit (e) Expense account, plans and deferred other allowances compensation Env . Program 40 . 00 164 088 15 182 .... ] Total number of other employees paid over $50,000 Form DAA 0 0 990-PF (20131 Form 990-PF (2013) Part VIII 3 The Cy nthia & Georg e Mitchell 74 - 217012 7 Page 7 Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 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 Vianovo .. 327 Con_g_ress Nelson H .Nease , P . C . 408 West 14th St . Enterpri.se Risk (:cmsulting LLC 551 w. Cordova Road ... Aust in TX 78701 Austin TX 78701 Santa Fe NM 87506 (b) Type of service .. (c) Compensation See Attached 590 , 000 Ad hoc advisor 200 , 000 See Attached 70 , 000 .... ~ Total number of others receiving over $50,000 for professional services Part IX-A 0 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 1 Texas A&M Foundation - MIFPA & GMT Consortium 2 Carn~g~e . Expenses 7 , 576 , 500 Institution of W?shington - Giant Magellan Telescope Consortium 2 , 500 , 000 3 . u~iv~ ~~~tY . ~t Texas . at Austin - A project related to ~Dd Intergrating Sustainabilit_y i n to Hi_g_her Education Capitql of Texas Vietnam Veterans Memorial Inc . Constr.uction.. of the Vietnam Vetera ns. ~orial Monument N~tµ~~l .. Ga ~~ . the . Energy ~W?ter ~ N~~us , 4 63 1 000 500 000 Part IX-B Summa_ry of Pro_g_ram-Related lnvestmentslsee~_.l!W~ ~~ Q l.Il . . ,. ..., Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2 1 N/A .. Amount }f 2 All other program-related investments. See instructions. 3 Total. Add lines 1 throu_g_h 3 Form OAA 990-PF (2013) Form990-PF (201_3l _Th e Part X 1 a b c d e 2 3 4 5 6 Cy nthia & Geor g e Mitchell 7 4 - 21 70127 Pag e 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 Ave rage of monthly cash balances Fair market value of all other assets (see instructions) Total (add lines 1a, b, and c) .. Reduction claimed for blockage or other factors reported on lines 1a and 1c (attach detailed explanation) 1e Acquisition indebtedness applicable to line 1 assets Subtract line 2 from line 1d Cash deemed held for charitable activities. Enter 1Y:.% of line 3 (for greater amount, see instructions) I I Minimum investment return. Enter 5% of line 5 1 2a b c 3 4 5 6 7 1 a b 2 3 a b 4 5 6 86 076..L 624 4 30 l ..L 688 0 90 378..L 312 2 3 0 90 37 8..L 312 4 5 6 l _,_ 355 675 89..L 022 637 4..L 4 51 132 1 4-L 451..L 132 Distributable Amount (see instructions) (Section 4942Gl(3) and U)(5) private operating and do not complete this part.) foundations and certain fore_jg_n om_anizations check here ..,. Minimum investment return from Part X, line 6 Tax on investment income for 2013 from Part VI, line 5 Income tax for 2013. (This does not include the tax from Part VI.) l 10 7 242 2aJ [ 2b} 2c 3 4 5 6 Add lines 2a and 2b Distributable amount before adjustments. Subtract line 2c from line 1 R•ro"' '" of •mo""""""'" q"'lifyiog ""'iboliooo ~ @ Add lines 3 and 4 . . Deduction from distributable amount (see instructions) Distributable amount as adjusted. Subtract line 6 from line 5. Enter here a{ n .. . rn 1 line 1 Part XII 1a 1b 1c 1d 0 . .. .. Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4 Part XI 8 Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.) Qualifying Distributions (see instructions)" ©~ . ' 107..L 242 4-L 34 3 890 4 343 890 XIII , . .. 7 4 343 890 Amounts paid (including administrative expenses) to accomplish charitable. etc .. purposes: Expenses. contributions, gifts. etc. - total from Part I. column (d), line 26 Program-related investments - total from Part IX-B Amounts paid to acquire assets used (or held for use) directly in carrying out cha ritable, etc .. 1a 1b purposes Amounts set aside for specific charitable projects that satisfy the: 2 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 V. line 8, and Part XII I, line 4 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income. Ja Jb 4 5 Enter 1% of Part I, line 27b (see instructions) 6 Adjusted qualifying distributions. Subtract line 5 from line 4 Note.The amount on line 6 will be used in Part V, co lumn (b) , in subseq uent years when ca lculating whether the foundation 16 275 090 603_L 183 16..L 87 8 273 10 7 242 16..L 771 03 1 qualifies for the section 4940(e) reduction of tax in those years . Form DAA 990-PF (2013) Form990-PF (2013) Part XIII The Cy nthia & Distributable amount for 2013 from Part XI , 1 2 a b 3 a b c 7 4- 2170 1 27 Georg e Mitchell Paqe 9 Undistributed lncomejsee instructions} (a) (b) (c) (d) Corpus Years prior to 2012 2012 2013 4 , 343 , 890 line 7 Undistributed income, if any, as of the end of 2013: Enter amount for 2012 only Total for prior years:20 _ _ • 20 ' 20 Excess distributions carryover. if any, to 201 3: From 2008 7 4 2 O_, From 2009 From 2010 4 400 -- -- 914 711 5 , 041 , 777 8 , 401 , 112 d From 2011 e From 2012 f Total of lines 3a through e Qualifying distributions for 2013 from Part XII , 4 25 , 264 , 514 s 16 , 878 , 273 line 4: .,,.. a Applied to 2012, but not more than line 2a 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 2013 distributable amount e Remaining amount distributed out of corpus 4 , 343..L 890 12 , 534 , 383 5 Excess distributions carryover applied to 201 3 (If an amount appears in column (d), the same amount must be shown in column (a).) 6 Enter 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 __,...._ ©©[fa>~ 37 , 798 , 897 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 2012. Subtract line 4a from line 2a. Taxable amount - see instructions f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 Amounts treated as distributions out of corpus 7 to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) 8 9 10 a b c d e Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a Analysis of line 9: 7.. 1. Excess from 2009 Excess from 2010 Excess from 2011 Excess from 2012 Excess from 2013 0 37 , 798 897 420 , 914 4...L 400 , 711 5 , 041 777 8 , 401 , 112 12 534...L 383 Form OAA 990-PF (2013) Form990-PF(2013l 1a b 2a b c d The Cy nthia & George Mitchell 74 - 2170127 If the foundation has received a ruling or determination letter that it is a private operating .,.. foundation. and the ruling is effective for 2013, enter the date of the ruling Ch eckb ox to .in d.1cate w het her the foundat1on 1s a_Q!"ivate ~erating_ foundation described in secti1 4942(j)(3l or Enter the lesser of the adjusted net Tax_Y.ear Prior 3_y_ears (a) 2013 income from Part I or the minimum (b) 2012 (c ) 2011 (d) 2010 investment return from Part X for each year listed 85% of line 2a Qualifying distributions from Part XII, line 4 for each year listed Amounts included in line 2c not used directly Page 10 4942(j){51 (c) To tal for active conduct of exempt activities e 3 a b c Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ... Complete 3a, b, or c for the alternative test relied upon: "Assets" alternative test - enter: (1) Value of all assets (2) Value of assets qualifying under section 4942(j)(3)(B)(i) "Endowment" alternative test - enter 2 3 of minimum investment return shown i Part X, line 6 for each year listed "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) ~ u ~ ~\~u (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 _1_4}_ Gross investment income Part XV a Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year- see instructions.) Information Regarding Foundation Managers: List 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).) N A b List 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. NA 2 a Information Regardi ng Cont ribution, Grant, Gift, Loan, Sch olarshi p, etc., Prog rams: Check here .,.. 