Return of Private Foundation ?5450052 a. or Section 4947(a)(1) Trust Treated as Private Foundation 1 3 Depamem of the Treasury Do not enter Social Security numbers on this form as it may be made public. Internal Revenue San-ice Information about Form 990-PF and its separate instructions is at mvw.irs.govlronn990pf. Open 10 Public For calendar year 2013 or tax year beginning 2013, and ending 20 Name of foundation A Employer Identi?cation number APS Foundation, Inc. 95?3735903 Number and street (or PO. box number if mail is not delivered to street address) Room/surte 8 Telephone number (see instructions) P.O. Box 53999, MS 8657 602-250?2574 City or town. state or province, country, and ZIP or foreign postal code secretariat . . . .. El Phoenix, AZ 85072-3999 Check all that apply: Initial return Initial return of a former public charity 1_ Fwy" emaanacheck hm . El Final return Amended return 2. Foreign organizations meeting the Address change Name change he? a? I: Check type of organization: Ly Section 501 (c 3 exempt private foundation "pmtefoundam Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation undo, 5m 507(bx1m'chackhm I Fair market value of all assets at Accounting Cash Accrual I, the mundane? ,5 tarmac" end of year (from Part II, col. line Other (specify) undarsacuon . (Part1, column mustbe on cash basis.) Part Analysis of Revenue and Expenses (117s DiSbUISBmems total ofamaunts in_ columns and (3322:3302? Net Investment Adjusted net for charitable may not necessarily equal the amounts rn books Income income purposes m'wnn (see instructions).) cash basis on Contributions tits. grants. etc. (attach schedule) . if the foundation rs not required to Check 5 attach Interest on and temporary cash Investments Dividends and interest from securities Gross rents . . . . . . . . . . . . . . . . . Net rental income or (loss) Net gain or (loss) from saleofassets not on line Gross sales price for all assets on line Ba Capital gain net income (from Part IV, line Net short-term capital gain . . . . . . . . . Income modifications - - - - - - - - - - - - Gross sales less returns andallowances - - - - - Less: Costofgoods sold . Gross profit or (loss) (attach schedule) I Other income (attach schedule) I I I I Total. Add lines 1 throuoh 233, 855 . 00 2, 233, 855 . 00 13 Compensation of of?cers. directors. trustees. etc. 14 Other employee salaries and wages . . . . . 15 Pension ms.gquyee benefits ELL . 16:: Legal fe?tEas .. HQ 1' Accounting fees-(attach schedule) Other professional fees (attach schedulelnterestffTaxes (attach sgledule) (seej'lstructions) . . . 19 Depreciation (attacii'schedule) and depletion a - (. ?0344:- -I- Revenue ro git? ,5 .9 saute will} '93 Operating_and Administrative Expenses 20 Occupancy??. usTravel. conferences. and meetings 22 Printing and publications . . . . . . . . . . 23 Other expenses (attach scheduleTotal operating and administrative expenses. Addlines 13through 98,312.00 98,312.0 25 Contributions, gifts, grants paid . . . . . . . - 26 Total expenses and disbursements. Add lines Subtract line 26 from line12Net investment Income (if negative, enter -Orum?u Ad'usted netlncorne iintive enter-ISA For Paperwork Reduction Act Notice, see Instructions. Form IE14101000 Form 990-PF (201:9 Page 2 Attached schedules and amounts in the Beginning of year End of year Balance Sheats may? Book Value Book Value Fair Market Value 1 Cash-non-interest-bearing . . 437, 670.00 230, 423.00 230,423.00 2 Savings and temporary cash investments 3 Accounts receivable - . - 4, 910.00 4,309.00 4,309.00 4 Pledges receivable Less: allowance for doubtful accounts 5 Grants receivable . . . . . . . . . . . . . . . . . . . . . . 6 Receivables due from of?cers, directors, trustees, and other disqualified persons (attach schedule) (see instructions) 7 Other notes and loans receivable (attach schedule) Less: allowance for doubtful accounts 8 Inventories for sale Prepaid expenses and deferred charges 10 a Investments - US and state government obligations (attach schedule), lnvestrnents - corporate stock (attach schedule) I 6,869,273.00 10:045r867-00 101045r867-00 1 1 Investments - land. burldings. and equment. basrs Less: accumulated depreciation (attach schedule) - 12 Investments - mortgage loans . . . . . . . . . . . . . . . . 13 - . . . . 