efile GRAPHIC rint - DO NOT PROCESS As Filed Data - DLN:93491319009953 Form990-PF or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation ~ For calendar year 2012, or tax year beginning 01-01-2012 A Employer identification number 74-2170127 Number and street (or PO box number 1f ma1l 1s not delivered to street address) P 0 BOX 8937 B Telephone number (see 1nstnuct1ons) Room/suite (713) 377-6685 City or town, state, and ZIP code THE WOODLANDS, TX 77387 r In1t1al return r In1t1al return of a former public charity r Final return r A mended return r Address change r Name change H Check type of organ1zat1on P Section 501(c)(3) exempt private foundation r Section 494 7(a)(l) nonexempt charitable trust r Other taxable private foundation J Accounting method P Cash r Accrual I Fair market value of all assets at end of year (from Part II, col. (c), r Other (specify) !me 16),..$ 133,156,145 G Check a II that apply (Part I, column (d) must be on cash basis.) Ci:: 2 Check ... Interest on savings and temporary cash investments 4 D1v1dends and interest from securities. Sa Gross rents 6a b .fl .fl !:: ~ Net gain or (loss) from sale of assets not on line 10 D 1. Foreign organizations, check here ~ ~ I I ~ I 2. Foreign organizations meeting the 85% test, check here and attach computation E If private foundation status was terminated under section 507( b)( l)(A), check here F If the foundation 1s in a 60-month temnmat1on under section (b) Net investment income ~ I check here (d) Disbursements (c) Adjusted net for charitable income purposes (cash basis only) 50?..(_llilJ.L~ 1,394,852 9 Income mod1f1cat1ons Gross sales less returns and allowances c Gross profit or (loss) (attach schedule) 12 Total. Add lines 1 through 11 13,529,444 l Less Cost of goods sold Other income (attach schedule) 13,529,444 .[ b 11 ~ 13,535,644 Gross sales price for all assets on line 6a Net short-term capital gain ~ -553, 135 39,071, 791 -553, 135 14,924,296 -553, 135 13 Compensation of officers, directors, trustees, etc 135,035 135,035 14 Other employee salaries and wages 157,018 157,018 74,652 74,652 6,217 6,217 15 Pension plans, employee benefits 16a Legal fees (attach schedule). ~ b Accounting fees (attach schedule). ~ 18,886 18,886 c Other professional fees (attach schedule) ~ 1, 180,400 1,180,400 50 4-> > 17 Interest 18 Taxes (attach schedule) (see 1nstnuct1ons) ~ 125, 103 ~ 5,561 '- !:: I Net rental income or (loss) 8 LI.I tr: ~ 24,700,630 1,394,852 Capital gain net income (from Part IV, line 2) )( p .:::; C If exemption application 1s pending, check here 1f the foundation 1s not required to attach Sch B 7 10a $ (a) Revenue and expenses per books total of amounts m columns (b), (c), and (d) may not necessanly equal the amounts m column (a) (see mstmctwns) ) 3 ; :r; ~ (The Contributions, gifts, grants, etc, received (attach schedule) b $ Analysis of Revenue and Expenses j Open to Public Inspection , and ending 12-31-2012 Name of foundation THE CYNTHIA & GEORGE MITCHELL FOUNDATION 1 2012 Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements Department of the Treasury Internal Revenue Service l:aiill OMB No 1545-0052 Return of Private Foundation 19 Deprec1at1on (attach schedule) and depletion -:::::: ..:r 20 Occupancy 59,303 59,303 -:::::: 21 Travel, conferences, and meetings. 47, 724 45,872 173,844 173,844 E !:: .:::; 22 Printing and publ1cat1ons ;::· - 23 Other expenses (attach schedule) • 24 Total operating and administrative expenses. ..... .:::; '- ~ 0 Add lines 13 through 23 ~ 1,983, 743 Contributions, gifts, grants paid. 12,871,500 26 Total expenses and disbursements. Add Imes 24 and 25 14,855,243 27 Subtract line 26 from line 12 25 a Excess of revenue over expenses and disbursements b Net investment income (1f negative, enter -0-) c Adjusted net income (1f negative, enter -0-) For Paperwork Reduction Act Notice, see instructions. 0 1,851,277 0 14,722,777 12,871,500 24,216,548 14,924,296 Cat No 11289X Form 990-PF (2012) Page 2 End of year (b) Book Value (c) Fair Market Value Form 9 9 O- P F ( 2 O1 2 ) Beginning of year (a) Book Value Attached schedules and amounts in the description column Balance Sheets should be for end-of-year amounts only (See instructions ) l:F.TillU 1 Cash-non-interest-bearing. 2 Savings and temporary cash investments 3 Accounts receivable,.. 342,918 456,157 456, 157 1,365,340 2,589,934 2,589,934 Less allowance for doubtful accounts,.. Pledges receivable,.. 4 Less allowance for doubtful accounts,.. 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other d1squal1f1ed persons (attach schedule) (see page 15 of the 1nstruct1ons). Other notes and loans receivable (attach schedule),.. 7 Less allowance for doubtful accounts,.. '-"' m '-"' '-"' ~ Inventories for sale or use 8 Prepaid expenses and deferred charges 9 10a Investments-Li S and state government obl1gat1ons (attach schedule) b Investments-corporate stock (attach schedule). c Investments-corporate bonds (attach schedule). 11 53,552,268 ~ 39, 784,577 103, 592, 824 5,806 ~ 2,135 4,903 1,961,842 ~ 26,512,327 Investments-land, bu1ld1ngs, and equipment basis,.. Less accumulated deprec1at1on (attach schedule),.. 12 Investments-mortgage loans 13 Investments-other (attach schedule) 14 Land, bu1ld1ngs, and equipment basis,.. 45,495 Less accumulated deprec1at1on (attach schedule),.. 43,360 15 Other assets (describe,.. 16 Total assets (to be completed by all filers-see the ~ ) 1nstruct1ons Also, see page 1, item I) 17 Accounts payable and accrued expenses 18 Grants payable 19 Deferred revenue -e 20 Loans from officers, directors, trustees, and other d1squal1f1ed persons Ei .:::; 21 Mortgages and other notes payable (attach schedule) .::i 22 Other l1ab1l1t1es (describe,.. 23 Total liabilities (add lines 17 through 22) ,fl 4-> Foundations that follow SFAS 117, check here ,.. ) 57,228,174 69,345,130 438 2,953 ~ ~ ~ 26,512,327 133, 156, 145 1, 750,000 90,895 91,333 1,752,953 57, 136,841 67,592,177 57, 136,841 67,592,177 57,228,174 69,345,130 I and complete lines 24 through 26 and lines 30 and 31. ,fl 4-> 24 u ~ Unrestricted • .:::; 25 Temporarily restricted .:::; 26 Permanently restricted - ca ;:: Foundations that do not follow SFAS 117, check here ::::! u.. :..... 0 ,fl 4_; .... p- and complete lines 27 through 31. 27 Capital stock, trust principal, or current funds 28 Pa1d-1n or capital surplus, or land, bldg, and equipment fund ,fl 29 ,fl Ci 30 4_; Retained earnings, accumulated income, endowment, or other funds Total net assets or fund balances (see page 1 7 of the 1nstruct1ons). z 31 Total liabilities and net assets/fund balances (see page 1 7 of the 1nstruct1ons) 1@101 1 2 Analysis of Changes in Net Assets or Fund Balances Total net assets or fund balances at beg1nn1ng of year-Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 1 57,136,841 Enter amount from Part I, line 27a 2 24,216,548 3 Other increases not included 1n line 2 (1tem1ze),.. 3 4 Add lines 1, 2, and 3 4 81,353,389 5 Decreases not included 1n line 2 (1tem1ze),.. 5 13,761,212 6 Total net assets or fund balances at end of year (line 4 minus line 5)-Part II, column (b), line 30 ~ 6 67 ,592,177 Form 990-PF (2012) Form 9 9 O- P F ( 2 O1 2 ) Page 3 l:F.Til•l"t Ca_e_1ta Gams an d Losses f or Tax on Investment Income (b) How acquired (a) List and describe the k1nd(s) of property sold (e g, real estate, 206,650 - SHS DEVON la (d) Date sold (mo, day, yr) (c) Date acquired P-Purchase D-Donat1on 2-story brick warehouse, or common stock, 200 shs MLC Co) (mo, day, yr) 2007-12-27 D b c d e (g) Cost or other basis (f) Deprec1at1on allowed (or allowable) (e) Gross sales price 13,535,644 a (h) Gain or (loss) (e) plus (f) minus (g) plus expense of sale 6,200 13,529,444 b c d e Complete only for assets showing gain 1n column (h) and owned by the foundation on 12/31/69 (j) AdJusted basis asof12/31/69 (i) FM V asof12/31/69 (I) Gains (Col (h) gain minus col (k), but not less than -0-) or Losses (from col (h)) (k) Excess of col (1) over col (J), 1f any 13,529,444 a b c d e { If gain, also enter 1n Part I, line 7 If (loss), enter -0- 1n Part I, line 7 2 Capital gain net income or (net capital loss) 3 Net short-term capital gain or (loss) as defined 1n sections 1222(5) and (6) If gain, also enter 1n Part I, line 8, column (c) (see 1nstruct1ons) If (loss), enter -01n Part I, line 8 •iBi•"• .. } 2 } 3 13,529,444 Quahf1cat1on 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 I Was the foundation liable for the section 4942 tax on the distributable amount of any year 1n the base period7 If"Yes," the foundation does not qualify under section 4940(e) Do not complete this part P- Yes No 1 Enterthe appropriate amount 1n each column for each year, see page 18 of the 1nstruct1ons before making any entries (a) Base period years Calendar year (or tax year beginning in) (b) Adjusted qualifying d1stnbut1ons (d) (c) Net value of nonchantable-use assets D1stnbut1on ratio (col (b) d1v1ded by col (c)) 2011 12,348,606 151,0 2 5 ,3 3 3 0 081765 2010 11,295,544 138,419 ,296 0 081604 2009 14 ,419 ,2 21 137 ,138,064 0 105144 2008 10 ,4 56 ,5 58 210,162,838 0 049755 2007 7 ,7 52,812 165,652,147 0 046802 2 Total of line 1, column (d). 2 0 365070 3 Average d1stribut1on ratio forthe 5-year base period-d1v1de the total on line 2 by 5, or by the number of years the foundation has been 1n existence 1f less than 5 years 3 0 073014 4 Enterthe net value ofnoncharitable-use assets for 2012 from Part X, line 5. 4 136,818,157 5 Multiply line 4 by line 3. 5 9,989,641 6 Enter 1% of net investment income (1% of Part I, line 27b). 6 149,243 7 Add lines 5 and 6. 7 10,138,884 8 Enter qual1fy1ng d1stribut1ons from Part XII, line 4. 8 15,092,777 If line 8 1s equal to or greater than line 7, check the box 1n Part VI, line 1 b, and complete that part using a 1 % tax rate See the Part VI 1nstruct1ons Form 990-PF (2012) Form 9 9 O- P F ( 2 O1 2 ) lfJ.fiifJI page Exempt operating foundations described in section 4940(d)(2), check here ,... la 4 Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 494S-see page lS of the instructions) Date of ruling or determ1nat1on letter instructions) I and enter "N/A" on line 1 (attach copy of letter if necessary-see b Domestic foundations that meet the section 4940 (e) requirements 1n Part V, check c All other domestic foundations enter 2% of line 27b Exempt foreign organizations enter 4% of Part I, line 12, col (b) 1 149,243 here,... p-and enter 1% of Part I, line 27b 2 Tax under section 511 (domestic section 4947(a)(l) trusts and taxable foundations only Others enter -0-) 2 3 Add lines 1 and 2. 3 4 Subtitle A (income) tax (domestic section 4947(a)(l) trusts and taxable foundations only Others enter -0-) 4 5 Tax based on investment income. Subtract line 4 from line 3 If zero or less, enter -0-. 5 149,243 6 Credits/Payments 7 233,000 s 1,121 a 2012 estimated tax payments and 2011 overpayment credited to 2012 6a b Exempt foreign organ1zat1ons-tax withheld at source 6b c Tax paid with appl1cat1on for extension oft1me to file (Form 8868) 6c Backup w1thhold1ng erroneously withheld. 6d d 7 123,000 110,000 Total credits and payments Add lines 6a through 6d. p- S Enter any penalty for underpayment of estimated tax Check here 9 Tax due. If the total ofl1nes 5 and 8 1s more than line 7, enter amount owed. 1f Form 2220 1s attached Overpayment. If line 7 1s more than the total of lines 5 and 8, enter the amount overpaid. 