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. (see instructions) to individuals or organizations under J other conditions, complete items 2a, b. c. and d. The name, address, and telephone number or e-mail address of the person to whom applications should be addressed : The Cynthia & George Mitchell Fdn 713 - 377 - 5060 P O Box 8937 The Woodlands TX 77387 b The form in which applications should be submitted and information and materials they should include : c Any submission deadlines: d Any restrictions or limitations on awards. such as by geographical areas, charitable fields, kinds of institutions, or other See Statement 13 N A factors: See Statement 14 OM Form 990-PF (2013) Form 990-PF (2013) The Cy nthia & Geo roe Mi tche 11 74 - 2170127 Page 11 Part XV Supplementary Information (continued) 3 Grants and Contributions Paid During_ the Year or Approved for Future Payment Recipient I Name and address home or business} a If recrpient is an 1ndiv1dual, show any relationship to any foundation manager or substantial contributor Foundation status of recrp1ent Purpose of grant or contt1butron Amount Paid during the year See Statement 15 14 , 287 , 681 b Total Approved for future payment 91> 3a 14 287 681 N/A Total DAA .... 3b Form 990-PF (2013) Form990-PF (2013) Pa rt XVI -A The Cy nthia & Georg e Mitchell 74 - 2170127 Page 12 A na!Y_SIS I 0 f I ncome- Pro d ucm_g_ Activities Enter gross amounts unless otherwise indicated. (a) Business code 1 Program service revenue : a Cooks Branch b Excluded by section 512. 513, or 514 Unrelated business income (c) (b) Amount (e) Related or exempt (d) Amount Exclusion code runct1on income (See 1nstruct1ons ) Cons ervanc y 13 Fees and contracts from government agencies Membership dues and assessments Interest on savings and temporary cash investments Dividends and interest from securities Net rental income or (loss) from real estate: a Debt-financed property 14 25 18 1 , 284 , 169 18 9 , 439 , 782 30 30 - 2 , 162 - 652 , 912 c d e f g 2 3 4 5 b Not debt-financed property 6 Net rental income or (loss) from personal property 7 Othe r investment income 8 Gain or (loss) from sales of assets other than inventory 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory 11 Other revenue: a b Coo ks Branch Conserv c --- ~ 221 ~~_:u_ l\....!1\~\,.l . GP Int Coo ks Branch Co n serv . Ltd - PtJ: d e 12 Subtotal. Add columns (b), (d), and (e) 13 Total. Add line 12, columns (b), (d), and (e) (See worksheet in line 13 instructions to verify calculations.) Part XVl-B Line No. ~ ll c 0 10 0 68 , 895 221 13 _ ___,;;1;...:o;...i.,-=0-=6'-"9"""",....;;;1....;;;1~ 6 Relationship_o f Activities to the AccomJ)lishment of Exemp_t Purn_oses Explain be low how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accom_e!ishment of the foundation 's exem~...E_u~oses (other than ~ov idi r~_g__funds for such ...E_U~ose~_lSee instructionsl Co n serv at i on Form DAA 990-PF (2013) Form 990-PF (2013) Part XVII The Cy nthi a & Georae Mitchell 74 - 2170127 Page 13 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exem t Or anizations Did the organization directly or indirectly engage in any of the following with any other organ ization described in section 501 (c) of the Code (other than section 50 1(c)(3) organizations) or in section 527 , relating to political organ izations? Yes a Transfers from the reporting foundation to a noncharitable exempt organization of: (1) Cash (2) Other assets b Other transactions: (1) Sales of assets to a noncharitable exempt organization (2) Purchases of assets from a noncharitable exempt organization No X X 1a 1 1a 2 x x x x x x x (3) Rental of facilities. equipment, or other assets (4) Reimbu rsement arrangements (5) l oans or loan guarantees (6) Performance of services or membership or fundraising solicitations c Sharing of facilities, equipment. mailing lists. other assets , or paid employees 1c 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 give n by the reporting foundation. If the foundation received less than fair market value in an transaction or sharin_g_arrallQ_ement. show in columnldlthe value of the_g_oods , other assets. or se rvices received. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers. transactions. and sharing arrangements (•)Line no N_LA ~ ~LC.t\l_D_]_S'I ~ TIL&C ~ ~ --- 2a Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527? b If "Yes. com_Q!Iete th e f0 IIOWlllQ_ SChed uIe. (b) Type of organization (c) Descr1p11on of relat1onsh1p (a) Name of organization Yes X No N_LA 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 1nstruct1ons)? ~ l Signature of officer or trustee PrinVType prepare(s name Paid J ames B Hr Preparer Firm's name ~ Use Only Firm's address ~ Dato ~ [XJ Yes = No Pres i dent Title Date Prepare(s signature Check C 1f self.employed u z ek Conklin Hruzek & Co . P . C . 801 Travis , Suite 2050 Houston TX 77002 ...L. PTIN Firm's EIN Phone no ~ P00436814 7 4-1896110 713-224 - 230 0 Form 990-PF (2013) DAA Schedule B Depanment of the Treasury Internal Revenue service OMB No 1545-004 7 Schedule of Contributors (Form 990, 990-EZ, or 990-PF) .,.. Attach to Form 990, Form 990-EZ, or Form 990-PF. ~ Information about Schedule B 1Form 990 990-EZ 990-PFl and its instructions is at www.irs.gov/form990 11 Name of the organization 2013 Employer identification number The Cynt h ia & Geo rg e Mitchell Fou nda t ion 7 4- 2 1 70127 Organization type (check one): Filers of: Form 990 or 990-EZ Form 990-PF Section: ) (enter number) organization D 501 (c)( 0 4947(a)(1) nonexempt cha ritable trust not treated as a private foundation 0 527 political organization [RJ 0 0 501 (c)(3) exempt private foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation 501 (c)(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. Note. Only a section 501 (c)(7), (8), or (10) organization can check boxes for both the General Ru instructions. and a Special Rule. See General Rule :z.J For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, 55,000 or more (in money or property) from any one contributor. Complete Parts I and II. Special Rules 0 For a section 501 (c)(3) organization filing Form 990 or 990-EZ that met the 33 113 % support test of the reg ulation s under sections 509(a)( 1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the greater of (1) $5 ,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h. or (ii) Form 990-EZ, line 1. Complete Parts I and II. C 1 For a section 501 (c)(7) , (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year, total contributions of more than $1 ,000 for use exclusively for religious , charitable , scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, 11, and Ill. For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990- EZ that received from any one contributor, during the year, contributions for use exclusively for religious, charitable. etc., purposes, but th ese contributions did not total to more than S1,000. If this box is checked , enter here the total contributions that were received during the year for an exclusively religious, charitable, etc.. purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5 ,000 or more during the year Ill> $ Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer " No" on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ or on its Form 990-PF, Part I, line 2, to certify that ii does not meet the filing requirements of Schedu le B (Form 990, 990-EZ, or 990-PF). For Paperwork Reduction Act Notice, see the Ins tructions for Form 990, 990-EZ, or 990-PF. DAA Schedule B (Form 990, 990-EZ, or 990-PF) (2013) Schedule B Fonn 990. 