20,591,442.00 20,069,081.00 20,069,081.00 14 Land. buildings. and equipment. basis Less: accumulated depreciation (attach schedule) 15 Other assets (describe 16 Total assets (to be completed by all fllers - see the instructions. Also, seepage 1. item 903Accounts payable and acaned expenses . Grantspayab601'164'00 523'728'00 5- 3 19 Deferred revenue . . . . . . . . . . . . . . . . . . . . . . 20 Loans from of?cers. directors. trustees, and other disquali?ed persons '3 21 Mortgages and other notes payable (attach schedule) 3 22 Other liabilities (describe 23 Total liabilities(add Iines17through22601,164.00 523,728.00 Foundations that follow SFAS 117, check here . and complete lines 24 through 26 and lines 30 and 31. 324 Unrestricted . . . . . . . . . . . . . . . . . . . . . . . . . 27'3021131-00 29'8251'952-00 25 Temporarily restricted . . . . . . . . . . . . . . . . . . . . 26 Permanently restricted . . . . . . . . . . . . . . . . . . . . Foundations that do not follow SFAS 117, . . . I: check here and complete lines 27 through 31. 3 27 Capital stock, trust principal. or current funds I . a: 28 Paid-in or capital surplus. or land. bldg.. and eqmpment fund I 2 29 Retained earnings. accumulated Income. endowment, or other funds . 30 . 27,302, 131.00 29,825,952.00, 31 Total liabilities and net assets/fund balances (see instructions27,903,295.00 30,349,680.00 Analysis of Changes in Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year - Part II, column line 30 (must agree with end-of-year figure reported on prior year's return2L302 131 . 00 2 Enter amount from Part 27a . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 ?1I018r759-00 3 Other increases not included in line 2 (itemizeAddlinesli2iand3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4 29:825u952-00 5 Decreases not Included in line 2 (itemize) 5 6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column line Form 990-PF (2013) JSA 3Ei420 1 000 Form 990-PF (2013) capital Eains and Losses for Tax on Investment Income Page 3 List and describe the kind(s) of property sold real estate. 323.3%: 33?; d) Date sold 2-story brick warehouse; or common stock. 200 she. MLC 00.) Bja'?g?g? (mo..qday, yr_) (mu. day, yr) 1a State Street Corporation Various Various [3 . Depreciation allowed (9) 005* 0? baSis Gail" or 0055) Gloss sales pnoe (or allowable) plus expense of sale plus minus (9) a 1,777,188.00 1,777,188.00 Complete only for assets showing gain in column and owned by the foundation on 12/31l69 Adjusted basis Excess of col. (I) F.M.V. as Of12/31/69 as of 12/31/69 over co], if any (I) Gains (Col. gain minus col. but not less than -0-) or Losses (from col. l, 777,188.gain. also enter in Part I, line 7 2 Capital gain net income 0r (net capital loss) If (loss), enter in Part Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): ll gain. also enter in Part I, line 8. column (0) (see instructions). If (loss), enter -0- in} Part I. line 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. Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? If ?Yes.? the foundation does not qualify under section 4940(a). Do not complete this part. 1 Enter the appropriate amount in each column for each year' see the instructions before making any entnes. : YesNo i Calendarmgmegr?mm m) Adjusted qualifying distributions Net value ofnonchantable?use assets (coL ?g?tgigl%tgnb?ggl_ (an 2012 1,982,843.00 27,337,860.40 0.0725 2011 1,704,785.00 27,482,020.00 0.0620 2010 1,550,875.00 25,392,061.00 0.0611 2009 1,710,223.00 22,731,983.00 0.0752 2003 1,753,836.00 27,731,161.00 0.0632 2 Total of line 1. column . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 0 . 3340 3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years Enter the net value of noncharitable?use assets for 2013 from Part X, line Multiplyline4bwin63 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 5 1,904,216.29 6 Enter 1% of net investment income of Part I, line 27bEnter qualifying distributions from Part XII, line line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions. JSA 3E1430 1 000 Form Form 990-PF (2013) 1a QOUII 7 8 9 10 11 Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or Exempt operating foundations described in section 4940(d)(2), check here and enter on line 1. I I I Page 4 Date of ruling or determination letter (attach copy of letter if necessary - see instructions) 337??" Domestic foundations that meet the section 4940(e) requirements in Part V, check here and . . . . . . . . . . . . . . . . . . . . . . . . . . . -r i All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. Tax under section 511 (domestic