11 Enter the amount of line 10 to be Credited to 2013 estimated tax,... Part VII-A la ~ 9 10 82,636 J ,... 10 Refunded,... 11 8 2,636 Statements Re_g_ardin_g_ Act1v1t1es During the tax year, did the foundation attempt to influence any national, state, or local leg1slat1on or did 1t part1c1pate or intervene 1n any pol1t1cal campa1gn7 b 149,243 Yes No la No lb No le No Did 1t spend more than $100 during the year (either directly or 1nd1rectly) for pol1t1cal purposes (see page 19 of the 1nstruct1ons for def1n1t1on)7 If the answer 1s "Yes" to la or lb, attach a detailed descnptJOn of the act1v1t1es and copies of any matenals published or d1stnbuted by the foundatJOn 1n connection with the act1v1t1es. c D 1d the foundation file Form 1120-POL for this yea r7. d Enterthe amount (1fany) of tax on pol1t1cal expenditures (section 4955) imposed during the year e Enter the reimbursement (1f any) paid by the foundation during the year for pol1t1cal expenditure tax imposed (1) On the foundation ,... $ (2) On foundation managers ,... $ - - - - - - - - on foundation managers ,... $ - - - - - - - - 2 Has the foundation engaged 1n any act1v1t1es that have not previously been reported to the IRS7 2 Yes If "Yes," attach a detailed descnpt1on of the act1v1t1es. 3 Has the foundation made any changes, not previously reported to the IRS, 1n its governing instrument, articles of 1ncorporat1on, or bylaws, or other s1m1lar 1nstruments7 If "Yes," attach a conformed copy of the changes 4a b 5 3 No Did the foundation have unrelated business gross income of$1,000 or more during the year7. 4a No If "Yes," has 1t f1 led a tax return on Form 990-T for this yea r7. 4b Was there a l1qu1dat1on, term1nat1on, d1ssolut1on, or substantial contraction during the year7 5 No If "Yes," attach the statement required by General Instruct/On T. 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) sat1sf1ed either • By language 1n the governing instrument, or • By state leg1slat1on that effectively amends the governing instrument so that no mandatory d1rect1ons that conflict with the state law remain 1n the governing 1nstrument7 7 Did the foundation have at least $5,000 in assets at any time during the year7 If "Yes," complete Part II, col (c), and Part XV Sa 6 Yes 7 Yes Sb Yes Enterthe states to which the foundation reports orw1th which 1t 1s registered (see 1nstruct1ons) ,...TX b If the answer 1s "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 G7 If "No," attach explanation. 9 Is the foundation cla1m1ng status as a private operating foundation w1th1n the meaning of section 4942(J)(3) or 4 9 4 2 (J)(5) for calendar year 2 O 12 or the taxable year beg1nn1 ng 1n 2O12 (see 1nstruct1ons for Pa rt XIV )7 If "Yes," complete Part XIV 10 Did any persons become substantial contributors during the tax year7 If "Yes," attach a schedule /Jstmg their names and addresses 9 No 10 No Form 990-PF (2012) Form 9 9 O- P F ( 2 O1 2 ) I :F.Til I'd 9~1 Page I 11 At any time during the year, did the foundation, directly or 1nd1rectly, own a controlled entity w1th1n the 12 Did the foundation make a d1stribut1on to a donor advised fund over which the foundation or a d1squal1f1ed person had meaning of section 512(b)(13)7 If"Yes," attach schedule (see 1nstruct1ons) ~- 11 Yes advisory priv11eges7 If"Yes," attach statement (see 1nstruct1ons) 12 13 Did the foundation comply with the public 1nspect1on requirements for its annual returns and exemption appl1cat1on7 13 14 The books are 1n care of,.._JO_H_N_P_L_A_N_C_H_A_R_D _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Telephone no ,..(713) 377-6685 Located at ... p 0 BOX 8937 THE WOODLANDS TX 15 No Yes ZI p +4 ... .;..7-'-7....;;3....;8;_7;...__ _ _ _ _ _ __ ,.. I Section 494 7(a)(l) nonexempt charitable trusts f1l1ng Form 990-PF 1n lieu of Form 1041-Check here. and enter the amount of tax-exempt interest received or accrued during the year. 16 5 Statements Re_g_ardin_g_ Activities continued} • ,.. 15 At any time during calendar year 2012, did the foundation have an interest 1n or a signature or other authority over a bank, securities, or other f1nanc1al account 1n a foreign country?. 16 No See 1nstruct1ons for exceptions and f1l1ng requirements for Form TD F 90-22 1 If "Yes", enter the name of the foreign country ,.. ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Part Vll-B Statements Re_g_ardin_g_ Activities for Which Form 4720 Ma_y Be Re_g_u1red File Form 4720 if any item is checked in the "Yes" column, unless an exception applies. Yes No la During the year did the foundation (either directly or 1nd1rectly) (1) Engage 1n the sale or exchange, or leasing of property with a d1squal1f1ed person? p- No No Yes I pI I Yes P- No I Yes P- No I Yes PI P- Yes (2) Borrow money from, lend money to, or otherwise extend credit to (or accept 1t from) a d1squal1f1ed person?. (3) Furnish goods, services, or fac1l1t1es to (or accept them from) a d1squal1f1ed person? (4) Pay compensation to, or pay or reimburse the expenses of, a d1squal1f1ed person? Yes No No (5) Transfer any income or assets to a d1squal1f1ed person (or make any of either available for the benefit or use of a d1squal1f1ed person)?. (6) Agree to pay money or property to a government off1c1al7 (Exception. Check "No" 1f the foundation agreed to make a grant to or to employ the off1c1al for a period after term1nat1on of government service, 1f term1nat1ng w1th1n 90 days ). b If any answer 1s "Yes" to la(l )-(6 ), did any of the acts fail to qualify under the exceptions described 1n Regulations lb section 53 4941(d)-3or1n a current notice regarding disaster assistance (see page 20 of the 1nstruct1ons)7. No O rgan1zat1ons relying on a current notice regarding disaster assistance check here. c Did the foundation engage 1n a prior year 1n any of the acts described 1n 1 a, other than excepted acts, le that were not corrected before the first day of the tax year beg1nn1ng 1n 20127. 2 Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private operating foundation defined 1n section 4942(J)(3) or4942(J)(5)) a At the end of tax year 2012, did the foundation have any undistributed income (lines 6d I and 6e, Part XIII) for tax year(s) beg1nn1ng before 20127. If"Yes," list the years,.. b 20 _ _ , 20 _ _ , 20 _ _ , Yes P- No 20 _ _ Are there any years listed 1n 2a for which the foundation 1s not applying the prov1s1ons of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed 1ncome7 (If applying section 4942(a)(2) to all years listed, answer "No" and attach statement-see 1nstruct1ons). c If the prov1s1ons of section 4942(a)(2) are being applied to any of the years listed 1n 2a, list the years here .... 3a 20 20 _ _ , 20 _ _ , 20 _ _ Did the foundation hold more than a 2% direct or 1nd1rect interest 1n any business enterprise at any time during the year7. b 2b I Yes P- No If "Yes," did 1t have excess business holdings 1n 2012 as a result of (1) any purchase by the foundation or d1squal1f1ed persons after May 26, 1969, (2) the lapse of the 5-year period (or longer period approved by the Comm1ss1oner under section 4943(c)(7 )) to dispose of holdings acquired by gift or bequest, or (3) the lapse of the 10-, 15-, or 2 0-yea r f1 rst phase hold1 ng period7 (Use Schedule C, Form 4720, to determme 4a b Jf the foundation had excess bus mess holdmgs m 2012.). 3b Did the foundation invest during the year any amount 1n a manner that would Jeopardize its charitable purposes? 4a No 4b No Did the foundation make any investment 1n a prior year (but after December 31, 1969) that could Jeopardize its charitable purpose that had not been removed from Jeopardy before the first day of the tax year beg1nn1ng 1n 20127 Form 990-PF (2012) Form 9 9 O- P F ( 2 O1 2 ) l:F.Till'd!l!l:I Sa Statements Re_g_ardin_g_ Activities for Which Form 4720 Ma_y Be Re_g_uired I continued} Page 6 During the year did the foundation pay or incur any amount to (1) Carry on propaganda, or otherwise attempt to influence leg1slat1on (section 4945(e))7 I Yes [7 No I I Yes No Yes [7 [7 I Yes [7 No .I Yes [7 No (2) Influence the outcome of any spec1f1c public election (see section 4955), or to carry on, directly or 1nd1rectly, any voter reg1strat1on drive7. (3) Provide a grant to an 1nd1v1dual for travel, study, or other s1m1lar purposes? No (4) Provide a grant to an organ1zat1on other than a charitable, etc, organ1zat1on described 1n section 509(a)(l ), (2), or (3), or section 4940(d)(2)7 (see 1nstruct1ons). (S) Provide for any purpose other than rel1g1ous, charitable, sc1ent1f1c, literary, or educational purposes, or for the prevention of cruelty to children or an1mals7. b If any answer 1s "Yes" to 5a(l )-(5 ), did any of the transactions fail to qualify under the exceptions described 1n Regulations section 53 4945 or 1n a current notice regarding disaster assistance (see 1nstruct1ons)7. c Sb _,,. I O rgan1zat1ons relying on a current notice regarding disaster assistance check here. If the answer 1s "Yes" to question 5a(4 ), does the foundation claim exemption from the tax because 1t ma1nta1ned expenditure respons1b1l1ty for the grant?. I Yes I No I Yes [7 No If "Yes," attach the statement required by Regulations sectJOn 53.4945-5(d). 6a Did the foundation, during the year, receive any funds, directly or 1nd1rectly, to pay premiums on a personal benefit contract?. b Did the foundation, during the year, pay premiums, directly or 1nd1rectly, on a personal benefit contract?. 6b No If "Yes" to 6b, file Form 8870. 7a b At any time during the tax year, was the foundation a party to a proh1b1ted tax shelter transact1on7 l:tfii+dil 1 I Yes f7 No If yes, did the foundation receive any proceeds or have any net income attributable to the transact1on7. 7b Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors List all officers, directors, trustees, foundation managers and their compensation (see instructions). (a) Name and address (b) Title, and average hours per week devoted to pos1t1on (c) Compensation (If not paid, enter -0-) (d) Contributions to employee benefit plans and deferred compensation (e) Expense account, other allowances See Add1t1onal Data Table 2 Compensation of five highest-paid employees (other than those included on line 1-see instructions). If none, enter "NONE." (a) Name and address of each employee paid more than $50,000 MARYL HASTINGS~ 24 WATERWAY AVE SUITE 300 THE WOODLANDS, TX 77380 (b) Title, and average hours per week devoted to pos1t1on ENV PROGRAM 40 00 Total number of other employees paid over $50,000. (c) Compensation 157,018 (d) Contributions to employee benefit plans and deferred compensation (e) Expense account, other allowances 9,871 ,,. Form 990-PF (2012) Form 9 9 O- P F ( 2 O1 2 ) •iBi•"IU• 3 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". (b) Type of service (a) Name and address of each person paid more than $50,000 VIANO VO (c) Compensation SEE ATTACHED 5 50 ,000 SEE ATTACHED 140 ,000 SEE ATTACHED 120 ,000 SEE ATTACHED 60 ,000 327 CONGRESS AUSTIN, TX 78701 BRICKFIELD BURCHETTE RITTS STONE 1025 THOMAS JEFFERSON WASHINGTON, DC 20007 FT I C 0 N SU LT I N GS C I N C 88 PINE ST 32ND FLOOR NEWYORK,NY 10005 ENTERPRISE RISK CONSULTING LLC 551 WCORDOVA ROAD SANTA FE,NM 87506 ... Total number of others rece1v1ng over $50,000 for professional services. l:tfilf!