990-EZ. or 990-PF 2013) Name of organization Pa e Emp loyer identification number The C nthia & Geor e Mitchell Part I 74 - 2170127 Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. (a) (b) Name address and ZIP+ 4 No. 1 2 (c) Total contributions x George P . Mitchell p 0 Box 8937 The Wood lands (d) 'IYE,e of contribution TX 77387 s 1 7 I 6 65 (a) (b) (c) No. Name address and ZIP+ 4 Total contributions Person Payroll Noncash (Complete Part II for noncash contributions,) (d) IYE,e of contribution Person Fl Payroll Non cash (Complete Part II for s .. .. noncash contributions.) (a) (b) No. Name address and Z IP+ 4 . . .. ... . ... . . . .. fL (c) ~al contributions ©/Q> fS7 \) (d) 'IYE,e of contribution ~ Person Payroll s Noncash (Complete Part II for noncash contributions.) (a) (b) (c) (d) No. Name address and ZIP+ 4 Total contributions IYQ_e of contribution ~ Person Payroll Noncash (Complete Part II for noncash contributions.) . ., $ (b) Name address and ZIP+ 4 (a) No. (b) Name address andZIP+4 B (c) Total contributions s (d) Tyj:>_e of contribution Person Payroll Noncash (Complete Part II for noncash contributions.) s ... .... . (a) No. (c) Total contributions (d) 1:i'.B_e of contribution Person Payroll Noncash (Complete Part II for noncash contributions.) tJ Schedule B (Form 990, 990-EZ, or 990-PF) (2013) OM Form 2220 (2013) Part IV The Cvnthia & Georae Mi tchell 7 4 - 2170127 p age F[g_uri n_g_ the Penai!i (a ) 19 Enter the date of payment or the 15th day of the 3rd month after the close of the tax yea r, whichever is earlier (see instructions). (Form 990-PF and Form 990-T filers : Use 5th month instead of 3rd month.) (b) (c) 2 (d) 19 20 Number of days from due date of installment on line~ 20 to the date shown on line 19 21 Number of days on line 20 after 4/15/2013 and before 7/1/2013 22 21 Ud t I' Number of days on line 21 °1< n erpaymen on ine 17 x x3o 365 23 Number of days on line 20 after 6/30/2013 and before 10/1/2013 24 Ud t I' Number of days on line 23 30/c n erpaymen on ine 17 x 365 x o Ud t I' Number of days on line 25 30/c n erpaymen on ine 17 x 365 x o Ud t I' Number of days on line 27 °1< n erpaymen on ine 17 x x3o 365 Ud t I' Number of days on line 29 •o1c n erpaymen on 1ne 17 x 355 x o Ud t I' Number of days on line 31 •o;, n erpaymen on ine 17 x x o 365 underpayment on rine 17 x Number of days on line 33 x 365 •Ofc o Ud t r Number of days on line 35 •o;, n erpaymen on ine 17 x x o 365 37 Add lines 22, 24, 26, 28, 30. 32. 34, and 36 s s s s 26 s s s s -rl s ~10v~ ~ $ $ s s s s s s s $ s s s s 36 s s s s 37 s $ $ $ 28 30 32 33 35 Number of days on line 20 after 12/31/2014 and before 2/16/2015 36 24 31 33 Number of days on line 20 after 9/30/2014 and before 1/1/2015 34 s 29 31 Number of days on line 20 after 6/30/2014 and before 10/1/2014 32 $ 27 29 Number of days on line 20 after 3/31 /2014 and before 7/1/2014 30 s 25 27 Number of days on line 20 after 12/31 /2013 and before 4/1/2014 . . .... 28 s 23 25 Number of days on line 20 after 9/30/2013 and before 1/1/2014 26 22 34 35 38 Penalty. Add columns (a) through (d) of line 37. Enter the tota l here and on Form 11 20, line 33; or the comparable 38 s line for other income tax returns ·use the penalty interest rate for each calendar quarter, which the IRS will determine during the first month in the preceding quarter. These rates are published quarterly in an IRS News Release and in a revenue ruling in the Internal Revenue Bulletin. To obtain this information on the Internet, access the IRS website at www.irs.gov. You can also call 1-800-829-4933 to get interest rate information. Form DAA 2220 (2013) Form 2220 (201 3) Part II The Cynthia Georg e Mitchell & 74 - 2170127 Page 4 Annualized Income Installment Method (a) 20 Annualization periods (see instructions) 21 Enter taxable income for each annualization period (s~e instructions for the treatment of extraordinary items) 21 22 Ann ualization amounts (see instructions) 20 22 (b) First _ 2 months First _ 3 months 6 . 00000 4 . 00000 (c) (d) First _ 6 months First _ 9 months 2 . 00000 1 . 33333 0 0 23a Annualized taxable income. Multiply line 21 by line 22 23a b Extraordinary items (see instructions) 23b c Add lines 23a and 23b 23c ... 24 Figure the tax on the amount on line 23c using the instructions for Form 1120, Schedule J. line 2 (or comparable line of corporation's return) 25 .. Enter any alternative minimum tax for each payment period (see instructions) .. . . . . . . . . 26 24 . .. ·········· .. Enter any other taxes for each payment period (see instructions) 27 Total tax. Add lines 24 through 26 28 For each period, enter the same type of credits as allowed on Form 2220. lines 1 and 2c (see instructions) 29 25 ~~ 26 . ~r\Sd) fJ?JJf__ 27 28 ...... ····· Total tax after credits. Subtract line 28 from line 27. If zero or less. enter -0- .... 30 Applicable percentage 31 Multj.Q)y_line 29 l2Y_ line 30 Part Ill R~uire d .. ...... .. . . 0 29 30 0 25% 50% 75% 100% 1st installment 2nd installment 3rd installment 4th installment 31 Insta II ments Note: Complete lines 32 through 38 of one column befo e completing the next column. 32 If only Part I or Part II is completed, enter the amount in each columr from line 19 or line 31. If both parts are completed, enter the smaller of the amounts in each column from line 19 or line 31 32 0 0 0 0 0 0 0 33 Add the amounts in all preceding columns of line 38 (see 33 instructions) .. .. 34 Adjusted seasonal or annualized income installments. 34 Subtract line 33 from line 32. If zero or less. enter -0- 35 Enter 25% of line 5 on page 1of Form 2220 in each column. Note: "Large corporations: see the instructions for line 10 35 for !he amounts to enter 36 Subtract line 38 of the preceding column from line 37 of the preceding column 36 37 Add lines 35 and 36 37 .. .... .. 38 Required installments. Enter the smaller of line 34 or line 37 here and on paqe 1 of Form 2220, line 1O~ee instruction~ 38 0 Form DAA 2220 (2013) Form 2220 l Form 2220 Worksheet For calendar_y_ear 2013, or tax_year b~inniQ.9_ I . and endinq 2013 Employer Identification Number Name The Cynt hi a & Geo rge Mitchell Fou ndation Due date of estimated payment Amount of underpayment 74 - 2170127 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 05/15/13 06/15/13 09/ 1 5/13 12/15/13 Prior year overpayment applied 1st Payment Date of payment Amount of payment 2nd Payment 3rd Payment 4th Payment 5th Payment Form Form 990 - PF Underpay ment of Est imated Tax by Corporations 2220 Oepanment of the Treasury Internal Revenue Service .... The Cynthia Foundation Name OM S No. 1545-0 142 2013 .... Attac h to the corporation's tax return. Information about Form 2220 and its separate instructions is at www.irs .gov/form2220. & Geo rge Mitchell Employcr ldcn1ificati onnumber 7 4 - 2170127 Note: Generally, the corporation is not required to file Form 2220 (see Part II below for exceptions) because the IRS will figure any penalty owed and bill the corporation . However, the corporation may still use Form 2220 to figure the penalty. If so, enter the amount from page 2. tine 38 on the estimated tax penalty line of the corporation's income tax return, but do not attach Form 2220. Part I Re uired Annual Pa ment 10 7 242 Total tax (see instructions) 2a Personal holding company tax (Schedule PH (Form 1120). line 26) included on linel-'1-"2=a-+-- -- - -- ----4 b Look-back interest included on line 1 under section 460(b)(2) for completed long-term contracts or section 167(g) for depreciation under the income forecast method l-'-"2.;.;. b-+--- - -- -c Credit for federal tax paid on fuels (see instructions) 2c d Total. Add lines 2a through 2c 3 Subtract line 2d from line 1. If the result is less than $500, do not complete or file this form . The corporation does not owe the penalty 4 ---4 2d the tax year was for less than 12 months, skip this line and enter the amount from line 3 on line 5 5 Required annual payment. Enter the smaller of line 3 or line 4. If the corporation is requ ired t skip line 4, enter the amount from line 3 Part II 6 7 8 3 107 242 4 149 243 5 107 242 