section 4947(a)( 1) trusts and taxable foundations only. Others enter -0-) I I I 2 Addlines1and2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3 21355-00 Subtitle A (income) tax (domestic section 4947(a)( 1) trusts and tenable foundations only. Others enter -0-) I I I 4 Tax based on investment Income. Subtract line 4 from line 3. If zero or less, enter -Credits/Payments: 2013 estimated tax payments and 2012 overpayment credited to 2013 Exempt foreign organizations - tax withheld at source Tax paid with application for extension of time to file (Form 8868Backup withholding erroneously withheld Total credits and payments. Add lines Bathrough Enter any penalty for underpayment of estimated tax. Check here El if Form 2220 is attached Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid Enter the amount of line 10 to be: Credited to 2014 estimated tax Betunded 11 Part VII-A Statements Regarding Activities 1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in any political campaignspend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions for the definitionthe answer rs "Yes" to 18 or attach a detailed description of the activrties and copies of any materials published or distributed by the foundation in connection With the activities. Did the foundation file Form 1120-POL for this yearEnter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: (1) On the foundation (2) On foundation managers Enter the reimbursement (it any) paid by the foundation during the year for political expenditure tax imposed on foundation managers. I Has the foundation engaged in any activities that have not previously been reparted ?Yes, attach a detailed desoription 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,'atiach a conformed oopyof the changes Did the foundation have unrelated business gross income of $1,000 or more during the yearFon11990-TforthisyearWas there a liquidation, termination, dissolution, or substantial contraction during the year'Yes, attach the statement required by General Instruction T. 6 Are the requirements of section 508(9) (relating to sections 4941 through 4945) satisfied either: 0 By language in the governing instrument, or By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrumentDid the foundation have at least $5,000 in assets at any time during the year? it ?Yes,? complete Part ll, col. and PartXV 8a Enter the states to which the foundation reports or with which it IS registered (see instructions) _A_r_i_z_o_n_a If the answer us "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 'No,'attach explanationthe foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3) or 49420)(5) for calendar year 2013 or the taxable year beginning in 2013 (see Instructions for Part if ?Yes,? complete Part XIV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 10 Did any persons become substantial contributors during the tax year? it 'Yes,' attach a schedule listing their names and I addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Form 990-PF (2013) JSA 3E1440 1 000 Form 990-PF (2013) Page 5 Statements Regarding Activities jcontinued) 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 . 11 12 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privrleges? If "Yes." attach statement (see instructions) . 12 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application" . . 13 Website address 1 4 The DOORS are in care 0' 5.3339; EQQE 95H I NC - Talephone 5933.2?923 1.32:4 Locatedat BOX 53999, MS 8657 th+4 15 Section 4947(a)(1) nonexempt charitable trusts ?ling Form 990-PF in lieuof Form 1041 -Check here . . . . . . . . . . . . . . . . . . and enter the amount of tax-exempt interest received or accrued duringthe yearany time during calendar year 2013, did the foundation have an interest in or a signature or other authority over a bank, securities, or other financial account in a foreign countrySee the instructiOns for exceptions and filing requirements for Form TD 90-221. If 'Yes,? enter the name of the foreign country 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. 