#.;j 3 Summary of Direct Charitable Activities List the foundation's four largest direct charitable act1v1t1es during the tax year Include relevant stat1st1cal information such as the number of organizations and other benef1c1aries served, conferences convened, research papers produced, etc Expenses 1 370 ,000 2 3 4 ~ Summar_y of Pro_g_ram-Related Investments _(_see instruct1onsl Describe the two largest program-related investments made by the foundation during the tax year on Imes 1 and 2 A mount 1 N/A 2 All other program-related investments See page 24 of the 1nstruct1ons 3 Total. Add lines 1 throu_g_h 3. ... l Form 990-PF (2012) Form 9 9 O- P F ( 2 O1 2 ) l:tfil!I 1 page 8 Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instruct1onsj Fair market value of assets not used (or held for use) directly 1n carrying out charitable, etc, purposes a Average monthly fair market value of securities. la 134,814,776 b Average of monthly cash balances. lb 4,086,906 c Fair market value of all other assets (see 1nstruct1ons). le 0 d Total (add lines la, b, and c). ld 138,901,682 e Reduction claimed for blockage or other factors reported on lines 1 a and le (attach detailed explanation). l le l 2 Acqu1s1t1on indebtedness applicable to line 1 assets. 2 3 Subtract line 2 from line ld. 3 138,901,682 4 Cash deemed held for charitable act1v1t1es Enter 1 1/2% of line 3 (for greater amount, see 4 2,083,525 1ns truct10 ns ). 5 Net value of noncharitable-use assets. Subtract line 4 from line 3 Enter here and on Part V, line 4 5 136,818,157 6 Minimum investment return. Enter 5% of line 5. 6 6,840,908 l:J.fil!d Distributable Amount (see instructions) (Section 4942(J)(3) and (J)(S) private operating foundations and certain forei_g_n oi:g_an1zat1ons check here..,._ and do not com_Q_lete this _Q_artj r 1 M 1n1mum investment return from Part X, line 6. 2a Tax on investment income for 2012 from Part VI, line 5. 1 l 2a l l 2b l b Incometaxfor2012 (This does not include the tax from Part VI ). c Add lines 2a and 2b. 2c Distributable amount before adJustments Subtract line 2c from line 1. 3 4 Recoveries of amounts treated as qual1fy1ng d1stribut1ons. 4 5 Add lines 3 and 4. 5 6 Deduction from distributable amount (see 1nstruct1ons). 6 7 Distributable amount as adJusted Subtract line 6 from line 5 Enter here and on Part XIII, 3 7 line 1. 1m1:.+• 1 6,840,908 149,243 149,243 6,691,665 6,691,665 6,691,665 Qualifying Distributions (see instructions) Amounts paid (1nclud1ng adm1n1strat1ve expenses) to accomplish charitable, etc, purposes a b 2 Expenses, contributions, gifts, etc -total from Part I, column (d), line 26. la Program-related investments-total from Part IX-B. lb 14,722,777 Amounts paid to acquire assets used (or held for use) directly 1n carrying out charitable, etc, purposes. 3 2 370,000 Amounts set aside for spec1f1c charitable proJects that satisfy the a Su1tab1l1ty test (prior IRS approval required). 3a b Cash d1stribut1on test (attach the required schedule). 3b 4 Qualifying distributions. Add lines la through 3b Enter here and on Part V, line 8, and Part XIII, line 4 4 15,092,777 5 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 1nstruct1ons). 5 149,243 Adjusted qualifying distributions. Subtract line 5 from line 4. 6 14,943,534 6 Note: The amount on line 6 will be used 1n Part V, column (b), 1n subsequent years when calculating whether the foundation qual1f1es for the section 4940(e) reduction of tax 1n those years Form 990-PF (2012) Form 9 9 O- P F ( 2 O1 2 ) •:F.Til1:.n• Page 9 I Undistributed Income see instructions} (a) Corpus 1 Distributable amount for 2012 from Part XI, line 7 2 U nd1stributed income, 1f any, as of the end of 2012 a Enter amount for 2011 only. b Total for prior years 20 __ , __ , 20 20 3 Excess d1stribut1ons carryover, 1fany, to 2012 a From 2007. (b) Years prior to 2011 (c) 2011 (d) 2012 6,691,665 -- b From 2008. c From 2009. 7,420,914 d From 2010. 4,400, 711 e From 2011. 5,041, 777 f Total of lines 3a through e. 16,863,402 4 Q ual1fy1ng d1stribut1ons for 2012 from Part XII, line 4 .... $ 15,092,777 a Applied to 2011, but not more than line 2a b A ppl1ed to undistributed income of prior years (Election required-see 1nstruct1ons). c Treated as d1stribut1ons out of corpus (Election required-see 1nstruct1ons). 6,691,665 d Applied to 2012 distributable amount. e Rema1n1ng amount distributed out of corpus 5 8,401, 112 Excess d1stribut1ons carryover applied to 2012 (If an amount appears 1n column (d), the same amount must be shown 1n column (a).) 6 Enter the net total of each column as indicated below: a Corpus Add lines 3f, 4c, and 4e Subtract line 5 25,264,514 b Prior years' undistributed income Subtract line 4b from line 2b. c Enter the amount of prior years' undistributed income for which a notice of def1c1ency 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 1nstruct1ons. e U nd1stributed income for 2011 Subtract line 4a from line 2a Taxable amount-see 1nstruct1ons. f U nd1stributed income for 2O12 Subtract lines 4d and 5 from line 1 This amount must be distributed 1n 2013. 7 A mounts treated as d1stribut1ons out of corpus to satisfy requirements imposed by section 170(b)(l)(F) or4942(g)(3) (see 1nstruct1ons). 8 Excess d1stribut1ons carryover from 2007 not applied on line 5 or line 7 (see 1nstruct1ons). 9 Excess distributions carryover to 2013. Subtract lines 7 and 8 from line 6a. 10 Analysis ofl1ne 9 a Excess from 2008. 7,420,914 b Excess from 2009. 4,400, 711 c Excess from 2 O 1 O • 5,041, 777 d Excess from 2 O11. 8,401, 112 e Excess from 2 O1 2. 0 25,264,514 Form 990-PF (2012) Form 9 9 O- P F ( 2 O1 2 ) Mitii!ufM la Private Page o Foundations see instructions and Pa rt VII-A If the foundation has received a ruling or determ1nat1on letter that 1t 1s a private operating foundation, and the ruling 1s effective for 2012, enter the date of the ruling. ...-~----------------- b Check box to 1nd1cate whether the organ1zat1on IS a private operating foundation described In section 2a 3 Enter the lesser of the adJusted net income from Part I or the m1n1mum investment return from Part X for each year listed. b 85% ofl1ne 2a. c Q ual1fy1ng d1stribut1ons from Part XII, line 4 for each year listed. d Amounts included in line 2c not used directly for active conduct of exempt act1v1t1es. e Q ual1fy1ng d1stribut1ons made directly for active conduct of exempt act1v1t1es Subtract line 2d from line 2c. Tax year (a)2012 r r 4942(J)(3) or Prior 3 years (b)2011 10 uest1on 9 (c) 2O1 O 4942(J)(5) (e) Total (d) 2009 Complete 3a, b, or c for the alternative test relied upon a "Assets" alternative test-enter b c (1) Value of all assets. (2) Value of assets qual1fy1ng under section 4942(J)(3 )(B)(1) "Endowment" alternative test- enter 2/3 of m1n1mum investment return shown 1n Part X, line 6 for each year listed. "Support" alternative test-enter (1) Total support other than gross investment income (interest, d1v1dends, rents, payments on securities loans (section 512(a)(5)), or royalties). (2) Support from general public and 5 or more exempt organ1zat1ons as provided 1n section 4942(J)(3)(B)(111). (3) Largest amount of support from an exempt organ1zat1on (4) Gross investment income ~-:1!) 1 a Supplementary Information (Complete this part only if the organization 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 1fthey have contributed more than $5,000) (See section 507(d)(2)) 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 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: ..-r Check here 1fthe foundation only makes contributions to preselected charitable organ1zat1ons and does not accept unsol1c1ted requests for funds If the foundation makes gifts, grants, etc (see 1nstruct1ons) to 1nd1v1duals or organ1zat1ons under other cond1t1ons, complete items 2a, b, c, and d a The name, address, and telephone number or e-mail of the person to whom appl1cat1ons should be addressed THE CYNTHIA GEORGE MITCHELL FDN P 0 BOX 8937 THE WO 0 DLA ND S, TX 77 3 8 7 (713) 377-6685 b The form 1n which appl1cat1ons should be submitted and 1nformat1on and materials they should include GRANT INQUIRIES AND GRANT FUNDING REQUESTS ARE MAKE THROUGH THE FOUNDATIONS WEB SITE, CGMF ORG c Any subm1ss1on deadlines N/A d Any restrictions or l1m1tat1ons on awards, such as by geographical areas, charitable fields, kinds of 1nst1tut1ons, or other factors THE FOUNDATIONS ACCEPTS GRANT REQUESTS THAT FOCUS ON THE FOLLOWING INITIATIVES WATER, CLEAN ENERGY, SUSTAINABILITY SCIENCE, NATURAL GAS SUSTAINABILITY Form 990-PF (2012) Form 9 9 O- P F ( 2 O1 2 ) Page 11 lifil!tfJ Supplementary Information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment Rec1p1ent Name and address (home or business) If rec1p1ent 1s an 1nd1v1dual, show any relat1onsh1p to any foundation manager or substantial contributor Foundation status of rec1p1ent Purpose of grant or contribution A mount a Paid dunng the year See Add1t1onal Data Table Total. .... 3a .... 3b 12,871,500 b Approved for future payment Total. Form 990-PF (2012) Form 9 9 O- P F ( 2 O1 2 ) Page 12 I :F.Til •;i,.~ !IZ~J Ana!Y_s1s o f Income-Pro d ucm_g_ Act1v1t1es Enter gross amounts unless otherwise 1nd1cated 1 Program service revenue Unrelated business income (a) Business code (e) Related or exempt function income (See 1nstruct1ons ) Excluded by section 512, 513, or 514 (b) (c) (d) A mount Exclusion code A mount a b c d e f g Fees and contracts from government agencies 2 3 4 5 Membership dues and assessments. Interest on savings and temporary cash investments D1v1dends and interest from securities. 6 1,394,852 18 13,529,444 30 -514,452 Net rental income or (loss) from real estate a Debt-financed property. b Not debt-financed property. 6 7 8 9 10 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. COOKS BRANCH CONSERV 11 Other revenue aLTD-P b COOKS BRANCH CONSERV GP IN 30 -1, 755 c COOKS BRANCH CONSERV LTD-P 30 -19,142 d COOKS BRANCH CONSERV LTD-P 30 -17,726 e COOKS BR CONSERV GP INTERES 30 12 Subtotal Add columns (b), (d), and (e). 