Enter the tax shown on the corporation's 2012 income tax return (see instructions). Caution: If the tax is zero or X Reasons for Fil ing- Check the boxes below th Form 2220 even if it does not owe a enalt s are checked, the corporation must fi le The corporation is using the adjusted seasona l installment method. The corporation is using the annualized income installment method. The cor oration is a "lar e cor oration" fi urin its first re uired installment based on the rior ear's tax . p art Ill F!g_urin_g_ t he Underp_a_y_ment 9 Installment due dates. Enter in column (a) through (d) the 1~ h day of the 4th (Form 990-PF filers: Use 5th month), 6th, 9th, and 12th months of the corporation's tax year 9 10 Required installments. If the box on line 6 and/or line 7 abov~ is checked, enter the amounts from Schedule A. line 38. If the box on line 8 (but not 6 or 7) is checked, see instructions for the amounts to enter. If none of these boxes are checked, enter 25 tr. of line 5 above in each column 10 11 Estimated tax paid or credited for each period (see instructions 11 For column (a) only, enter the amount from line 11 on line 15 (a) (b) (c) J_d) 05/1 5/13 0 6 / 1 5/1 3 09/ 1 5/13 12/ 1 5/ 13 2 6 , 811 26 , 811 26 , 811 26 , 809 40 , 000 60 , 000 55 , 825 55 , 825 29.L 014 69.L 0 14 42 , 203 1 0 2 , 203 55 , 825 69 , 01 4 1 02 , 203 0 0 0 0 29 , 01 4 42 , 203 82 , 636 Complete lines 12 through 18 of one column before going to the next column. 12 13 14 15 16 Enter amount, if any, from line 18 of the preceding column 12 Add lines 11 and 12 13 Add amounts on lines 16 and 17 of the preceding column 14 82 , 6 3 6 Subtract line 14 from line 13. If zero or less, enter -015 If the amount on line 15 is zero, subtract line 13 from line 14. Otherwise, enter -016 17 Underpayment. If line 15 is less than or equal to line 10, subtract line 15 from line 10. Then go to line 12 of the next 0 17 column. Otherwise, go to line 18 18 Overpayment. If line 10 is less than line 15, subtract line 10 55 , 825 from line 15. Theng_o to line 12 of the next column 18 Go to Part IV on page 2 to figure the penalty . Do not go to Part IV if there are no entries on For Paperwork Reduction A ct Notice, see separate instructions. OAA 0 line 17-no penalty 1s owed. Form 2220 (2013) Form2220(2013) Part IV The Cvn thia & Ge ora e Mitchell 74 - 2170127 p age 2 Figuring the Pena!!Y_ (a) 19 Enter the date of payment or the 15th day of the 3rd month after the close of the tax yea r, whichever is earlier (see instructions). (Form 990-PF and Form 990-T filers: Use 5th month instead of 3rd month.) (b) (c ) (d) 19 20 Number of days from due date of installment on line~ 20 to the date shown on line 19 21 Number of days on line 20 after 411 5/2013 and before 7/1/2013 ..... 22 Underpayment on line 17 x Number of days on line 21 x 3% 365 23 Number of days on line 20 after 6/30/2013 and before 10/1/2013 24 Ud t r Number of days on line 23 30/c n erpaymen on ine 17 x 35 5 x o 25 Number of days on line 20 after 9/30/2013 and before 1/1/2014 26 Underpayment on line 17 x Number of days on line 25 x 3% 365 27 Number of days on line 20 after 12/3112013 and before 4/1/2014 . . .. 28 Underpayment on line 17 x Number of days on line 27 x 3% 365 29 Number of days on line 20 after 3/31/2014 and before 7/1/2014 30 Ud t r Number of days on line 29 •o;. n erpaymen on 1ne 17 x x o 365 31 Number of days on line 20 after 6/30/2014 and before 1011/2014 32 Ud t r Number of days on line 31 •o;. n erpaymen on ine 17 x x o 365 33 Number of days on line 20 after 9/30/2014 and before 1/1/2015 ... 34 Underpayment on line 17 x Number of days on line 33 x '% 365 35 Number of days on line 20 after 12/31/2014 and before ..... 2/16/2015 . . . . . . . .. . .. . 36 Underpayment on line 17 x Number of days on line 35 x '% 365 37 Add lines 22, 24, 26, 28, 30, 32, 34, and 36 21 22 s $ s $ s s s s s $ s 23 24 25 26 s ®~ s ~ ,_ 27 28 ,..._ s s 29 s s $ s s s s s s s s s 36 s s s s 37 s s s s 30 31 32 33 34 35 38 Penalty. Add columns (a) through (d) of line 37. Enter the total here and on Form 1120, line 33; or the comparable .. 38 s line for other income tax returns ·use the penalty interest rate for each calendar quarter, which the IRS will determine during the first month in the preceding quarter. These rates are published quarterly in an IRS News Release and in a revenue ruling in the Internal Revenue Bulletin. To obtain this information on the Internet, access the IRS website at www.irs.gov. You can also call 1-800-829-4933 to get interest rate information. Form DAA 2220 (2013) Form 2220 l Form 2220 Worksheet For calendar_y_ear 2013. or tax..Y.ear b~innir:!.9_ The Cynthia & George Mitchell Foundation Due date of estimated payment 74 - 2 1 70127 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 05/15/13 06/ 1 5/13 09/15/13 12/ 15 /13 Amount of underpayment Prior year overpayment applied 1st Payment Amount of payment 2013 Employer Identification Number Name Date of payment l . and ending 82 , 636 2nd Paymen© N/A Statement 14 - Form 990-PF, Part XV, Line 2d - Award Restrictions or Limitations Description The Foundations accepts grant requests that focus on the following initiatives : Water , Clean Energy , Sustainability Science , Natural Gas Sustainability 13-14 Federal Statements 74-2170127 Statement 15 - Form 990-PF, Part XV, Line 3a - Grants and Contributions Paid During the Year Name Address Relationship American Academy of Arts and Scienc Cambridge MA 02138 American Red Cross Washington DC 20006-5009 American YouthWorks Austin TX 78741 Arcadia Food Inc . Alexandria VA 22309 Archbold Expeditions Venus FL 33960 Aspen Global Change Institute Inc . Basalt CO 81621 Austin Film Festival Inc . Austin TX 78702 Austin Film Society Austin TX 78723 Austin Parks Foundation Austin TX 78702 Austin Theatre Alliance Austin TX 78767 Bamberger Ranch Preserve Johnson City TX 78636 Baylor College of Medicine Houston TX 77030-3411 Bayside Community Center San Diego CA 92111 Caddo Lake Institute Inc . Austin TX 78701-2733 Capitol of Texa s Vietnam Veterans Austin TX 78701 Carnegie Institution of Washington Pasadena CA 91101 Carnegie Mellon University Pittsburgh PA 15213 Center For Food Safety Washington DC 200 03 Child Advocacy and Parenting Place Wilmington NC 28406 Address Status Purpose Amount 136 Irving Street Philanthropic Leadership Symposium o 56 , 901 Prevent and alleviate human suf ferin 2 , 500 Empowering at-risk youth throug h edu 5 , 000 Create a more equitable and sustaina 3 , 000 Ecologic research and conservation 104 Midland Avenue , Suite Furthering the understanding of eart 1801 Sa lina St To further the art , craft and busine 1901 East 5lst Str(Q)~~ 0 G> 10\fanes " by Laura Dunn project 507 Calles Str ~ · Future Forest Project P . O. Box 1566 Beautiful World Series (W) 2341 Blue Ridge Dr . Develop and present environmental ed One Baylor Plaza , MS : BC S upport the researc h mission of the 2202 Comstock Street Improve quality of life through serv 707 Rio Grande St. , Suite Caddo Lake Watershed Environmental F 400 West 15th Street , Sui Construction of the Vietnam Veterans 813 Santa Barbara Street Giant Magellan Telescope Consortium 5000 Forbes Ave . Warner H Water Supply in Texas : An Evaluatio 660 Pennsylvania Avenue , To challenge harmful food production c/o Exchange Club Center Prevent chi ld abuse/neglect through 2 , 000 2025 E Street NW 1901 E . Ben White Blvd . 