1a During the year did the foundation (either directly or indirecliy): (1) Engage in the sale or exchange, or leasing of propertywithadisqualified person? . El Yes No (2) Borrow money from. lend money to. or otherwise extend credit to (or accept it from) a disquali?ed person(3) Furnish goods, services, or facilitiesto (or accept them from) adisqualified person? . . . . (4) Pay compensation to, or pay or reimburse the expenses of. adisqualified person? . . (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or useofadisciuali?ed person(6) Agree to pay money or property to a government official? (Exception. Check 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.) I: Yes No If any answer is 'Yes' to did any of the acts fail to qualify under the exceptions described in Regulations section 53.4941 or in a current notice regarding disaster assistance (see instructionsOrganizations relying on acurrent 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 were not corrected before thefirst day of thetax year beginning in 2013? . . 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 2013, did the foundation have any undistributed income (lines 6d and 6e. Part xm) for taxyearis) beginning beiore2013Circa No If 'Yes,?listtheyears 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 instructionsthe provisions of section 4942(a)(2) are being applied to any of the years listed in 23, list the years here. I . . 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year'Yes,? did it have excess business 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 Schedule 0, Form 4720, to determine if the foundation had excess Mness holdings in 2013Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposesDid the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its ard before the first da of the tax ear beinnin in 2013? il? a Form JSA 3E1450 2 000 Form 990-PF (2013) Statements Regarding Activities for Which Form 4720 May Be Required (continued) Part Vii-B 5e During the year did the foundation pay or incur any amount to: (1) Carry on propaganda. or otherwise attempt to in?uence legislation (section 4945(e))? . Yes No (2) Influence the outcome of any speci?c public election (see section 4955); or to carry on. directly or indirectly. any voter registration dnve(3) Providea grant to an individual for travel. study, or other similar purposes? . Yes No (4) Provide a grant to an organization other than a charitable, etc., organization descnbed In section 509(a)(1). (2), or (3), or section 4940(d)(2)? (see instructions) DYes No (5) Provide for any purpose other than religious. charitable. literary, or educational purposes. or for the prevention of cruetty to children or animalsany answer is 'Yes' to did any of the transactions fall to qualify under the exceptions described in Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? . . Organizations relying on a current notice regarding disaster assistance check here . . . . . . . . . . . El If the answer is 'Yes' to question 5a(4), does the foundation claim exemption from the tax because'it maintained expenditure responsibility forthe grant"Yes. attach the statement required by Regulations section 6a Did the foundation. during the year. receive any funds. directly or indirectly. to pay premiums on a personal benefit contractDid the foundation. during the year. pay premiums. directly or indirectly, on a personal bene?t contract'Yes' to 6b. file Form 8870. 7a At any time during the tax year. was the foundation a party to a prohibited taxshelter transaction? Yes No it ?Yes.? did the foundation receive gyproceeds or have any net income attributable to the transactionInformation About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers, directors, trustees. foundation managers and thelr compensation (see instructions). Contnbutlons to employee benefit plans and deferred compensation (D) Title, and average Compensation not paid. enter -0-) Name and address hours per week devoted to posmon Expense account. other allowances SEE SCHEDULE 2 Compensation of five highest-paid employees (other than those Included on line 1 see instructions). If none. enter Contributions to Title. and average (an . ployee bene?t ense account. Name and address of each employee paid more than $50,000 Compensation plans and deferred oth?g?r allowances compensation 59E Total number of other employees paid over $50,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 990-PF (2013) JSA 3E14601000 Form (2013) Page 7 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 Name and address of each person paid more than $50,000 Type of servrce Compensabon Total number of others receiving over $50,000 for professional services . . . . . . . . . . . . . . . . . . . . . . Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities dunng the tax year. Include relevant statistical information such as the number of organizations and other bene?ciaries served, conferences convened. research papers produced, etc Expenses a rt IX- Describe the two largest program-related Investments made by the foundation dunng the tax year on lines 1 and 2 Summary of Program-Related Investments (see instructions) Amount . All other program-related Investments See instructions. Total. Add lines 1 through JSA 381465 1 000 Form Form 990-PF Page 8 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 fair market value of securities . Average of cash balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1b 17. 5 63.00 Fair market value of all other assets (see instructions) I 1c Total (a!dd lines 18. b: an28,940,337.00 Reduction claimed for blockage or other factors reported on lines 1a and to (attach detailed explanationAcquisition'indebtedness applicable to line1 assets I . . 2 3 Subtract'inezfmm'ine 28: 940:337-00 4 Cash deemed held for charitable activities. Enter 1 1/2 of line 3 (for greater amount. see instructimsl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net value of noncharitabIe-use assets. Subtract line 4 from line 3. Enter here and on Part V, line Minimum investment return. Enter 5% of line Distributable Amount (see instructions) (Section 4942(jx3) and private operating foundations and certain foreign organizations check here and do not complete this part.) 1 Minimum investment return from Part X, line investment income for 2013 from Part VI, line Income tax for 2013. (This does not include the tax from Part VI.) . 2b lines 2aand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2c 3 Distributable amount before adjustments. Subtract line 20 from line Recoveries of amounts treated as qualifying distributions Deduction from distributable amount (see Instructions) I I I 6 7 Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part line1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7 1,403,956.60 Qualifying Distributions (see instructions) 1 Amounts paid (including administrative expenses) to accomplish charitable. etc.. purposes: a a Expenses, contributions, gifts, etc. - total from Part I, column line Program-related investments - total from Part 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 requiredCash distribution test (attach the required scheduleQualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part line Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income. Enter 1% of Part I, line 27b (see instructionsAdjusted qualifying distributions. Subtract line 5 from line Note. The amount on line 6 will be used in Part V, column in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. Form 990-PF (2013) JSA I 3E14701000 Applied to undistributed income of prior years a Corpus. Add lines 31?. 4c. and 4e. Subtract line 5 Prior years' 10 09.063 JSA Form 990-PF Undistributed Income see instructions 2013 1 403 956.60 (3) Corpus Distributable amount for 2013 from Part Xl, Years pnor 102012 line Income, If any. as of the end of 2013: Enter amount for 2012 only Total for prior years: 20 Emess distributlons carryover, if any. to 2013: From 2008 I I I I I I 378, 957.00 From2009 I I I I I I 587 868.00 From 2010 I I I I I I 293 956.00 From2011 I I I I I I 340 674.00 From2012 I I I I I 620 326.98 Totaloflinesaalhroughe 221 781.98 Qualifying distributions for 2013 from Part XII, line4: 3,121,997.00 Applied to 2012, but not more than line 2a I I I (Election required - see instructions) Treated as distnbutions out of corpus (Election required - see instructions) I I Applied to 2013 distributable amount I I I Remaining amount distributed out of corpus Excess distributions carryover applied to 2013 I (If an amount appears in column the same amount must be shown in column Enter the net total of each column as indicated below: 1 403 956.17 1 718 040.83 3 939 822. 81 undistributed income. Subtract line4bfromline2b 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 . . . . . . . . Subtract line So from line 6b. Taxable amount-see instructions Undistributed income for 2012. Subtract line 4a from line 2a Taxable amount - see instructions . Undistn?buted 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 to satsfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions)_ I Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) I I I Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a I Analysis of line 9: Excess from 2009 . . . Excess from 2010 . . . Excess from 2011 . . . Excess from 2012 . . . Excess from 2013 378 957.00 3 560 865.81 868. 