13 Total. Add line 12, columns (b), (d), and (e). -60 14,371, 161 13~~~~~~~~-1_4~,_3_7_1~,1_6~1 (See worksheet 1n line 13 1nstruct1ons to verify calculations) r h ment o f I :F.Til •;i,.Ull :1 Re I at1ons h"~o f Act1v1t1es to t h e Accom_m1s .. Line No. 1 lC Exem~t Pur~oses Explain below how each act1v1ty for which income 1s reported 1n column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation's exempt purposes (other than by prov1d1ng funds for such purposes) (See 1nstruct1ons ) CONSERVATION Form 990-PF (2012) [etile GRAPHIC print - DO NOT PROCESS JAs Filed Data - J DLN:93491319009953] Schedule B Schedule of Contributors OMB No 1545-0047 (Form 990, 990-EZ, or 990-PF) ,... Attach to Form 990, 990-EZ, or 990-PF. 2012 Departrrent of the Treasury Internal Re1.enue Ser1,1ce TEmployer identification number Name of the organization THE CYNTHIA & GEORGE MITCHELL FOUNDATION 174-2170127 Organization type (check one) Filers of: Form 990 or 990-EZ Form 990-Ff" Section: r r r 4947( a)( 1) nonexempt charitable trust not treated as a private foundation P" 501(c)(3) exempt private foundation r r 501(c)( ) (enter number) organization 527 pol1t1cal organization 4947( a)( 1) nonexempt charitable trust treated as a private foundation 501(c)(3) taxable private foundation Check 1f your organization 1s 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 Rule and a Special Rule See 1nstruct1ons General Rule P" For an organization f1l1ng Form 990, 990-EZ, or 990-Ff" that received, during the year, $5,000 or more ( 1n money or property) from any one contributor Complete Parts I and II Special Rules 1 I For a section 501 ( c )( 3) organization f1l1ng Form 990 or 990-EZ that met the 33 13 % support test of the regulations under sections 509( a)( 1) and 170( b)( 1 )(A)(v1) 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 (1) Form 990, Part VIII, line 1h, or (11) Form 990-EZ, line 1 Complete Parts I and II I For a section 501 ( c )(7), ( 8), or ( 10) organization f1l1ng Form 990 or 990-EZ that received from any one contributor, during the year, total contributions of more than $1,000 for use exclus1vely for rel1g1ous, charitable, sc1ent1f1c, literary, or educational purposes, or the prevention of cruelty to children or animals Complete Parts I, II, and Ill I For a section 501 ( c )(7), ( 8), or ( 10) organization f1l1ng Form 990 or 990-EZ that received from any one contributor, during the year, contributions for use exclus1vely for rel1g1ous, charitable, etc , purposes, but these contributions did not total to more than $1, 000 If this box 1s checked, enter here the total contributions that were received during the year for an exclus1vely rel1g1ous, charitable, etc, purpose Do not complete any of the parts unless the General Rule applies to this organization because 1t received nonexclus1vely rel1g1ous, charitable, etc , contributions of $5,000 or more during the year . . . . . . . . . . . . . . . . . . . . . . . . . ,... $ Caution. An organization that 1s not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-Ff"), but 1t must answer "No" on Part IV, line 2 of its Form 990, or check the box on line Hof its Form 990-EZ or on Part I, line 2 of its Form 990-Ff", to certify that 1t does not meet the f1l1ng requirements of Schedule B (Form 990, 990-EZ, or 990-Ff") For Paperwork Reduction Pct Notice, see the Instructions for Form 990, 990-EZ, or 990-PF Cat No 30613X Schedule B (Form 990, 990-EZ, or 990-PF) (2012) Schedule B (Form 990, 990-EZ, or 990-Ff") (2012) Page 2 Name of organization Employer identification number THE CYNTHIA & GEORGE MITCHELL FOUNDATION .. (a) No. 74-2170127 Contributor S (see instructions) Use duplicate copies of Part I 1f add1t1onal space 1s needed (b) Name, address, and ZIP+ 4 (c) Total contributions 1 -GEORGE P MITCHELL P 0 BOX 8937 THE WOODLANDS, TX (a) No. $ 24,700,630 77387 (d) Type of contribution Person Payroll Noncash r r p (Complete Part II 1f there 1s a noncash contribution ) (b) Name, address, and ZIP+ 4 (c) Total contributions (d) Type of contribution Person Payroll Noncash -- $ r r r (Complete Part II 1f there 1s a noncash contribution ) (a) No. (b) Name, address, and ZIP+ 4 (c) Total contributions (d) Type of contribution Person Payroll Noncash -- $ r r r (Complete Part II 1f there 1s a noncash contribution ) (a) No. (b) Name, address, and ZIP+ 4 (c) Total contributions (d) Type of contribution Person Payroll Noncash -- $ r r r (Complete Part II 1f there 1s a noncash contribution ) (a) No. (b) Name, address, and ZIP+ 4 (c) Total contributions (d) Type of contribution Person Payroll Noncash -- $ r r r (Complete Part II 1f there 1s a noncash contribution ) (a) No. (b) Name, address, and ZIP+ 4 (c) Total contributions -- $ (d) Type of contribution Person Payroll Noncash r r r (Complete Part II 1f there 1s a noncash contribution ) Schedule B (Form 990, 990-EZ, or 990-PF) (2012) Schedule B (Form 990, 990-EZ, or 990-Ff") (2012) Page 3 Name of organization Employer identification number THE CYNTHIA & GEORGE MITCHELL FOUNDATION l:F.1llII (a) l\b. from Part I l\bncas h Property (see instructions) 74-2170127 Use duplicate copies of Part II 1f add1t1onal space 1s needed (c) FMV (or estimate) (b) Description of noncash property given (see instructions) (d) Date received 1 -LIMITED PARTNERSHIP INTEREST $ (a) l\b. from Part I 24,700,630 (c) FMV (or estimate) (b) Description of noncash property given (see instructions) 2012-01-02 (d) Date received -$ (a) l\b. from Part I (c) FMV (or estimate) (b) Description of noncash property given (see instructions) (d) Date received -$ (a) l\b. from Part I (c) FMV (or estimate) (b) Description of noncash property given (see instructions) (d) Date received -$ (a) l\b. from Part I (c) FMV (or estimate) (b) Description of noncash property given (see instructions) (d) Date received -$ (a) l\b. from Part I (c) FMV (or estimate) (b) Description of noncash property given (see instructions) (d) Date received -$ Schedule B (Form 990, 990-EZ, or 990-PF) (2012) Schedule B (Form 990, 990-EZ, or 990-Ff") (2012) Page 4 Name of organization Employer identification number THE CYNTHIA & GEORGE MITCHELL FOUNDATION 74-2170127 Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations that total more than $1,000 for the year. Complete columns (a) through (e) and the follow 1ng line entry For organizations completing Part Ill, enter the total of exclus1vely rel1g1ous, charitable, etc , contributions of $1,000 or less for the year (Enter this 1nformat1on once See 1nstruct1ons ) ,... $ Use duplicate copies of Part Ill if add1t1onal space 1s needed (a) l\b. from Part I (b) Purpose of gift (c) Use of gift (d) Description of how gift is held -- Transferee's name, address, and ZIP 4 (a) l\b. from Part I (b) Purpose of gift (e) Transfer of gift Relationship of transferor to transferee (c) Use of gift (d) Description of how gift is held -- Transferee's name, address, and ZIP 4 (a) l\b. from Part I (b) Purpose of gift (e) Transfer of gift Relationship of transferor to transferee (c) Use of gift (d) Description of how gift is held -- Transferee's name, address, and ZIP 4 (a) l\b. from Part I (b) Purpose of gift (e) Transfer of gift Relationship of transferor to transferee (c) Use of gift (d) Description of how gift is held -- Transferee's name, address, and ZIP 4 (e) Transfer of gift Relationship of transferor to transferee Schedule B (Form 990, 990-EZ, or 990-PF) (2012) Form 9 9 O- P F ( 2 O1 2 ) lifil!tfdl 1 Page 13 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations Did the organ1zat1on directly or indirectly engage in any of the following with any other organization described in section Yes No SOl(c) of the Code (other than section 501(c)(3) organ1zat1ons) or in section 527, relating to political organ1zat1ons7 a Transfers from the reporting foundation to a noncharitable exempt organ1zat1on of (1) Cash. 1a(1) No (2) Other assets. 1a(2) No (1) Sales of assets to a noncharitable exempt organ1zat1on. 1b(1) No (2) Purchases of assets from a noncharitable exempt organ1zat1on. 1b(2) No (3) Rental of fac1l1t1es, equipment, or other assets. 1b(3) No (4) Reimbursement arrangements. 1b(4) No (5) Loans or loan guarantees. lb(S) No (6) Performance of services or membership or fundra1s1ng sol1c1tat1ons. 1b(6) No le No b Other transactions c Sharing of fac1l1t1es, equipment, ma1l1ng lists, other assets, or paid employees. d If the answer to any of the above 1s "Yes," complete the following schedule Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting foundation If the foundation received less than fair market value 1n any transaction or sharing arrangement, show 1n column (d) the value of the goods, other assets, or services received (a) Line No (b) Amount involved (c) Name of nonchantable exempt organ1zat1on (d) Description of transfers, transactions, and sharing arrangements 2a Is the foundation directly or 1nd1rectly aff1l1ated with, or related to, one or more tax-exempt organ1zat1ons .Ives described 1n section 5O1 (c) of the Code (other than section 5O1 (c )(3 )) or 1n section 5 2 7 7. b If"Yes," complete the following schedule (a) Name of organ1zat1on Sign Here (b) Type of organ1zat1on (c) Description of relat1onsh1p Under penalties of perJury, I declare that I have examined this return, 1nclud1ng accompanying schedules and statements, and to the best of my knowledge and belief, 1t 1s true, correct, and complete Declaration of preparer (other than taxpayer or f1duc1ary) 1s based on all 1nformat1on of which preparer has any knowledge ~ i 2013-11-14 ****** Signature of officer or trustee Date Print/Type preparer's name Pre pa re r's S 1g nature ~ lMay the IRS discuss this retur1 with the shown below ****** pre~rer (see instr )7 Title Date [7 Yes I No PTIN Check 1f selfemployed ~r JAMES B HRUZEK Paid Preparer Use Only Firm's name ~ JAMES B HRUZEK CONKLIN HRUZEK & CO PC 2013-11-15 Firm's EIN ~ Phone no (713) 224-2300 801 TRAVIS SUITE 2050 Firm's address ~ HOUSTON, TX 77002 Form 990-PF (2012) Form 990PF Part VIII Line 1 - List all officers, directors, trustees, foundation managers and their compensation (a) Name and address ~ GEORGE P MITCHELL (b) Title, and average hours per week devoted to pos1t1on (c) Compensation (If not paid, enter -0-) (d) Contributions to employee benefit plans and deferred compensation (e) Expense account, other allowances CHAIRMAN 0 00 0 0 0 DIRECTOR 0 00 0 0 0 DIRECTOR 0 00 0 0 0 DIRECTOR 0 00 0 0 0 DIRECTOR 0 00 0 0 0 DIRECTOR 0 00 0 0 0 ROTATING DIR 0 00 0 0 0 DIRECTOR 0 00 0 0 0 DIRECTO R/TRE 0 00 0 0 0 DIRECTOR 0 00 0 0 0 133,285 7 ,937 0 DIRECTOR 0 00 0 0 0 DIRECTOR 0 00 1,7 50 0 0 P 0 BOX 8937 THE WO 0 DLA ND S, TX 77387 ~ MEREDITH L DREISS P 0 BOX 8937 THE WO 0 DLA ND S, TX 77387 ~ PAMELA MITCHELL MAGUIRE P 0 BOX 8937 THE WO 0 DLA ND S, TX 77387 ~ BRIAN GREGORY MITCHELL P 0 BOX 8937 THE WO 0 DLA ND S, TX 77387 MARK DOUGLAS MITCHELL ~ P 0 BOX 8937 THE WO 0 DLA ND S, TX 77387 ~ MICHAEL KENT MITCHELL P 0 BOX 8937 THE WO 0 DLA ND S, TX 77387 SARAH SCOTT MITCHELL ~ 24 WATERWAY AVE SUITE 300 THE WO 0 DLA ND S, TX 77380 JOHN KIRK MITCHELL ~ P 0 BOX 8937 THE WO 0 DLA ND S, TX 77387 CARLETON GRANT MITCHELL ~ P 0 BOX 8937 THE WO 0 DLA ND S, TX 77387 GEORGE SCOTT MITCHELL ~ P 0 BOX 8937 THE WO 0 DLA ND S, TX 77387 KATHERINE LORENZ ~ PRESIDENT/DI 40 00 P 0 BOX 8937 THE WO 0 DLA ND S, TX 77387 MEREDITH LORENZ ~ P 0 BOX 8937 THE WO 0 DLA ND S, TX 77387 ADRIENNE DREISS ROPP ~ PO BOX 8937 THE WO 0 DLA ND S, TX 77387 Form 990PF Part XV Line 3 - Grants and Contributions Paid During the Year or Approved for Future Payment Rec1p1ent Name and address (home or business) If rec1p1ent 1s an 1nd1v1dual, show any relat1onsh1p to any foundation manager or substantial contributor Foundation status of rec1p1ent Purpose of grant or contribution A mount a Paid dunng the year AMERICAN HEALTH ASSISTANCE FD 22512 GATEWAY CENTER DR CLARKSBURG,MD 20871 N/A 509(A)(l) RESEARCH ON ALZHEIMER DISEASE 10 ,000 AMERICAN YOUTH WORKS 1901 E BEN WHITE BL V D AUSTIN,TX 78741 N/A 509(A)(l) EMPOWERING AT-RISK YOUTH 10 ,000 ASSOCIATION OF SMALL FOUNDATION 1720 N STREET NW WASHINGTON, DC 20036 N/A 509(A)(2) E N HA NC ES TH E P 0 WE R 0 F PHILANTHROPY BAYLOR COLLEGE OF MEDICINE 1 BAYLOR PLAZA MS BC HOUSTON,TX 77030 N/A 509(A)(l) SUPPORT DR CHRISTIE J BALLANTYNE'S CARNEGIE INSTITUTION OF WASHINGTON 813 SANTA BARBARA STREET PASADENA,CA 91101 N/A 509(A)(l) GIANT MAGELLAN TELESCO PE CO NSO RTIU M CLEAN WATER FUND 