9000 Richmond Highway 123 Main Dr 20 , 000 2 , 500 14 , 500 1 , 000 78 , 000 800 250 , 000 2 , 000 40 , 000 500 , 000 2 , 500 , 000 102 , 000 3 , 000 10 , 000 15 Federal Statements 74-2 1701 27 Statement 15 - Form 990-PF, Part XV, Line 3a - Grants and Contributions Paid During the Year (continued) Name Address Relationship Christine Alberts Swan Songs Inc . Austin TX 78704 Clean Air Task Force Inc . Boston MA 02108 Clea n Water Fund Washington DC 20005 Cystic Fibrosis FoundationRaleigh NC 27613 Davidson College Davidson NC 28035 -7175 Doctors Without Borders USA Inc . New York NY 10001 Duke University Durham NC 27701-3658 Environment Texas Research and Austin TX 78701 Environmental Defense Fund Inc New York NY 10010 Environmental Integrity Project Austin TX 78701 Environmental Law & Policy Center o Chicago IL 60601 Environmental Working Group Washington DC 20009 Fairewinds Energy Education Corp Burlington VT 05401 Florida International University Miami FL 33199 Founda tion For The Carolina ' s Charlotte NC 28202 Galveston Sustainable Communities Galveston TX 77550 Greater Houston Partnership Fdn Houston TX 77002 Greenpeace Fund In c . Washingto n DC 20001 - 3876 Address Statu s Purpose Amount P . O. Box 41475 Orga nizes private concerts for indiv 18 Tremont Street , Suite Responsible Fossil Development to Be 1010 Vermont Ave NW , Suit Towards a Culture of Water Conservat 7101 Creedmoor Road , Suit Developing a means to cure and contr Box 7175 Private liberal arts education 333 7th Avenue , 2nd Floor Providing quality medical care to pe 324 Blackwell Street Nasher Museum of Ar t 815 Brazos , Suite 600 ·r mental Engageme n t for a Susta 257 Park Avenue D nv ting In a Clean and Secure Ener 1303 San Antonio St . , Sui Texas Coal : Air , Water & Climate (E 35 E Wacker Drive , Suite Great Lakes Science & Policy Conflue 1436 U Street NW , Suite 1 Use the power of public information 70 South Winooski , Box 28 Educate the public about nuclear pow 11200 SW 8th St . , MARC 53 Students Offering Support - to raise t 220 North Tryon Street Social Venture Partners Charlotte 305 21st Street , Suite 18 Development of the Galveston Educati 1200 Smith Street , Suite Opp ortunity Houston 2 . 0 702 H Street NW , Suite 30 Expose global environmental problems ~~ 1 , 000 200 , 000 50 , 000 9 , 000 2 , 500 1 , 000 3 , 500 75 , 000 301 , 000 135 , 000 50 , 000 2 , 000 9 , 000 2 , 000 5 , 000 175 , 500 10 , 000 2 , 000 15 Federal Statements 74-2170127 Statement 15 - Form 990-PF , Part XV, Line 3a - Grants and Contributions Paid During the Year (continued) Name Address Relationship Heali ng Species Texas Conroe TX 77305 Hill Country Alliance Bee Cave TX 78738 Hope From Helen Inc . Wrightsville Beach NC 284 Houston Tomorrow Houston TX 77098 ICLEI Local Governments for Oa kland CA 94 612 Institute for Philanthropy US New York NY 10036 International Community Foundation National City CA 91950 International Mountain Bicycling As Boulder CO 80306 KickStart In ternational Inc . San Francisco CA 94109 La Jolla Youth , Inc . La Jolla CA 92037 Land Trus t Alliance Inc . Washington DC 20036 Lower Cape Fear Hospice Foundation , Wilmingt o n NC 2840 1 Marfa Education Foundation Inc . Marfa TX 79843 Marfa International School Marfa TX 79843 Mully Childr en ' s Family USA Inc . Ada MI 49301 Museum of Contemporary Art San Dieg La Jolla CA 92037 Museum of Photographi c Art s San Diego CA 92101 National Scholastic Surfing Assoc Huntington Beach CA 92648 Address Status Purpose Amount P . O. Box 1680 Viole n ce intervention/character and 15 , 000 To support HCA ' s unique & strategic 47 , 000 15315 Highway 71 West P . O. Box 187 Support f or local and global organiz 3015 Richmond , Suite 201 Sustai nabi lity Fellows hip 414 13th Street , Suite 4 Local Elected Official Outreach for 6 West 48t h Street , 10th Increase effective philanthropy in U 2505 N Avenue 5 , 500 50 , 000 20 , 000 5 , 000 17 , 500 2 , 000 12 , 500 2 , 000 Streng then land conse rva tion across 1 , 000 In memory of George Graves & Doreen 7 , 000 Support and enhance the work of the 10 , 000 To provide progressive education for 5 , 000 Rehab & transformation of street chi 4 , 500 Teen Advisory Group 1,500 Camps and workshops for teen/youth 1 , 500 For the Mid - Atlantic Region 2 , 000 1414 Physicia ns Drive P . O. Box 660 P . O. Box 298 P . O. Box 710 700 Prospect Street 1649 El Prado P . O. Box 495 15 Federal Statements 74-2170127 Statement 15 - Form 990-PF, Part XV, Line 3a - Grants and Contributions Paid During the Year (continued) Name Address Relationship Natural High La Jolla CA 92037 New York University New York NY 10117- 0275 North Carolina Veterinary Medical Raleigh NC 27607 Old Baldy Foundation Bald Head Island NC 28461 Planned Parenthood Gulf Coast Inc . Houston TX 77023 Refugees Intern ational Washington DC 20009 Rockefeller Philanthropy Advi sors New York NY 10036 Rocky Mountain Peace and Justice Boulder CO 80306 Saint Andrew ' s On -The - Sound Wilmington NC 28403 San Diego Ch ildren ' s Choir San Diego CA 92121 San Diego Mountain Biking Asso . San Diego CA 92168 Save Our Springs Alliance Inc . Austin TX 78768 Sierra Club Foundation San Francisco CA 94105 Southwest Research Institute San Antonio TX 78228 Sports for Exceptional Athletes San Diego CA 92123 Surfer ' s Heal ing Foundation Inc . Hampstead NC 28443 Surfrider Foundati on San Clemente CA 92674 Tall Timbers Research , Inc . Tallahassee FL 32312 Add ress Status Purpose 9404 Genesee Ave , Suite 2 Help youth discover , amplify and pur Office of Gift Administra Institute of Fine Arts for the Maste 1060 William Moore Drive Equine medicine P . O. Box 3007 First order light restoration 4600 Gulf Freeway Amount 1 , 000 2 , 000 2 , 000 8 , 000 2 ,500 2 , 000 8 , 480 3 , 000 4 , 000 Provide music education and performa 4 , 000 Trail Building Fund 2 , 000 P . O . Box 881491 P . O . Box 68488 1 Protect the Edwards Aquifer 85 Second Street , Suite 7 Texas Clean Energy Solutions Project P . O . Box 28510 Participation in Texas Shale Regulat 9575 Aero Drive . Suite B Serving athletes with developmental 415 Knollwood Drive Surf therapy for autistic children P . O. Box 6010 For the protection and enjoyment of 13093 Henry Beadel Drive Fire Ecology Program 20 , 000 35 , 000 12 , 000 1 , 000 2 , 000 10 , 000 1 , 000 15 Federal Statements 74-2 170 127 Statement 15 - Form 990-PF, Part XV, Line 3a - Grants and Contributions Paid During the Year (continued) Name Add ress Relationship Teach For Amer ica (Cha rlotte ) Charlotte NC 28212 Teach For Ameri ca (LA) Los Angele s CA 9001 4 Te c hn oSe rve In c . Washington DC 2003 6 Texas A&M Foundation College Station TX 77840 Texas Center for Policy Studie s Inc Austin TX 78701 Texas Land Conservancy Austin TX 78716 Texas State University - San Marcos San Marcos TX 78666 - 4685 Texas Tribune Inc . Austin TX 78701 The Aspen Ins titute , Inc . Wash i ngton DC 20036 The Conservati on Fund Austin TX 78701 The Kohala Center Inc . Kamuela HI 96743 The Novim Group Santa Barbara CA 93108 The Progressive Forum Bellaire TX 77402-1722 The Socie t y For Participatory Medic Newburyport MA 0195 0 The South Central Part nership for Austin TX 78746 The Synergos Institute New York NY 10022 The Trust for Public Land Hou ston TX 77002 The University of Texas at Austi n Austin TX 78712-1100 Address Status Purpose 5855 Executive Center Ori Ensure that impoverished kids get an 606 S . Olive Street , Suit Enlists high - achieving college gradu 1120 19th Street , N. W. , 8 Bui ld competit ive farm , busi ness es a 401 George Bush Dr . MIFPA & GMT Consortium 707 Rio Grande Street , Su Developing a Sustainable Water Plan P . O. Bo x 162481 ~ Conservation of natural areas in Tex Developme n t Found~l\?J . '~inue the Water Grand Chal l eng 823 Congress Avenue , Ener and Water Coverage , Texas Trib 1 Dupont Circle NW , Suite Texas Natural Gas Regulator y Moderni 101 W. 6th Street , Suite Texas projects P . O. Box 437462 For the Keystone Homeschool 211 Rametta Road Independent , Scientific Analysis of P . 