00 956. 00 674. 00 326.00 040.83 587 293 340 620 1 718 Form 3E1480 1 000 5 990-PF (2013) page 10 Part XIV Private Operating Foundations (see instructions and Part VII-A, question 9) 1a If the foundatron 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 . Check box to indicate whether the foundation is a private operating foundation described in sechon I I 4942(j)(3) or 4942(m5) 2a Enter the lesser of the ad? Tax year Pnor 3 years Total justed net income from Part 2013 2012 2011 2010 or the minimum Investment return from Pen for each year listed Qualifying drst?butlons from Pan XII, line 4 foreach year Ilsth . Amounts Included rn line 2c not used directly for active conduct of exempt . . . . . Qualifying distributions made directly for actrve conduct of exempt actMtIes Subtract lrne 2d from ltne 2c . . Complete aa. b, or for the allemabve test relied upon 'Assets' alternative test - enter. (1) . . . (2) Value of assets qualifying undersachm 49420)(3)(B)(i). . . . . 'Endowment' altematlve test- enter 213 of minimum Invest- ment return shown In Part X. . . 'Support' altematrve test - enter (1) Total support other than gross Investment Income (Interest. deends, rents. payments on secuntles loans (section or royaltiesSupport from general public and 5 or more exempt organizations a provrded In section 4942 0anan . . . . . . Largest amount of 51p- port from an exempt organtlm . . . . . . 4 Gross Investment Income. Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year - see instructions.) 1 Information Regarding Foundation Managers: a 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 (2) (3) 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. A 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check hereb 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 other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number or e-mail address of the person to whom applications should be addressed: The form in which applications should be submitted and information and materials they should include: Any submission deadlines: Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: ?Mgr: 000 Form 990-PF (2013) Form 990-Pf (2013) Supplementary Information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment Page 11 - - If recipient usan mdmdual. ?emp'em $130?" Amour-t Name and address (home or busmess) a, reelplenl a Paid during the year SEE SCHEDULE IV I 3, 023, 685 . 00 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3a 3,023,685.00 Approved for future payment SEE SCHEDULE 1 7 2 00 . 00 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3b 172,000.00 JSA Form 990-PF (2013) Form 990-PF (2013) Analysis of Income-Producing Activities Page 12 Enter gross amounts uniess otherwrse inc?cated. 1 10 11 12 13 Line No. Program servrce revenue: Unrelated business income Excluded bi section 512, 513. or 514 Busrness code Am 0U nt (6) Exclusron code Amount (6) Related or exempt function income JSee instructions.) 09.00 9 Fees and contracts from government agencres Membership dues and assessments I I I I I Interest on savings and temporary cash investments Dividends and interest from securities I I I I Net rental income or (loss) from real estate: a Debt-financed propedv . . . . . . . . . . Not debt-financed property Net rental income or (loss) from personal property Other investment income Gain or (loss) from sales of assets other than inventory Net income or (loss) from special events . . Gross profit or (loss) from sales of inventory. . 14 456, 667.00 18 1,777,188.00 Other revenue: a Subtotal. Add columns and I I I I Total. Add line 12. columns and . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 calculations. of Activities to the Accom Explain below how each activity for which income is reported in column of Part XVI-A contributed importantly to the accomplishment of the foundation's exempt purposes (other than by providing funds for such purposes). (See instructions.) worksheet in line 13 instructions to JSA 351492 1 000 of Exem 2,233,855.00 2, 233, 855. 00 Form 990-PF (2013) Form (2013) Page Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Did the organization directly or Indirectly engage in any of the followmg With any other organization described A Fig No in section 501(0) of the Code (other than section 501(c)(3) organizations) or in section 527. relating to political 4" i organizations? a Transfers from the reporting foundation to a noncharitable exempt organization of: r" (1) Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1am (2) Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1ai2 Other transactions: 53:7, (1) Sales of assets to a noncharitable exempt organization . I . 