1010 VERMONT AVE NW SUITE 1100 WASHINGTON, DC 20005 N/A 509(A)(l) PROTECTING E AQUIFER AND (W) DOCTORS WIT HO UT BO ROERS USA INC 333 ?TH AVENUE 2ND FLOOR NEWYORK,NY 10001 N/A 509(A)(l) PROVIDING QUALITY MEDICAL CARE EASTERN SURFING ASSOCIATION PO BOX 625 VIRGINIA BEACH, VA 23451 N/A 509(A)(l) PROMOTE AMATEUR SURFING COMPETITION ENVIRONMENTAL DEFENSE FUND INCORPOR 257 PARK AVENUE SOUTH NEWYORK,NY 10010 N/A 509(A)(l) GETTING NATURAL GAS ON RIGHT PATH 400 ,000 ENVIRONMENTAL INTEGRITY PROJECT 1303 SAN ANTONIO ST SUITE 200 AUSTIN,TX 78701 N/A 509(A)(l) TEXAS COAL AIR, WATER & CLIMATE 100 ,000 FOUNDATION OF LA JOLLA HIGH SCHOOL 750 NAUTILUS ST LA JOLLA SAN DIEGO,CA 92037 N/A 509(A)(2) ACADEMICS GALVESTON HISTORICAL FOUNDATION 520 20TH STREET GALVESTON,TX 77550 N/A 509(A)(2) LEADERSHIP AND MANAGEMENT OF ELISSA 50 ,000 HOUSTON TOMORROW 3015 RICHMOND SUITE 201 HOUSTON, TX 77098 N/A 509(A)(l) SUSTAINABILITY FELLOWSHIP 50 ,000 INTERNATIONAL COMMUNITY FOUNDATION 2505 N AVENUE NATIONALCITY,CA 91950 N/A 509(A)(l) FRIENDS OF PUENTE 27 ,500 INTERNATIONAL MOUNTAIN BICYCLING AS PO BOX 7578 BOULDER, CO 80306 N/A 509(A)(l) WEST COAST TRAIL BUILDING FUND 1,000 125 ,000 2,500,000 200 ,000 500 1,000 500 2,000 Form 990PF Part XV Line 3 - Grants and Contributions Paid During the Year or Approved for Future Payment Rec1p1ent Name and address (home or business) If rec1p1ent 1s an 1nd1v1dual, show any relat1onsh1p to any foundation manager or substantial contributor Foundation status of rec1p1ent Purpose of grant or contribution A mount a Paid dunng the year MUSEUM 0 F PH 0 T 0 GRAPHIC ARTS 1649 EL PRADO SAN DIEGO,CA 92101 N/A 509(A)(l) SUMMER CAMPS FUND NATIONAL TRUST FOR HISTORIC PRESER 1785 MASSACHUSETTS AVENUE WASHINGTON, DC 20036 N/A 509(A)(l) PRESERVATION lOX 10,000 NATIONAL TRUST FOR HISTORIC PRESERV 1785 MASSACHUSETTS AVENUE WASHINGTON, DC 20036 N/A 509(A)(l) SAVING AMERICA'S HISTORIC PLACES 2 5,000 PLANNED PARENTHOOD GULF COAST INC 4600 GULF FREEWAY HOUSTON,TX 77023 N/A 509(A)(2) PROVIDE HEATLH SERV, EDUCATION PROJECT WILDLIFE 4343 MORENA BLVD SUITE 7 SAN DIEGO,CA 92117 N/A 509(A)(l) TO PROTECT THE WILDLIFE OFSANDIEGO PROSTATE CANCER FOUNDATION 1250 4TH STREET SUITE 360 SANTA MONICA, CA 904011366 N/A 509(A)(l) HELLENIC PCF FD FOR DR CHRISTOPHER 50,000 PROSTATE CANCER FOUNDATION 1250 4TH STREET SUITE 360 SANTA MONICA, CA 90401 N/A 509(A)(l) ESTABLISH THE PCF/HELLENIC FOUNDATIO 50,000 PUBLIC CITIZEN FOUNDATION INC 1600 20TH STREET NW WASHINGTON, DC 20009 N/A 509(A)(l) DELIVERING THE PROMISE OFTHENEWTE 9 5,000 REGENTS OF THE UNIVERSITY OF CA LIFO 9500 GILMAN DRIVE MAIL C LA JOLLA SAN DIEGO,CA 92093 N/A 509(A)(l) DR MARTY STEIN, UCSD PEDIATRICS 1,000 SAN DIEGO CHILDREN'S CHOIR 6635 FLANDERS DRIVE SUITE H SAN DIEGO,CA 92121 N/A 509(A)(2) PROVIDES MUSIC EDUCATION 2,000 SAN DIEGO HOUSE RABBIT SOCIETY PO BOX 261553 SAN DIEGO,CA 92196 N/A 509(A)(2) SUPPORT FOR THE SAN DIEGO BRANCH SAN DIEGO HUMANE SOCIETY AND SPCA 5500 GAINES ST SAN DIEGO,CA 92110 N/A 509(A)(2) FOR CATS AND BUNNIES 1,000 SAN DIEGO MOUNTAIN BIKING ASSOCIATI PO BOX 881491 SAN DIEGO,CA 92168 N/A 509(A)(l) TRAIL BUILDING FUND IN SAN DIEGO CTY 2,000 SEATTLE CHILDREN'S HOSPITAL GUILD A PO BOX 5371 MSC RC507 SEATTLE,WA 98145 N/A 509(A)(l) SYMPHONY GUILD 2,000 SIERRA CLUB FOUNDATION 85 SECOND STREET SUITE 750 SAN FRANCISCO,CA 94105 N/A 509(A)(l) TEXAS CLEAN ENERGY SO LU TIO NS 1,500 1,000 500 500 30,000 Form 990PF Part XV Line 3 - Grants and Contributions Paid During the Year or Approved for Future Payment Rec1p1ent Name and address (home or business) If rec1p1ent 1s an 1nd1v1dual, show any relat1onsh1p to any foundation manager or substantial contributor Foundation status of rec1p1ent Purpose of grant or contribution A mount a Paid dunng the year SPORTS FOR EXCEPTIONAL ATHLETES 8291 AERO PLACE SUITE 150 SAN DIEGO,CA 92123 N/A 509(A)(l) SERVING ATHLETES WITH DISABLITIES 500 SUNSHINE CENTER INC 1726 21STSTREET GALVESTON,TX 77550 N/A 509(A)(l) HELPING THOSE WITH DISABILITIES 500 TECHNOSERVE INC 1120 19TH STREET NW 8 WASHINGTON, DC 20036 N/A 509(A)(l) FOR THE BANANA FARMERS IN KENYA TEXAS TRIBUNE INC 823 CONGRESS AVENUE SUITE 210 AUSTIN,TX 78701 N/A 509(A)(l) SATELLITE FESTIVALS ENERGY & WATER TEXAS TRIBUNE INC 823 CONGRESS AVENUE SUITE 210 AUSTIN,TX 78701 N/A 509(A)(l) ENERGY & WATER REPORTING BUDGET TIDES CENTER PO BOX 29907 SAN FRANCISCO,CA 94129 N/A 509(A)(l) VOTE SOLAR INIATIVE WILDERNESS WORKSHOP PO BOX 1442 CARBONDALE, CO 81623 N/A 509(A)(l) PROTECT & CONSERVE THE WILDERNESS WIMBERLEY VALLEY WATERSHED ASSN PO BOX 2534 WIMBERLEY, TX 7 86 76 N/A 509(A)(l) PROVIDE EDUCATIONAL PROGRAMS NA TIO NA L WILD LI FE FEDERATION (AUSTIN) 44 EAST AVENUE SUITE 200 AUSTIN,TX 78701 N/A 509(A)(2) TEXAS LIVING WATERS PROJECT TEXAS A&M FOUNDATION (COLLEGE STATION) 401 GEORGE BUSH DR COLLEGE STATION, TX 77840 N/A 509(A)(l) GIANT MAGELLAN TELESCO PE CO NSO RTIU M 2,500,000 TEXAS A&M FOUNDATION (COLLEGE STATION) 401 GEORGE BUSH DR COLLEGE STATION, TX 77840 N/A 509(A)(l) GIANT MAGELLAN TELESCO PE 1,000 ,000 TEXAS A&M FOUNDATION (COLLEGE STATION) 401 GEORGE BUSH DR COLLEGE STATION, TX 77840 N/A 509(A)(l) TEXAS A&M COLLABORATION IN COSMOLOGY TEXAS A&M FOUNDATION (COLLEGE STATION) 401 GEORGE BUSH DR COLLEGE STATION, TX 77840 N/A 509(A)(l) TEES CATEE CONFERENCE, ACCOUNT 3224 TEXAS A&M FOUNDATION (COLLEGE STATION) 401 GEORGE BUSH DR COLLEGE STATION, TX 77840 N/A 509(A)(l) MIFPA CONSULTANCY FEE OCT 2011-SEP 2 1,7 50 ,000 TEXAS A&M FOUNDATION (COLLEGE STATION) 401 GEORGE BUSH DR COLLEGE STATION, TX 77840 N/A 509(A)(l) ADS-MSE FISSION POWER 125 ,000 1,000 30 ,000 100 ,000 2,000 20 ,000 1,000 100 ,000 2 50 ,000 5,000 Form 990PF Part XV Line 3 - Grants and Contributions Paid During the Year or Approved for Future Payment Rec1p1ent Name and address (home or business) If rec1p1ent 1s an 1nd1v1dual, show any relat1onsh1p to any foundation manager or substantial contributor Foundation status of rec1p1ent Purpose of grant or contribution A mount a Paid dunng the year THE UNIVERSITY OF TEXAS AT AUSTIN COLLEGE OF NATURAL SCIENCES 1 UNIVERSITY STATION G25 AUSTIN,TX 78712 N/A 509(A)(l) EXCELLENCE IN SCIENCE TEACHING THE UNIVERSITY OF TEXAS DEVELOPMENT OFFICE PO BOX 7458 HOUSTON,TX 77030 N/A 509(A)(l) ANN CALLAWAY BROWN ENDOWMENT 2,500 THE UNIVERSITY OF TEXAS AT AUSTIN UT MARINE SCIENCE INSTITUTE 750 CHANNEL VIEW DRIVE PORT ARANSAS, TX 78373 N/A 509(A)(l) ARK-ANIMAL REHABILITATION KEEP 2,500 THE UNIV OF TEXAS HEALTH SCIENCE CENTER AT HOUSTON OFFICE OF INSTITUTIONAL ADVANCEMENT HOUSTON,TX 77030 N/A 509(A)(l) COMPETE FOR NIH RECOGNITION 500 ,000 THE UNIVERSITY OF TEXAS AT AUSTIN OFFICE SPONSORED PROJECTS PO BOX 7726 AUSTIN,TX 78713 N/A 509(A)(l) SUSTAINABILITY IN HIGHER EDUCATION 2 50 ,000 TEXAS STATE UNIVERSITY DEVELOPMENT FOUNDATION 601 UNIVERSITY DRIVE SAN MARCOS, TX 78666 N/A 509(A)(l) WATER POLICY STRATEGY 150 ,000 TEXAS STATE UNIVERSITY DEVELOPMENT FOUNDATION 601 UNIVERSITY DRIVE SAN MARCOS, TX 78666 N/A 509(A)(l) CENTER FOR TEXAS MUSIC HISTORY 2,000 TEXAS STATE UNIVERSITY DEVELOPMENT FOUNDATION 601 UNIVERSITY DRIVE SAN MARCOS, TX 78666 N/A 509(A)(l) MANAGING HILL COUNTRY GROUND WATER 100 ,000 TEXAS STATE UNIVERSITY SAN MARCOS DEVELOPMENT FOUNDATION 601 UNIVERSITY DRIVE SAN MARCOS, TX 78666 N/A 509(A)(l) ANCIENT SOUTHWEST TEXAS RESEARCH PRO AUSTIN THEATRE ALLIANCE PO BOX1566 AUSTIN,TX 78767 N/A 509(A)(2) A BEAUTIFUL WORLD SERIES PROJECT 7 5 ,000 AUSTIN FILM SOCIETY 1901 EAST 51ST STREET AUSTIN,TX 78723 N/A 509(A)(2) "40 PANES" BY LAURA DUNN PROJECT 10 ,000 BALD HEAD ISLAND CONSERVANCY PO BOX 3109 BALD HEAD ISLAND, NC 28461 N/A 509(A)(2) BARRIER ISLAND STUDY CENTER 25 ,000 CAPE FEAR ACADEMY INC 3900 SOUTH COLLEGE ROAD WILMINGTON,NC 28412 N/A 509(A)(l) A LEARNING COMMUNITY CLEAN AIR TASK FORCE INC 18 TREMONT SUITE 530 BOSTON, MA 02108 N/A 509(A)(2) EPA'S NEW STANDARDS FOR OIL&GAS CF FOUNDATION INC 3445 PEACHTREE ROAD SUITE 175 ATLANTA,GA 30326 N/A 509(A)(3) GALVESTON REVITALIZATION PROJECT 50 ,000 5,000 2,500 2 50 ,000 85 ,000 Form 990PF Part XV Line 3 - Grants and Contributions Paid During the Year or Approved for Future Payment Rec1p1ent Name and address (home or business) If rec1p1ent 1s an 1nd1v1dual, show any relat1onsh1p to any foundation manager or substantial contributor Foundation status of rec1p1ent Purpose of grant or contribution A mount a Paid dunng the year CITY OF GALVESTON ATTN PAYROLL PO BOX 779 GALVESTON,TX 77553 N/A GOVT FAMILIES, CHILDREN AND YOUTH BOARD 2,500 CF FOUNDATION INC 3445 PEACHTREE ROAD SUITE 175 ATLANTA,GA 30326 N/A 509(A)(3) GALVESTON SUSTAINABLE CO MM UNITIES CHILD ADVOCACY AND PARENTING PLACE EXCHANGE CLUB CENTER INC PO BOX 4305 WILMINGTON, NC 28406 N/A 509(A(l) PREVENT CHILD ABUSE CONFERENCE OF SOUTHWEST FOUNDATIONS 624 N GOOD LATIMER EXPRESSWAY SUITE 100 DALLAS,TX 75204 N/A 509(A)(2) WATER MATTERS CONFERENCE MAY '12 (W) DAVIDSON COLLEGE BOX 7175 DAVIDSON, NC 280357175 N/A 509(A)(l) PRIVATE LIBERAL ARTS EDUCATION 5,000 DIRECT RELIEF INTERNATIONAL 2 7 LA PATE RA LA N E SANTA BARBARA,CA 93117 N/A 509(A)(2) PROVIDE MEDICAL ASSISTANCE 3,000 DEPRESSION & BIPOLAR SUPPORT ALLIANCE 3800 BUFFALO SPEEDWAY SUITE 350 HOUSTON, TX 770983706 N/A 509(A)(l) SPONSORS FOR FREE SUPPORT GROUPS 5,000 DUKE UNIVERSITY 324 BLACKWELL STREET DURHAM,NC 27701 N/A 509(A)(l) NASHER MUSEUM 1,500 DUKE UNIVERSITY 324 BLACKWELL STREET DURHAM,NC 277013658 N/A 509(A)(l) DUKE CHILDREN'S HOSPITAL 1,000 ENVIRONMENTAL DEFENSE FUND INC 257 PARK AVENUE SOUTH NEWYORK,NY 10010 N/A 509(A)(l) INVESTING IN A CLEAN SECURE ENERGY ENVIRONMENTAL DEFENSE FUND INC 257 PARK AVENUE SOUTH NEWYORK,NY 10010 N/A 509(A)(l) PRESERVE THE NATURAL SYSTEMS ENVIRONMENT TEXAS RESEARCH & POLICY CENTER INC 815 BRAZOS SUITE 600 AUSTIN,TX 78701 N/A 509(A)(l) PROTECTING TEXAS' ENVIRONMENT FAIREWINDS ENERGY EDUCATION CORP 70 S WINOOSKI BOX 289 BURLINGTON,VT 05401 N/A 509(A)(l) TO DEMYSTIFY NUCLEAR POWER 2,000 FILMAID INTERNATIONAL 363 ?TH AVENUE 20TH FLOOR NEWYORK,NY 10001 N/A 509(A)(l) ADDRESSING NEEDS OF DISPLACED PEOPLE 1,000 FJC 520 8TH AVE 20TH FLOOR NEWYORK,NY 10018 N/A 509(A)(l) THE LIDDY SHRIVER SARCOMA INITIATIVE 10 ,000 5,000 30 ,000 200 ,000 1,000 100 ,000 10 ,000 Form 990PF Part XV Line 3 - Grants and Contributions Paid During the Year or Approved for Future Payment Rec1p1ent Name and address (home or business) If rec1p1ent 1s an 1nd1v1dual, show any relat1onsh1p to any foundation manager or substantial contributor Foundation status of rec1p1ent Purpose of grant or contribution A mount a Paid dunng the year FOUNDATION COMMUNITIES INC 3036 SOUTH lST STREET SUITE 200 AUSTIN,TX 78704 N/A 509(A)(2) HOMES TO LOW-INCOME FAMILIES 3,000 FREE WHEELCHAIR MISSION 15279 ALTON PARKWAY SUITE 300 IRVINE,CA 92618 N/A 509(A)(l) PROVIDES WHEELCHAIRS FOR THE DISABLE 1,000 GALVESTON BAY FOUNDATION 17330 HIGHWAY 3 WEBSTER, TX 77 598 N/A 509(A)(l) EDUCATIONAL PROGRAMS GALVESTON CHAMBER PARTNERSHIP 519 25TH STREET GALVESTON,TX 77550 N/A 509(A)(l) LEMONADE DAY OF GALVESTON GREATER CARIBBEAN ENERGY FD 1359 SW 22 TERRACE MIAMI, FL 33145 N/A 509(A)(l) ECOLOGICAL BALANCE 15 ,000 GULF OF MEXICO FOUNDATION 5403 EVERHART ROAD CORPUSCHRISTI,TX 78411 N/A 509(A)(l) HABITAT RESTORATION TECHNOLOGY 10 ,000 H204TEXAS COALITION PO BOX 10572 AUSTIN,TX 78766 N/A 509(A)(l) OUR WATER FUTURE 50 ,000 HEALING SPECIES TEXAS PO BOX 1680 CONROE,TX 77305 N/A 