0 . Box 1722 Sponsor a boo k launch of ' Breaking N P . O. Box 1183 The Journal of Participatory Medicin 3103 Bee Caves Road , Suit Energy Efficiency Policy and Market 3 East 54th Street , 14th Globa l Philanthropists Circle 12/01/ 1113 Vine Street , Suite 1 Conserves land for people to enjoy a 1 Universi ty Station R750 Neutron Activation Analysis of Mimbr Amount 17 , 500 3,500 2 , 500 7 , 576 , 500 190 , 522 1 , 000 125 , 000 185 , 000 296 , 000 4 , 000 1 , 000 50 ,0 00 10 , 000 50 , 000 50 , 000 24 , 500 1 , 000 5 , 000 15 Federal Statements 74-21 70127 Statement 15 - Form 990-PF, Part XV, Line 3a - Grants and Contributions Paid During the Year (continued) Name Address Relationship The University of Texas at Austin Austin TX 78713 The University of Texas at Austin Port Aransas TX 7 8373 The Universi ty of Te xas a t Au sti n Au s tin TX 78713-7726 The Wood l a nds Ce n t er for t he The Woodland s TX 77380 Thor ne Ecological Institute Boulder CO 80308 - 2107 Tides Foundation San Francisco CA 94129 Truth Be Told Austin TX 78704 United States Association for UNHCR Washington DC 20006 United States Equine Rescue League , Raleigh NC 27615 United Way of the Cape Fear Area Wilmington NC 28403 University of Houston Houston TX 77204 - 4017 Wholesome Wave Foundat i o n Br i dgepo r t CT 0660 4 Wilderness Workshop Carbo nda l e CO 81623 Will iam Marsh Ri ce Un ive rsi t y Houston TX 77251 Wimberley Valley Watershed Ass o . Wimberley TX 78676 Women For Women International Washington DC 20008 Address Status Purpose Amount Developme n t Off ice A Study on Mitigating Methane Emissi UT Marine Science In stitu ARK-Animal Rehabilitation Keep Office Sponso red Pr ojects A Pr oject Related t o Natura l Gas , th 2005 Lake Robbins Drive Cyn t hi a Woods Mitc he l l Pavilion P . O . Box 19107 Connecting youth to nature through e P . O . Box 29903 2012 TPW Energy Co ll aborative P . O . Box 4022 1 ~ ~f~ des transformational tools for 1775 K. Street ~ uild support and awareness in the U 9660 Falls of e Road Compassionate care of equines 5919 Oleander Drive , Suit Helpi ng build a better community for 120 School of Music Bldg 201 2 Texas Music Festiv al 855 Main Street , Su i te 91 Improve access a nd affordability of P . O. Box 1442 Protect and con ser ve the wilderness The Shepherd Sch oo l of Mu Shephe rd Society P . O . Box 2534 Provide educational programs , raise 4455 Connecticut Avenue , Provide financial aid , job training , 26 , 360 1 , 00 0 631 , 0 0 0 5 , 000 5 ,0 00 5 , 618 7 , 000 10 , 000 1 , 000 1 , 000 16 , 000 2 , 000 15 , 000 2 , 000 1 , 000 10 , 000 15 Federal Statements 74-2170127 Statement 15 - Form 990-PF, Part XV, Line 3a - Grants and Contributions Paid During the Year (continued) Name Add ress -----_ Tota l Relationship _ __.___ Address Status ~ Purpose - -- - ---++\S~ --;:---------'-- //'J::::... 16' ~~ p Amount =========== 14 , 287 , 681 15 Form Depreciation and Amortization 4562 OMB No 1545-0172 201 3 (Including Information on Listed Property) Oepanment of the Treasury Internal Revenue Service The Cynthia Foundation Name(s) shown on relum & ~~~~~.;,"~o lill- Attach to o ur tax retu rn. lill- See se ara te instructio n s. (99) Geo rg e Mitchell 179 Identifying number 74 - 2170127 Business or activity to wh1Ch this form relates Indirect Deoreciation Part I Election To Expense Certain Property Under Section 179 Note: If_you have an_y_ listed_Q_ro...Q.er-rL com_QJete Part V before_y_ou com_QJete Part I. 1 Maximum amount (see instructions) 1 2 Total cost of section 179 property placed in service (see instructions) 2 3 Threshold cost of section 179 property before reduction in limitation (see instructions) 3 4 Reduction in limitation. Subtract line 3 from line 2. If zero or less, enter -0- 4 5 Dollar limitation for tax_y_ear. Subtract line 4 from line 1. If zero or less. enter -0-. If married filiQ9. s~ra te_!y, see instructions (a) Oesct1pt1on of property 6 (b) Cost (business use only) l Listed property. Enter the amount from line 29 7 8 9 5 7 Tentative deduction. Enter the s ma ller of line 5 or line 8 10 Carryover of disallowed deduction from line 13 of your 20 12 Form 4562 11 Business income limitation . Enter the smaller of business income (not less than zero) or line 5 (see instructions) 8 9 10 11 12 12 Section 179 expense deduction. Add lines 9 and 10, but do not enter more than line 11 13 CaUY_over of disallowed deduction to 2014. Add lines 9 and 10, less line 12 14 Special depreciation allowance for qualified property (other than listed p ro~~~>/:J= d in service during the tax year (see instructions) 14 15 Property subject to section 168(f}(1) election 15 16 Other de reciation includin ACRS j 2-L 000 000 (c) Elected cost Total elected cost of section 179 property. Add amounts in column (c), lines 6 and 7 lill- 500-L OOO 13 Do not include listed Part Ill ©@ See instructions.) 22 220 16 5 874 17 0 MACRS Depreciation (Do not include listed property.) (See instructions.) Sectio n A 17 MACRS deductions for assets placed in service in tax years beg inning before 2013 18 If ou are electin to roup an assets laced 1n service dunnq the tax ear into one or more eneral asset accounts. Check here lill- Section 8 -Assets Placed in Service During 2013 Tax Year Using the Genera l Depreciatio n System (a) Class1f1cat1on of property 19a 3-y_earJ>f'O_Q_erty_ b S::Y_ear_Q_ro_e_erty_ 7::Y_ear_Q_l'O_Q_erty_ 10-y_ea r_QrQQerty_ c d e 20::.Y_ea r_QrOQ.er!Y_ ..9.. 25::Y_ear~o_p~rt_y_ Residential rental property i (c) Basis for depreciation (business/investment use (d) Recovery penod onJl:"see 1nstruct1ons) l _L 2 4 8 972 (o) Convention HY HY 5.0 7.0 (f) Method (g) Deprecia tion deduction 20008 20008 250 139 15:Y_e ar j)f'O_Q_e rty_ f h (b) Month and year placed 1n service Nonresidential real property SI L 25_yrs. 27 .S_yrs. MM SI L 27.S_yrs. MM MM SI L 39_yrs. SI L MM SIL Sectio n C-Assets Placed in Service Durin g 2013 Tax Year Using the A lternative Depreciation System 20a Class life b 12.:Y._ear c 40.:Y._ear Part IV 12_y_rs. 40_y_rs. MM SummaJYlS ee instructionsl 21 Listed property. Enter amount from line 28 22 Total. Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21 . Enter here 23 and on the appropriate lines of your return. Partnerships and S corporations-see instructions For assets shown above and placed in service during the current year, enter the _Q_ortion of the basis attributable to section 263A costs For Paperwo rk Reductio n A ct Notice, see separate instr uctions. DAA SIL SIL SIL 21 22 28 483 231 Form 4562 (2013) There are no amo unts for Page 2 Form 990-PF Name 1 Loans from Officers, Directors, Trustees, and Key Employees or Other Disqualified Person s For calendar_y_ear 2013 , or tax_y_ear b~nni fl9_ l . and endit![ 2013 Employer Identification Number The Cynt h ia & George Mitchel l Foundation Form 990 - PF_,_ Part II 74 - 2170127 Line 20 - Additional Information Name of lender Title m Georqe P . Mithcell L2l L3l (4) (5) (6) (7) _ (8) _a_ IC---~~ (9) (10) ~ - Original amount borrowed 1 750_,_ 000 ill Date of loan Maturity date l l_L30_Ll2 l l_L30_Ll3 R~~me nt terms Pa_y_able on Demand ru Interest rate 0 . 