1b(1) (2) Purchases of assets from a noncharitable exempt organization I . . I I 1b(2) (3) Rental of facilities. equment. or other assets . (4) Reimbursement arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1bt4l (5) Loans or loan guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1b(5) (6) Performance of sewices or membership or fundraismg . . I . 1b(6) Sharing of faculties, eqUIpment, mailing lists. other assets, or paid employees . . I I 1c If the answer to any of the above is "Yes." complete the following schedule. Column 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 the value of the goods. other assets, or sewices received. Line no Amount involved Name of noncharitable exempt organization 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 Use Only Firm'saddress described in section 501(0) of the Code (other than section 501(c)(3)) or in section 527? . El Yes No if "Yes," complete the following schedule. Name of organization Type of organization Description of relationship A Under penalties of penu tare that have examined this retum. including accompanying schedules and statements. and to the best of my knowledge and belief. it is true. correct. and complete Decpreparer (other than taxpayer) is based on all information of which preparer has any knowledge Sign May the IRS discuss this return Here 1 Treasurer With the preparer shown below Signature of offi ro?u?e a Dad? (see instructions)? Yes No Paid Print/Type preparers name Preparer's Signature Date Check I I PTIN self-employed Preparer Firm's name Firm's EIN Phone no Form 990-PF (2013) JSA 3E1493 1 000 APS Foundation, Inc. EIN: 95-3735903 Arizona Form 99 Year Ended December 31, 2013 Part 1, Line 19 Other Professional Fees liiyee Trustee Fees Advisory Fee Consultant Fees Other Expenses Total Amount 43,918 23,638 271 30,485 98.312 Schedule I APS Foundation, Inc. EIN: 95-3735903 Form Year Ended December 31, 2013 Part Line 10a Investments - US. and State Government Obligations Investment Debt Total Part Line 10c Investments - Corporate Bonds Investment Debt Fixed Income Fund Net Assets Total Part 11, Line 13 Investments - Other Investment Equity US Equity Fund Net Assets International Equity Fund Net Assets Large Cap Growth BC Net Assets Total Market Value Market Value 10,045,867 10,045,867 9.501.109 5,860,006 4,707,966 20,069,08 1 Schedule II APS Foundation, Inc. EIN: 95?3735903 Form Year Ended December 31, 2013 DIRECTORS Donald E. Brandt David P. Falck Lindy R. Fisker John S. Hat?eld Tammy D. McLeod Mark A. Schiavoni OFFICERS Donald E. Brandt, Chairman and President David P. Falck, Secretary Tammy D. McLeod, Treasurer EXECUTIVE DIRECTOR Julie A. Coleman, Executive Director Schedule APS Foundation, Inc. Schedule IV EIN: 95-3735903 Form Year Ended December 31, 2013 Part XV, Line 3, Contributions Paid During the Year Donee Amount Arizona Community Foundation 200,000 Arizona Hispanic Chamber of Commerce Foundation 150,000 ASU Feundation for A New American University 181,100 AZ First 5.000 Boys Girls Clubs of the East Valley 10,000 Center for the Future of Arizona 50,000 Inc 100,000 Cochise College Foundation 26,294 Desert Botanical Garden 20,000 Future City Competition - AZ 5,000 Grand Canyon Association 1,000,000 Handson Greater Phoenix 10,000 Hopi Education Endowment Fund 81,000 Institute of Electrical And Electronics Engineers Inc. 15,000 Maricopa County Community College District Foundation 22,800 National Audubon Society 26,000 Rodel Charitable Foundation of Arizona 50,000 San Juan College Foundation 150,000 Scientelt-IZ Feimdation Inc 10,000 Boys Girls Clubs of Scottsdale Inc 5,000 St. Vincent de Paul Society 200,000 Teach For America Inc. 50,000 The Arizona Charter Schools Association 50,000 Translational Genomics Research Institute 520,000 University of Arizona Foundation 86,491 Total 3,023,685 APS Foundation, Inc. EIN: 95-3735903 Form 990-PF Year Ended December 31, 2013 Schedule Total Contributions Date Approved for Future Remaining Donee Approved Payments Contributions Center for the Future of Arizona 09/16/13 150,000 100,000 Hopi Education Endowment Fund 1 1/22/13 153,000 72,000 Pledge Payments 172,000