509(A)(l) VIOLENCE INTERVENTION EDUCATION 5,000 HELEN CALDICOTT FOUNDATION 131 FOREST HILL DR ASHEVILLE, NC 28803 N/A 509(A)(l) NUCLEAR FREE WORLD 4,000 HOPE FROM HELEN INC PO BOX 187 WRIGHTSVILLE BEACH, NC 28480 N/A 509(A)(l) HEALTH, EDUCATION & ANIMAL WELFARE 2,000 KICKSTART INTERNATIONAL INC 2435 POLK STREET SUITE 21 SAN FRANCISCO,CA 94109 N/A 509(A)(l) PROMOTING ECONOMIC GROWTH KENYA 5,000 LOWER CAPE FEAR HOSPICE FOUNDATION 1414 PHYSICIANS DRIVE WILMINGTON,NC 28401 N/A 509(A)(l) IN MEMORY OF DOREEN SARVER 2,500 MEN'S SHELTER OF CHARLOTTE INC PO BOX 36471 CHARLOTTE, NC 28236 N/A 509(A)(l) SHELTER FOR HOMELESS MEM 1,500 MUSEUM OF CONTEMPORARY ART SAN DIEG 700 PROSPECT STREET LA JOLLA, CA 92037 N/A 509(A)(l) EXPLORATION, PRESERVATION OF ART MUSEUM OF CONTEMPORARY ART SAN DIE 700 PROSPECT STREET LA JOLLA, CA 92037 N/A 509(A)(l) EXHIBITION AND COLLECTION OF ART 10 ,000 4,000 500 1,500 Form 990PF Part XV Line 3 - Grants and Contributions Paid During the Year or Approved for Future Payment Rec1p1ent Name and address (home or business) If rec1p1ent 1s an 1nd1v1dual, show any relat1onsh1p to any foundation manager or substantial contributor Foundation status of rec1p1ent Purpose of grant or contribution A mount a Paid dunng the year MUSEUM 0 F C 0 NT EM P 0 RARY ART SAN DIEG 700 PROSPECT STREET LA JOLLA, CA 92037 N/A 509(A)(l) TEEN ART COUNCIL FOR PROGRAMS/EVENTS 1,000 NAT U RA L HIGH 9404 GENESEE AVE SUITE 210 LA JOLLA, CA 92037 N/A 509(A)(l) SUPPORT THE YOUTH OF GALVESTON 1,000 NATURAL RESOURCE DEFENSE COUNCIL 40 WEST 20TH STREET NEWYORK,NY 10011 N/A 509(A)(l) HEALTHY ENVIRONMENT FOR A LL LI FE 1,000 NIA CULTURAL CENTER 2627 AVENUE 0 1/2 GALVESTON,TX 77550 N/A 509(A)(l) CHILDREN'S DEFENSE FUND 4,000 OLD BALDY FOUNDATION PO BOX 3007 BALD HEAD ISLAND, NC 28461 N/A 509(A)(l) PRESERVATION OF OLD BALDY LIGHTHOUSE 10,000 PARTNERS IN HEALTH A NON PROFIT PO BOX 845578 BOSTON,MA 022845578 N/A 509(A)(l) RESEARCH RELATED TO HEAL TH WORLDWIDE 6,000 PAT'S PLACE CHILD ADVOCACY CENTER 1819 EAST BOULEVARD CHARLOTTE, NC 28203 N/A 509(A)(l) SUPPORT FOR ABUSED CHILDREN 1,500 RESOURCES FOR THE FUTURE 1616 PST NW WASHINGTON, DC 20036 N/A 509(A)(l) RESEARCH RELATED TO SHALE GAS ROCKY MOUNTAIN PEACE AND JUSTICE BOX 1156 BOULDER, CO 80306 N/A 509(A)(l) ALTERNATIVE RAD IO 1,000 ROOM TO READ 111 SUTTER STREET 16TH FLOOR SAN FRANCISCO,CA 94104 N/A 509(A)(l) VIETNAM CONSTRUCTED LIBRARY 2,000 ROOM TO READ 111 SUTTER STREET 16TH FLOOR SAN FRANCISCO,CA 94104 N/A 509(A)(l) GIRL'S EDUCATION PROGRAM 8,000 SAINT ANDREW'S ON-THE SOUND EPISCOP EPISCOPAL CHURCH 101 AIRLIE ROAD WILMINGTON, NC 28403 N/A 509(A)(l) CHRISTIANS COMMITTED TO GROWTH 8,000 SAVE OUR SPRINGS ALLIANCE INC PO BOX 684881 AUSTIN,TX 78768 N/A 509(A)(l) INCREASE THE CAPACITY OF CONSERVATIO 50,000 SAVE OUR SPRINGS ALLIANCE INC PO BOX 684881 AUSTIN,TX 78768 N/A 509(A)(l) PROTECT THE EDWARDS AQUIFER 21,000 SEEDS OF PEACE INC 370 LEXINGTON AVENUE SUITE 401 NEWYORK,NY 10017 N/A 509(A)(l) T 0 EM P 0 WE R Y 0 U NG LEADERS 3 3,000 500 Form 990PF Part XV Line 3 - Grants and Contributions Paid During the Year or Approved for Future Payment Rec1p1ent Name and address (home or business) If rec1p1ent 1s an 1nd1v1dual, show any relat1onsh1p to any foundation manager or substantial contributor Foundation status of rec1p1ent Purpose of grant or contribution A mount a Paid dunng the year SURFER'S HEALING 26363 W GROVE CIR LAKE FOREST, CA 92630 N/A 509(A)(2) SURF THERAPY FOR AUTISTIC CHILDREN TEXANS TOGETHER EDUCATION FUND 4509 EDGEMONT DR AUSTIN,TX 78731 N/A 509(A)(l) GALVESTON BAY PROJECT 20,000 TEXAS FUND FOR ENERGY AND ENVIRONMENTAL EDUCATION 1303 SAN ANTONIO ST SUITE 100 AUSTIN,TX 78701 N/A 509(A)(l) RETIRE TEXAS' DIRTY COAL PLANTS 20,000 TEXAS LEAGUE 0 F CONSERVATION VOTERS EDUCATION FUND 815 BRAZOS SUITE 710 AUSTIN,TX 78701 N/A 509(A)(l) EDUCATION BEVERAGE CONTAINER LITTER 7 ,000 TEXAS LEAGUE 0 F CONSERVATION VOTERS EDUCATION FUND 815 BRAZOS SUITE 710 AUSTIN,TX 78701 N/A 509(A)(l) TX SHALE REGULATORY INITIATIVE(NG) 5,000 THE ASPEN INSTITUTE INC 1 DUPONT CIRCLE NW SUITE 700 WASHINGTON, DC 20036 N/A 509(A)(2) ENERGY ENVIRONMENTAL PROGRAM 280,000 THE NATURE CONSERVANCY 318 CONGRESS AVENUE AUSTIN,TX 78701 N/A 509(A)(l) THE FRESH WATER PROGRAM 100,000 THE NOVIM GROUP 211 RAMETTO ROAD SANTA BARBARA, CA 93108 N/A 509(A)(l) ANALYSIS OF HYDROCARBON EMISSIONS 350,000 THE SHUM LA SCH 0 0 L INC PO BOX 627 COMSTOCK,TX 78837 N/A 509(A)(l) ARCHEOLOGICAL EDUCATION CENTER 10,000 THE SOCIETY FOR PARTICIPATORY MED PO BOX 1183 N E WB U RY P 0 RT , M A 0 1 9 5 0 N/A 509(A)(l) JOURNAL OF PARTICIPATORY MEDICINE 50,000 THE SYNERGOS INSTITUTE 3 EAST 54TH STREET 14TH FLO 0 R NEWYORK,NY 10022 N/A 509(A)(l) GLOBAL PHILANTHROPISTS CIRCLE 49,500 TIBET FUND 241 EAST 32ND STREET NEWYORK,NY 10016 N/A 509(A)(l) CULTURAL PRESERVATION OF TIBET 1,000 TRAVIS COUNTY DOM EST IC VIOLENCE AND SEXUAL ASSAULT SURVIVAL CENTER PO BOX 19454 AUSTIN,TX 78760 N/A 509(A)(l) SAFE PLACE 3,000 TRUSTEES 0 F THE SMITH COLLEGE 10 ELM STREET COLLEGE HALL 204 NORTHAMPTON, MA 01063 N/A 509(A)(l) IN MEMORY OF ANNE SCHRODER 2,000 TRUTH BE TOLD PO BOX 40221 AUSTIN,TX 78704 N/A 509(A)(l) HELPING INCARERATED WOMEN 1,000 10,000 Form 990PF Part XV Line 3 - Grants and Contributions Paid During the Year or Approved for Future Payment Rec1p1ent Name and address (home or business) If rec1p1ent 1s an 1nd1v1dual, show any relat1onsh1p to any foundation manager or substantial contributor Foundation status of rec1p1ent Purpose of grant or contribution A mount a Paid dunng the year UC SAN DIEGO FOUNDATION 9500 GILMAN DRIVE 0940 LA JOLLA, CA 92093 N/A 509(A)(l) NEW MUSIC SOCIETY 3,500 UNITED WAY OF THE CAPE FEAR AREA 5919 OLEANDER DRIVE SUITE 115 WILMINGTON, NC 28403 N/A 509(A)(l) HELPING BUILD A BETTER COMMUNITY 2,000 UNIVERSITY OF NORTH CAROLINA DIVISION OF ADVANCEMENTALDERMAN 601 SOUTH COLLEGE ROAD WILMINGTON, NC 284033201 N/A 509(A)(l) BHI LTD SCHOLARSHIP 5,000 WESTCAVE PRESERVE CORPORATION 24814 HAMILTON POOL ROAD ROUND MOUNTAIN, TX 78663 N/A 509(A)(l) CONNECT CHILDREN TO NATURE WHIDBEY ISLAND WALDORF SCHOOL PO BOX 469 CLINTON, WA 98236 N/A 509(A)(l) EDUCATION OF HUMAN CONSCIOUSNESS 1,000 TEACH FOR AMERICA LA 606 S OLIVE STREET SUITE 300 LOS ANGELES, CA 90014 N/A 509(A)(l) EDUCATING IMPOVERISHED KIDS 4,000 TEACH FOR AMERICA CHARLOTTE 5855 EXECUTIVE CENTER DR SUITE 101 CHARLOTTE, NC 28212 N/A 509(A)(l) EDUCATION FOR IMPOVERISHED KIDS HOLISTIC CDC PO BOX 126 GALVESTON, TX 77553 N/A 509(A)(l) PROJECT DETOUR PROGRAM Total. ..... 150,000 10,000 3a 4,000 12,8 71,500 [efile GRAPHIC~int - DO NOT PROCESS Form 4562 J As Filed Data - J DLN:93491319009953] Depreciation and Amortization OMB No 1545-0172 (Including Information on Listed Property) 2012 Department of the Treasury Internal Revenue Service (99) ,... See separate instructions. Attachment Sequence No 179 ,... Attach to your tax return. Business or act1v1ty to which this form relates Identifying number 0 PE RATIO NS Name(s) shown on return THE CYNTHIA & GEORGE MITCHELL FOUNDATION 74-2170127 ~·::11 Election To Expense Certain Property Under Section 179 Note: If you have any listed property, complete Part V before you complete Part I. 1 Maximum amount (see 1nstruct1ons) 1 2 Total cost of section 179 property placed 1n service (see 1nstruct1ons) 2 3 Threshold cost of section 179 property before reduction 1n l1m1tat1on (see 1nstruct1ons) 3 4 Reduction 1n l1m1tat1on Subtract line 3 from line 2 If zero or less, enter -0- 4 5 Dollar l1m1tat1on for tax year Subtract line 4 from line 1 If zero or less, enter -0- If married 2,000,000 5 f1l1ng separately, see 1nstruct1ons 6 500,000 (b) Cost (business use only) (a) Description of property (c) Elected cost 6 l71 7 Listed property Enterthe amount from line 29 8 Total elected cost of section 179 property Add amounts 1n column (c), lines 6 and 7 8 9 Tentative deduction Enter the smaller of line 5 or line 8 9 10 Carryover of disallowed deduction from line 13 of your 2011 Form 4562 11 Business income l1m1tat1on Enter the smaller of business income (not less than zero) or line 5 (see 1nstruct1ons) 11 12 Section 179 expense deduction Add lines 9 and 10, but do not enter more than line 11 12 13 Carryover of disallowed deduction to 2013 Add lines 9 and 10, less line 12 10 ..... l 13 I Note: Do not use Part II or Part III below for listed J2!0..E_efJY..: Insteacf..t.. use Part V. l..:fila_ill Special Depreciation Allowance and Other Depreciation (Do not 14 include listed property ) (See 1nstruct1ons ) Special deprec1at1on allowance for qual1f1ed property (other than listed property) placed 1n service during the tax year (see 1nstruct1ons) 14 15 Property subJect to section 168(f)(l) election 15 16 Otherdeprec1at1on (1nclud1ng ACRS) 16 l..:.filO.llJ MACRS De~reciation 17 MACRS deductions for assets placed 1n service 1n tax years beg1nn1ng before 2012 18 If you are electing to group any assets placed 1n service during the tax year into one or more general 17 asset accounts, check here s ect1on B- A ssets Pl ace d"m (a) Class1f1cat1on of property 5,561 (Do not include listed ~ro~ert}:'..} (See instructions.} Section A (b) Month and year placed 1n service r ,... s erv1ce D urm_g_ 2012 T ax y ear (c) Basis for deprec1at1on (bus 1ness/1 nvestment use only-see 1nstruct1ons) u· sm_g_ t h e Genera ID eJ!_rec1at1on s~stem (d) Recovery period (e) Convention (g)Deprec1at1on deduction (f) Method 19a 3-year property b 5-year property c 7-year property d 10-year property e 15-year property f 20-year property g 25-year property 2 5 yrs h Res1dent1al rental property 27 5 yrs MM S/L 27 5 yrs MM S/L i Nonres1dent1al real property 39 yrs MM S/L MM S/L S/L Section C-Assets Placed in Service During 2012 Tax Year Using the Alternative Depreciation System 20a Class life S/L b12-year 12 yrs c 40-year 40 yrs l:Bl•l"JI S/L MM S/L Summar_y_lsee instruct1onsl 21 Listed property Enter amount from line 28 21 22 Total. Add amounts from line 12, lines 14 through 17, lines 19 and 20 1n column (g), and line 21 Enter here and on the appropriate lines of your return Partnerships and S corporations-see 1nstruct1ons 23 For assets shown above and placed 1n service during the current year, enter the portion of the basis attributable to section 263A costs For Paperwork Reduction Act Notice, see separate instructions. Cat No 12906N 22 5,561 l l 23 Form 4562 (2012) Form 4 5 6 2 ( 2 O 1 2 ) pa e 2 Listed Property (Include automobiles, certain other vehicles, certain computers, and property used for entertainment, recreation, or amusement.) Note: For any vehicle for which you are using the standard mileage rate or deducting lease expense, complete only 24a, 24b, columns (a) through (c) of Section A, all of Section B, and Section C if applicable. Section A-De_Q_reciation and Other InformationJ.Caution: See the instructions for limits for ..12...assen_g_er automobiles.]