000 (3) (4) (5) ifil (7) (8) ifil _(_1Ql Securi!Y_p_r"ovided ~borrower ill l2l Pu.!:Q.ose of loan None (3) (4) (5) (6) (7) (8) (9) {_1Ql Balance due at Consideration furnished by_lender ill b~ n n i f!.9_ of_y_ear 1 750 000 (2) (3) (4) t5l @_ m _till_ ifil.. {_1Ql Totals 1 750 000 Ba lance due at end of year 0 Detail of Direct Charitable Activities Part IX-A and Relationship of Activities to the Accomplishment of Exe mpt Purposes Part XVl-B The Texas -based Cynthia and George Mitchell Foundation is dedicated to nurturing creative, sustainable solutions to human and environmental problems. The Conservancy has taken a piece of degraded land and, using the best available technology, reclaimed and restored a healthy and sustaina ble example of natural heritage. Additional accomplishments are: • A cont;nu;ng comm;tment to conservat;on woods eco-region of Texas. • and~@)ffl_a cepcesentat;ve tea ct of the p;ney ~~ Ea rly baseline inventories and research into pre-settl ement cc/icririons of the area to focus on restoration of natural processes and implementation of appropriate management practices to achieve this desired condition . • An overall strategic plan for the property that incorporates separate plans for different resource ca tegories. • Restoration and management of several forest communities through comprehensive timber inventories used to model regeneration and refine timber management strategies. • Use of management practices such as prescribed burnings to mimic the region's natural fire cycle; reseeding of native grasses and forbs; and a transition away from cattle graz ing and hay and timber production. Practices promote pre-settlement ecological conditions and motivate the return of species depend ent on clump grass habitat, such as the bobwhite quail, numerous sparrows and migratory species like th e upla nd sandpiper. • Wildlife study, conservation s and management practice highlighted by the conserva ncy's dedication to providing habitat for the federally endangered red -cockaded woodpecker while researching the species. • Conservation of water reso urces through establishing streamside management zones larger t han the minimum, planting about 4,000 hardwood seedlings in form erly clear-cut riparian zones, establishing a federal groundwater monitoring site and constructing and maintaining ecological sites to provide for wildlife and fishe ries habitat. • Establishment of and management for wildlife conservation for , whi t etail deer, once vanishing wild turkeys, and the federally endangered red-cockaded woodpecker. THE C YN THIA AND G EORGE MITCHELL FO UNDA TION Oct ober 31, 2014 RE: Vianovo con t ract O~ George(M~F~tion In April 2013, the Cynthia and (CGM F) provided $560,000 to Vianovo to deve lop and promot e clean t he state of Texas and participate in t he fo undation's natural gas acti vit ies. Vianovo used no funds from the CGMF for lobbying purposes. Vianovo was f unded by CGMF t o carry out t he foll owing activities: ener~~~cr • cont in ue upstream public policy work by educating local and state leaders about the economic and environmental benefits of forwa rd-looking state energy policies that include energy efficiency, progressive building code standards, renewables, broader use of nat ural gas and advanced t ransport fuels; • build t he capacity of the Texas Clean Energy Coaiition by ext ending t he coa lition into diverse communities including the stat e's emerging Latino leadership and right-of-center polit ical activist s through grassroots outreach and leadership incubation, as wel l as breathing life into new and und erut ilized state energy policies by educat ing local and regional leade rs abo ut how t heir co mmun it ies can benefit from these programs; • explore ways t hat t he natura l gas and renewab le power ind ustries can complement each other t o replace coa l-fi red electricity; and • commission addit iona l Texas-specific original scientific research to help policymakers and t he pu blic understand and maxim ize the econom ic benefits of increased reliance on clean energy and energy efficiency. The fun ding to Vianovo was provided to he lp achieve the charitabl e pur poses of the fo undation's Clean Energy and Nat ural Gas programs. The CG M F's Natura l Gas program supports t he emerging regulatory, indust ry, environmental and academ ic efforts to reduce t he negative environmenta l and commu nity impacts of shale fo rm ation development and hydraulic fracturing while capturing the energy, environmenta l, and econo mic benefits of natural gas. The Clea n Energy program seeks to promote demand management, t he displacement of coal, and the development of renewable energy markets to help fi ll t he efficiency gap in electricity supply. The CGMF does not accomplish the objectives of it s programs th rough legislat ive initiat ives. The foundation faci litates solutions by convening key stakeholders, fund ing objective research, and educating community and business leaders about practical and effective approaches to achievi ng the nation's ene rgy goals. THE C YNTHIA AND GEORGE MITCHELL FOUNDATION October 31, 2014 RE: George Bristol consulting contract In October 2013, George Bristol was granted $50,000 to provide the Cynthia and George M itche ll Foundation (CGMF) with comprehensive recommendations about the optimum Hill Country water conservation strategy to guide its giving priorities for its Water program. This included informing CGMF's 2014 grant-making strategy as well as a more far-reaching strategy to guide funding over the next seve ral years as the foundation's giving ramps up. No funds from the CGMF were used by George Bristol for lobbying activities. Under the contract, George Bristol developed a Hill Country water conservation strategy to guide the CGMF's giving priorities, which was informed by scientific findings from the Meadows Center for Water and the Environment, as well as by an assessment of where current and potential grantees are working. The strategy provides recommendations on how the CGMF should use its resou rces most effectively and efficiently to conserve water in the Hill Country. To develop the strategy, George Bristol met with water conservation experts, foundation grantees, and Board and family members. He submitted his final recommendations to the CGMF in March 2014 and presented his recommendations to Mitchell Board and family members at the CGMF March Water program committee meeting, on March 31, 2014. The funding provided to George Bristol will help achieve the charitable purposes of the foundation's Water program. The CGMF's Water program aims to ensure that adequate water supplies are provided for the environment in Texas. The CGMF currently has four key initiatives within its Water program, and one of them is the Hill Country water conse rvation initiative, which the CGMF has funded since 2010. Through this initiative, the CGMF aims to protect water resou rces in the Hill Country through landowner engagement, integration of new research on groundwater and surface water dynamics, and informing decision-makers about the need for effective policy approaches. The foundation does not accomplish its objectives through legislative initiatives. THE CYNTHIA AND GEORGE MITC HELL FOUNDATION October 31, 2014 RE: Nelson H. Nease, PC contract In May 2013, the Cynthia and George Mitchell Foundation (CGMF) provided $200,000 to Nelson H. Nease, PC (NHN) to develop and promote clean energy solutions for the state of Texas, participate in the foundation's natural gas projects, and act as policy advisor to the CGMF's clean energy and natural gas programs. No funds from the CGMF were used by NHN for lobbying activities. NHN was funded by CGMF to carry out the following act ivit i es: • Assist in the identification and coordination of supporting organizations to facilitate negotiations between oil and gas developers and environmental groups. • Identify and educate key decision makers in the Texas industry, regulatory and political arenas on Foundation goals and recommendations. • Facilitate communications among technical experts, academia and other participants in the Foundation's efforts. • Assist in the evaluation and analysis of current and proposed policies. • Develop strategies and tactics for coalitions to pursue and achieve identified goals. • Establish working relationships with potential stakeholders to promote identified