_ r Yes r 24a Do you have evidence to support the bus1ness/1nvestment use claimed? (c) (a) (b) Type of property (list vehicles first) Date placed in service Business/ investment use percentage (d) Cost or other basis I No 24b If 'Yes," (e) (f) Basis for deprec1at1on Recovery (business/ investment period use only) IS the evidence written? No (i) (g) (h) Method/ Convention Deprec1at1on/ deduction 25Spec1al deprec1at1on allowance for qualified listed property placed in service during the tax year and used more than 50% in a qualified business use (see instructions) r Yes r Elected section 179 cost I25 26 Property used more than 50% 1n a qual1f1ed business use I ~I 27 Property used 50% or less 1n a qual1f1ed business use S/L S/L S/L - % % % 28 Add amounts 1n column (h), lines 25 through 27 Enter here and on line 21, page 1 1 28 I I I 29 I 29 Add amounts 1n column (1), line 26 Enter here and on line 7, page 1 Section B-Information on Use of Vehicles Complete this section for vehicles used by a sole proprietor, partner, or other "more than 5% owner," or related person If you provided vehicles to your employees, first answer the questions in Section C to see 1f you meet an exception to completing this section for those vehicles 30Total bus1ness/1nvestment miles driven during the year (do not include commuting miles) (a) Vehicle 1 (b) Vehicle 2 (c) Vehicle 3 (d) Vehicle 4 (e) Vehicle 5 Yes Yes (f) Vehicle 6 31 Total commuting miles driven during the year 32 Total other personal(noncommut1ng) miles driven 33Total miles driven during the year Add lines 30 through 32 34 Was the vehicle available for personal use Yes No Yes No Yes No No No Yes No during off-duty hours7 35 Was the vehicle used primarily by a more than 5% owner or related person? 36 Is another vehicle available for personal use7 Section C-Questions for Employers Who Provide Vehicles for Use by Their Employees Answer these questions to determine 1f you meet an exception to completing Section B for vehicles used by employees who are not more than 5% owners or related_Q_ersonslsee 1nstruct1onsJ. 37 Do you ma1nta1n a written policy statement that proh1b1ts all personal use of vehicles, 1nclud1ng commuting, by your employees? Yes No 38 Do you ma1nta1n a written policy statement that proh1b1ts personal use of vehicles, except commuting, by your employees? See the 1nstruct1ons for vehicles used by corporate officers, directors, or 1 % or more owners 39 Do you treat all use of vehicles by employees as personal use7 40 Do you provide more than five vehicles to your employees, obtain 1nformat1on from your employees about the use of vehicles, and retain the 1nformat1on rece1ved7 41 Do you meet the requirements concerning qual1f1ed automobile demonstration use7 (See 1nstruct1ons) Note: If your answer to 3 7, 3 8, 3 9, 4 O, or 41 1s "Yes," do not complete Section B for the covered vehicles ~ Amortization (b) (a) Description of costs (c) Amort1zable amount Date amort1zat1on begins (d) Code section (e) A mort1zat1on period or percentage (f) A mort1zat1on for this year 42 Amort1zat1on of costs that begins during your 2012 tax year (see 1nstruct1ons) J J 43 Amort1zat1on of costs that began before your 2012 tax year J 44 Total. Add amounts 1n column (f) See the 1nstruct1ons for where to report Form 4562(2O12) lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Accounting Fees Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Category BOOKKEEPING AND TAX COMPLIANCE Amount Net Investment Income 18,886 Adjusted Net Income Disbursements for Charitable Purposes 18,886 lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Compensation Explanation Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Person Name GEORGE P MITCHELL MEREDITH L DREISS PAMELA MITCHELL MAGUIRE BRIAN GREGORY MITCHELL MARK DOUGLAS MITCHELL MICHAEL KENT MITCHELL SARAH scon MITCHELL JOHN KIRK MITCHELL CARLETON GRANT MITCHELL GEORGE scon MITCHELL KA THERINE LORENZ MEREDITH LORENZ ADRIENNE DREISS ROPP Explanation I As lefile GRAPHIC print - DO NOT PROCESS Filed Data - I DLN:93491319009953 Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing. TY 2012 Depreciation Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate/ Life(# of years) Current Year's Depreciation Expense Net Investment Income COMPUTER 1996-12-31 865 865 S/L 5 0000 23" LCD CINEMA DISPLAY 2006-09-30 1,174 1,174 S/L 5 0000 ECLECTIC MESQUITE TABLE 2008-04-30 6,279 5,298 S/L 7 0000 897 897 ECLECTIC MESQUITE PATIO & DECK 2008-04-30 3,567 3,010 S/L 7 0000 509 509 2 BENSON CHERRY DESKS 2008-05-31 3,453 2,914 S/L 7 0000 493 493 2 LEATHER CHAIRS 2008-05-31 2,484 2,096 S/L 7 0000 355 355 COMMON SULPHER ARTWORK BY KATE BREAKEY 2008-07-01 4,330 3,654 S/L 7 0000 618 618 HD CONFERENCING EQUIPMENT 2008-07-11 13,073 11,031 S/L 7 0000 1,868 1,868 MESQUITE CONSOLE FOR AUSTIN OFFICE 2008-08-12 1,783 1,505 S/L 7 0000 255 255 FURNITURE AND FIXTURE MISCELLANEOUS-FROM GPM 2008-08-31 2,202 1,858 S/L 7 0000 314 314 REFRIGERATOR & DISHWASHER FOR AUSTIN OFFICE 2011-03-02 1,246 1,246 S/L 7 0000 4 LANTERAL FILE CAPITETS 2011-03-02 2,538 2,538 S/L 7 0000 COMPUTER SCANNER SCANS NAP 2011-05-23 448 448 S/L 5 0000 HP 8200E MINITOWER DESKTOP COMPUTER 2011-05-23 1,027 1,027 S/L 5 0000 SONY 13 3 VAIO S SERIES LAPTOP 2012-05-13 1,891 S/L 5 0000 252 252 7,651 STRAIGHT LINE Adjusted Net Income Cost of Goods Sold Not Included lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Employee Compensation Explanation Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 I MARYL HASITNGS Employee Explanation lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - I DLN:93491319009953 Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing. TY 2012 Gain/Loss from Sale of Other Assets Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Name COMPUTER Date Acquired 1996-12 How Acquired PURCHASE Date Sold 2012-07 Purchaser Name Gross Sales Price Basis 865 Basis Method Sales Expenses Total (net) Accumulated Depreciation 865 lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 General Explanation Attachment Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Identifier GENERAL ELECTIONS Return Reference Explanation I As Filed Data - lefile GRAPHIC print - DO NOT PROCESS DLN:934913190099s3I TY 2012 Investments Corporate Stock Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Name of Stock INVESTMENTS:INVESTMENT IN DVN End of Year Book Value 39,784,577 End of Year Fair Market Value 103,592,824 lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Land, Etc. Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Category / Item FURNITURE & EQUIPMENT Cost/ Other Basis 45,495 Accumulated Depreciation 43,360 Book Value 2,135 End of Year Fair Market Value 4,903 lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Legal Fees Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Category GOVERNANCE AND COUNSELING Amount Net Investment Income 6,217 Adjusted Net Income Disbursements for Charitable Purposes 6,217 lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Loans from Officers Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 1 Item No. Lender's Name GEORGE P MITHCELL Lender's Title Original Amount of Loan 1750000 Balance Due 1750000 Date of Note 2012-11 Maturity Date 2013-11 Repayment Terms PAYABLE ON DEMAND Interest Rate Security Provided by Borrower NONE Purpose of Loan Description of Lender Consideration Consideration FMV lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Other Assets Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Description DIVIDEND RECEIVABLE OFFICE DEPOSIT Beginning of Year Book Value COOKS BRANCH CONSERV GP PTR'SHIP IN End of Year - Fair Market Value 10 3,132 3,132 3,132 33,000 33,000 1,8 76 ,000 26,394,052 26,394,052 82,700 82,143 82,143 WIP-SOFTWARE & WEB SITE DEVELOP COOKS BRANCH CONVERSAVANCY-LTD INT End of Year - Book Value lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Other Decreases Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Description ADJUST TO BASIS OF DONOR ON DVN STK SOLD ROUNDING Amount 13,761,209 3 lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Other Expenses Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes EXPENSES 804 804 21,576 21,576 BANK SERVICE CHARGES 282 282 POSTAGE AND DELIVERY 560 560 OFFICE SUPPLIES 4,840 4,840 VIDEO CONFERENCING 1,517 1,517 TELEPHONE 12 ,3 0 2 12 ,3 0 2 PUBLIC INFORMATION 50 ,6 54 50 ,6 54 SUBSCRIPTIONS 1,600 1,600 R & M - COMPUTER 3,103 3,103 DUES & MEMEBERSHIPS 1,195 1,195 TRAINING/SEMI NA RS 45 ,2 31 45 ,2 31 CONTRACT LABOR 30,180 30,180 MISCELLANEOUS EXPENSE MEALS & ENTERTAINMENT lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Other Income Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income -514 ,4 5 2 -514 ,4 5 2 -1,755 -1,755 COOKS BRANCH CONSERV LTD-PTR -19,142 -19,142 COOKS BRANCH CONSERV LTD-PTR -17,726 -17,726 -60 -60 COOKS BRANCH CONSERV LTD-PTR COOKS BRANCH CONSERV GPINTE COOKS BR CONSERV GP INTEREST lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Other Liabilities Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Description EXCISE TAX PAYABLE Beginning of Year Book Value 90,895 End of Year - Book Value lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Other Professional Fees Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Category PUBLIC RELATIONS CONSULTING Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes 87 ,200 87 ,200 1,200 1,200 2 22,000 2 22,000 140 ,000 140 ,000 60 ,000 60 ,000 120 ,000 120 ,000 5 50 ,000 5 50 ,000 PROF FEES-PHILANTHROPIC CONSUL TI LESS THAN OR EQUAL TO 50,000 BRICKFIELD BURCHETTE RITTS & STO EVALUATION HYDRAULIC FRACTU RIN ENTERPRISE RISK CONSULTING LLC DEVELOP RENEWABLE ELEC POWER FT I C 0 N S U LT I N G NATURAL GAS PHILANTHROPIC PROG VIANOVO PUBLIC POLICY & COMMUNICATIONS lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 Taxes Schedule Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Category SECTION 4940 TAXES AD VALOREM TAXES Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes 125,053 50 50 lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 TransfersToControlledEntities Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 Name us I EIN Description Amount Foreign Address COOKS BRANCH CONSERVANCY Total 24 WATERWAY SUITE 300 THE WOODLANDS, TX 77429 74-2170127 CONTRIBUTION TO CAPITAL FOR OP 370,000 lefile GRAPHIC print - DO NOT PROCESS I As Filed Data - DLN:934913190099s3I TY 2012 GeneralDependencySmall Name: THE CYNTHIA & GEORGE MITCHELL FOUNDATION EIN: 74-2170127 ~ Business Name or Person Name: Taxpayer Identification Number: Form, Line or Instruction Reference: Regulations Reference: Description: GENERAL FOOTNOTE Attachment Information: FORM 990PF, PAGE 2, PART II, LINE 20 LOANS FROM OFFICERS, DIRECTORS, TRUSTEES, AND OTHER DISQUALIFIED PERSONS NAME AND TITLE OF LENDER: GEORGE P. MICTHELL ORIGINAL AMOUNT OF LOAN: 1,750,000 BALANCE DUE: 1,750,000 DATE OF NOTE: 1130-12 MATURITY DATE: 11-30-13 REPAYMENT TERMS: PAYABLE ON DEMAND INTEREST RATE: -0- COLLATERAL: NONE PURPOSE OF LOAN: GENERAL OPERATING FUNDING DESCRIPTION AND FAIR MARKET VALUE OF CONSIDERATION: 1, 750,000 OF CASH THE CYNTHIA AND GEORGE MITCHELL FOUNDATION October 23, 2013 RE Bnckf1eld Burchette Ritts & Stone contract In July 2012, Brickf1eld Burchette Ritts & Stone, FC (BBRS) was granted $140,000 to assist the Cynthia and George Mitchell Foundation (CGMF) 1n the evaluation and modern1zat1on of hydraulic fracturing regulations 1n Texas No funds from the CGMF were used for lobbying act1v1t1es BBRS conducted the following types of act1v1t1es under its contract • Assisted 1n the 1dent1f1cat1on and coord1nat1on of supporting organ1zat1ons to facilitate the negot1at1ons between 011 and gas developers and environmental groups • ldent1f1ed and educated key business leaders 1n Texas on Foundation goals and recommendations Advised foundation staff on policies and strategies to promote foundation's goals • Facilitated commun1cat1ons among technical experts, academia and other part1c1pants 1n the Foundation's efforts • Assisted 1n the evaluation and analysis of current and proposed clean energy policy alternatives • Developed strategies and tactics for coalitions to pursue and achieve 1dent1f1ed goals • Established and solid1f1ed working relat1onsh1ps with current and potential stakeholders to promote 1dent1f1ed goals • Assisted 1n the development of messages and educational 1nformat1on by stakeholders 1n support oft he Foundation's goals • Monitored policy d1scuss1ons of interest, provided regular status reports and alerts • Assisted 1n drafting documents and pos1t1on papers for the use by supporters as 1nv1ted testimony, comments or public statements 1n support of the Foundation's goals The funding provided to BBRS will help achieve the charitable purposes of the foundation's Natural Gas program The foundation's Natural Gas program supports the emerging regulatory, industry, environmental and academic efforts to reduce the negative environmental and community impacts of shale formation development and hydraulic fracturing while capturing the energy, environmental, and economic benefits of natural gas The natural gas susta1nab1l1ty program addresses the challenges associated with shale gas production so that the pos1t1ve aspects of the resource are max1m1zed and the negative impacts are m1t1gated or eliminated To THE CYNTHIA AND GEORGE MITCHELL FOUNDATION do this, 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 goals for shale gas development The foundation does not accomplish its objectives through leg1slat1ve in1t1at1ves Detail of Direct Charitable Activities Part IX-A and Relationship of Activities to the Accomplishment of Exempt Purposes Part XVl-B The Texas -based Cynthia and George M 1tchell Foundation 1s 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 sustainable example of natural heritage Add1t1onal accomplishments are • A continuing commitment to conservation and restoration of a representative tract of the Piney woods eco-reg1on of Texas • Early baseline inventories and research into pre-settlement cond1t1ons of the area to focus on restoration of natural processes and 1mplementat1on of appropriate management practices to achieve this desired cond1t1on An overall strategic plan for the property that incorporates separate plans for different resource categories Restoration and management of several forest communities th rough comprehensive t1 mber inventories used to model regeneration and refine timber management strategies • • • Use of management practices such as prescribed burnings to m1m1cthe region's natural fire cycle, reseeding of native grasses and forbs, and a trans1t1on away from cattle grazing and hay and timber production Practices promote pre-settlement ecological cond1t1ons and motivate the return of species dependent on clump grass habitat, such as the bobwhite quail, numerous sparrows and migratory species like the upland sandpiper • Wildlife study, conservations and management practice highlighted by the conservancy's ded1cat1 onto prov1d1 ng habitat for the federally endangered red-cockaded woodpecker wh1 le researching the species Conservation of water resources through establishing streams1de management zones larger than the minimum, planting about 4,000 hardwood seedlings 1n formerly clear-cut riparian zones, establishing a federal groundwater monitoring site and constructing and maintaining ecological sites to provide for wildlife and fisheries habitat • • Establishment of and management for wildlife conservation for, wh1teta1I deer, once vanishing wild turkeys, and the federally endangered red-cockaded woodpecker THE CYNTHIA AND GEORGE MITCHELL FOUNDATION October 23, 2013 RE Enterprise Risk Consulting, LiC contract In 2012, the Cynthia and George Mitchell Foundation (CGMF) provided $97,000 to Enterprise Risk Consulting, LiC (ERC) to support ERC's efforts to develop a white paper and conduct research and promotional act1v1t1es for a standard wind and natural gas electric energy trading product The goal of the product 1s to help firm wind production and meet clean power needs No funds from the CGMF were used by OC for lobbying act1v1t1es The standard firm renewable product (SFRP) with the prov1s1onally proposed brand name of "Renew50," combines Renewable Energy Credits or "RECs" with standard block electric energy The SFRP 1s designed as a longer-term contract that will fill an important need 1n the forward electric power market OC was provided funding from the CGMF to carry out the following act1v1t1es • Conduct research on how the FEC market works 1n ERCOT to determine how to best integrate FECs as a component of the SFRP • Conduct research regarding how to increase the demand for power from natural gas and wind, and to improve forward pricing v1s1b11ity for renewables • Hold d1scuss1ons with various parties 1n the market to get feedback on the best em1ss1ons reduction percentage to meet market demand for a standardized product(s) • Meet with the ERCOT Independent Market Monitor to discuss 1mplementat1on ideas for the SFRP Contact representatives of various segments of the electric power industry to promote the SFRP Promote the SFRP through d1scuss1ons with prospective consumers, producers, and power marketers and investment banks • • This funding was provided to ffiC to help achieve the charitable purposes of the foundation's Natural Gas and Clean Energy programs W1th1n its Natural Gas program strategy, the CGMF seeks to undertake act1v1t1es that will increase understanding of the obstacles to greater gasrenewables integration 1n ERCOT Low-price natural gas threatens to overwhelm the emerging renewables market 1n ERCOT as ut11it1es 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 1n electricity markets Among other goals, the Clean Energy Program seeks to promote the THE CYNTHIA AND GEORGE MITCHELL FOUNDATION development of renewable energy markets to help fill the gap 1n electricity supply The foundation does not accomplish the objectives of its programs through leg1slat1ve in1t1at1ves 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 goals for clean energy and energy efficiency THE CYNTHIA AND GEORGE MITCHELL FOUNDATION October 23, 2013 RE FTI Consulting contract In November 2012, FTI Consulting was granted $120,000 to provide advisory and public relations services to support the work of the Cynthia and George Mitchell Foundation's (CGMF) Natural Gas and Clean Energy programs No funds from the CGMF were used by FTI Consulting for lobbying act1v1t1es Under the contract, FTI Consulting 1s working to develop commun1cat1on strategies to roll out three of the foundation's key projects FTI Consulting 1s helping the foundation develop consistent messaging and use strategic t1m1ng and targeting 1n rolling out these projects The three projects are A meta-analysis of methane studies completed to date to better understand the wide variation 1n results 1n estimates of methane leakage rates, 2 A comprehensive analysis of the market structure, pricing, and technological barriers to better integration of renewables and gas 1n the Electric Reliability Council of Texas (ERCOT) system, 3 A collaborative and inclusive effort to modernize the regulatory scheme for 011 and gas operations 1n Texas, which the foundation believes 1s needed because regulations have not kept pace with the use of advanced drilling technologies, including hydraulic fracturing FTI 1s providing the following services under the contract 1n regards to the above three projects due diligence and strategy development, message development, media training, media relations, editorial services and strategic counsel The funding provided to FTI Consulting will help achieve the charitable purposes of the foundation's Natural Gas and Clean Energy programs 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 1n electricity supply The foundation's Natural Gas program supports the emerging regulatory, industry, environmental and academic efforts to reduce the negative environmental and community impacts of shale formation development and hydraulic fracturing while capturing the energy, environmental, and economic benefits of natural gas The natural gas susta1nab1l1ty program addresses the challenges associated with shale gas production so that the pos1t1ve aspects of the resource are max1m1zed and the negative impacts are m1t1gated or eliminated To do this, 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 goals for shale gas development The foundation does not accomplish its objectives through leg1slat1ve in1t1at1ves THE CYNTHIA AND GEORGE MITCHELL FOUNDATION October 23, 2013 RE V1anovo contract In May 2012, the Cynthia and George Mitchell Foundation (CGMF) provided $550,000 to V1anovo to develop and promote clean energy solutions for the state of Texas and part1c1pate 1n the foundation's natural gas projects No funds from the CGMF were used by V1anovo for lobbying act1v1t1es V1anovo was funded by CGMFto carry out the following act1v1t1es Extend their public policy work by educating local and state leaders about the economic and environmental benefits of coherent state energy policies that include energy efficiency, progressive bu1ld1ng code standards, renewables, broader use of natural gas and advanced transport fuels 2 Expand their successful Texas Clean Energy Coalition (TCEC) hub-and-spoke structure by recru1t1ng more allies 1n existing clusters and extending the coalition into new commun1t1es through grassroots outreach and regional meetings around the state lCEC was first launched 1n February 2011 to help enhance Texas' economy by pos1t1oning our state as the world leader 1n the new clean energy industry 3 Coordinate operational support and build TCEC's capacity for grassroots and public policy in1t1at1ves, including a series of community empowerment workshops 1n the greater Houston area to educate community leaders 1n how to access the benefits of new and underutilized government programs that support clean energy technology 4 ln1t1ate a groundbreaking summit between wind power and natural gas leaders to explore the poss1b11ity of a mutually benef1c1al wind-natural gas electricity product 5 Advise the foundation on corporate membership and strategies to engage corporate leaders 1n the foundation's natural gas regulatory modern1zat1on in1t1at1ve The funding to V1anovo was provided to help achieve the charitable purposes of the foundation's Clean Energy and Natural Gas programs The foundation's Natural Gas program supports the emerging regulatory, industry, environmental and academic efforts to reduce the negative environmental and community impacts of shale formation development and hydraulic fracturing 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 1n electricity supply The foundation does not accomplish the objectives of its programs through leg1slat1ve THE CYNTHIA AND GEORGE MITCHELL FOUNDATION in1t1at1ves 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 goals for clean energy and energy eff1c1ency