goals. • Assist in the development of message and educational information by coalition stakeholders in support of coalition efforts. • Monitor policy discussions of interest; provide regular status reports and alerts. • Assist in drafting documents and position papers for the use by col laborators as invited testimony, comments or public statements in support of goals. • Advise and counsel and Foundation and its representatives on issues related to water and energy policy, research and potential opportunities to advance the Foundation' s goals. The funding to NHN was provided to help achieve the charitable purposes of the foundation's Clean Energy and Natural Gas programs. The CGMF's Natural Gas program supports the emerging regulatory, industry, environmental and academic efforts to reduce the negat ive environmental and community impacts of shale formation development and hydraulic fractu ring while capturing the energy, environmental, and economic benefits of natural gas. The Clean Energy program seeks to promote demand management, the displacement of coal, and the development of renewable energy markets to help fill the efficiency gap in electricity supply. The CGMF does not accomplish the objectives of its programs through legislative initiatives . The foundation facilitates solutions by convening key stakeholders, fund ing objective research, and educating community and business leaders about practical and effective approaches to achieving the nation's energy goals. THE CYNTHIA AND GEORGE MITCH ELL FOUNDATION October 31, 2014 RE: Barry Kip Averitt consulting contract In April 2013, Barry Kip Averitt was granted $50,000 to support his efforts to develop a comprehensive water conservation strategy for Region H of the State Water Plan. The goal of this water conservation strategy is to help Region H simultaneously meet its growing water needs and potentially avoid massive infrastructure costs for rate payers in the region. No funds from the CGMF were used by Barry Kip Averitt for lobbying activities. His efforts under the contract included planning, implementing, recording, and reporting water conservation efforts throughout Region H. This included the following activities: establishing a structure to coordinate existing conservation planning efforts; recruiting participants to participate in developing and implementing a regional conservation plan; establishing a fair and inclusive stakeholder process; implementing reasonable, yet ambitious conservation plans; refining the water conservation process and preparing to implement it in other regional planning areas; and informing decision-makers about ways to better achieve water conservation goals throughout the state. The funding provided to Barry Kip Averitt will help achieve the charitable purposes of the foundation's Water program. The CGMF' s Water program aims to ensure that adequate water supplies are provided for the environment in Texas. The CGMF currently has four key initiatives within its Water program, and one of them is focused on urban water conservation. Through this initiative, the CGMF aims to increase water conservation goals in major Texas cities by 30 percent in the coming years. To achieve this, the CGMF is working to increase water conservation in major Texas cities through urban water conservation programs and utility business model reform. The foundation does not accomplish its objectives through legislative initiatives. THE CYNTHIA AND GEORG E M ITCH ELL FOUNDATION October 31, 2014 @~ :E April E::~:ri::eRi::::h~:u~::, ~~:~::,:::hell ,Fouft.?!(CG MF) provided $70,000 to Enterprise Risk Consulting, LLC (ERC) to support ERC's efforts to conduct research and promotional activities for a standard wind and natural gas electric energy trading product. The goal of the product is to help firm wind production and meet clean power needs. No funds from the CGMF were used by ERC for lobbying activities. The standard firm renewable product (SFRP) with the provisionally proposed brand name of "RenewSO," combines Renewable Energy Credits or "RECs" with standard block electric energy. The SFRP is designed as a longer-term contract that will fill an important need in the forward electric power market. ERC was provided funding from the CGMF to carry out the following activities: • • • • • • conduct research to learn more completely how the REC market works in ERCOT and how to be combine RECs with standard block electric energy to produce the SFRP investigate ways to "true-up" RECs over longer periods of time research how demand response commitments could be added to the SFRP as a firming agent talk to wind producers and intermediaries such as power marketers to explore ways to increase the value of RECs and to develop a market for longer-term commitments for RE Cs market the SFRP to representatives of the NYMEX (CME) and ICE, the world's leading energy exchanges and leaders in the facilitation of trading in standardized energy products and contracts promote the SFRP through discussions with prospective consumers, producers, and power marketers and investment banks. The funding to ERC was provided to help achieve the charitable purposes of the fou.ndation's Clean Energy and Natural Gas programs. The CGMF's Natural Gas program seeks to undertake activities that will increase the understanding of the obstacles to greater gas-renewables integration in ERCOT. Low-price natural gas threatens to overwhelm the emerging renewables market in ERCOT as utilities choose the lowest-cost fuel option for power production. The foundation works to show that natural gas and renewables are very complementary fuels and could work together to displace coal rather than each other in electricity markets. Among other goals, the Clean Energy Program seeks to promote the development of renewable energy markets to help fill the gap in electricity supply. The CGMF does not accomplish the objectives of its programs through legislative initiatives. The foundation facilitates solutions by convening key stakeholders, funding objective research, and educating community and business leaders about practical and effective approaches to achieving the nation's energy goals. THE CYNTH IA AN D G EORGE MITCHELL FOUNDATION October 31, 2014 RE : Beatty Bangle Strama PC contract In April 2013, the Cynthia and George Mitchell Foundation (CGMF) provided $32,400 to Beatty Bangle Strama PC (BBS) to assist the CGMF in the eva luation and modernization of the hydraulic fracturing regulations in Texas. No funds from the CGMF were used by BBS for lobbying activities. BBS was funded by CGMF to carry out the following activities: • Attend working group and Foundation meetings and provide support necessary to enable the success of the Project. • Assist in the evaluation and ana lysis of current and proposed policies. • Develop strategies and tactics for coalitions to pursue and achieve identified goals. • Establish working relationships with potential stakeholders to promote identified goals. The funding to BBS was provided to help achieve the charitable purposes of the foundation's Natural Gas program. The CGMF's Natu ral Gas program supports the emerging regulatory, industry, environmenta l and academic efforts to reduce the negative environmental and community impacts of shale formation development and hydraulic fracturing while capturing the energy, environmenta l, and economic benefits of natural gas. Th e CGMF does not accomplish the objectives of its programs through legislative initiatives. The foundation facilitates solutions by convening key stakeholders, funding objective research, and educating community and business leaders about practical and effective approaches to achieving the nation's energy goals.