CHAR500^^:p 2013 Send with fee and attachments to: NYS Office of the Attorney General Charities Bureau Registration Section 120 Broadway New York, NY 10271 o?D - NYS Annual Filing for Charitable Organizations www.CharitiesNYS.com Open to Public Inspection Neri iTi11 I rn I IMI Mu 01/01 For Fiscal Year Beginnin g (mm/dd/yvyv) Name of Organization: Check if Applicable: 12/31/2013 2013 and Ending (mmldd/yyyy r Identification Address Change THE GEORGE W. BUSH FOUNDATION 20-4119317 Name Change Mailing Address: NY Registration Num Initial Filing 2943 SMU BOULEVARD Final Filing :ity / State / Zip: 40-19-04 releDhone: Amended Filing DALLAS, TX.75205 214-200-4300 Email: Reg ID Pending IJGuy@bushcenter.org your organization's ation category: 7A only EPTL only DUAL (7A & EPTL) 0 EXEMPT Find your registration category in the Charities Registry at www.CharitiesNYS.com instructions for certification requirements. Improper certification is a violation of law that maybe subject to penalties. We certify under penalties of perjury that we reviewed this report, including al/ attachments, and to the best of our knowledge and belief, they are true, correct andco le in accordance with,t1he laws of the State of New York applicable to this report. - flu President or Authorized Officer: PRESIDENT Date Chief Financial Officer or Treasurer: C FO Title ieck the exemption(s) that apply to your filing. If your organization is claiming an exemption under the category (7A and EPTL only filers) or both tegories (DUAL filers) that apply to your registration, complete only parts 1, 2, and 3, and submit the certified Char500. No fee, schedules, or additional :achments are required. If you cannot claim an exemption or are a DUAL filer that claims only one exemption, you must file applicable schedules and :achments and pay applicable fees. 3a. 7A filing exemption: Total contributions from NY State including residents, foundations, government agencies, etc. did not exceed $25,000 and the organization did not engage a professional fund raiser (PFR) or fund raising counsel (FRC) to solicit contributions during the fiscal year. Or the organization qualifies for another 7A exemption (see instructions). 3b. EPTL filing exemption: Gross receipts did not exceed $25,000 and the market value of assets did not exceed $25,000 at any time during the fiscal year. See the following page for a checklist of Yes schedules and attachments to complete your filing. X Yes See the checklist on the next page to calculate your fee(s). Indicate fee(s) you are submitting here: No 4a. Did your organization use a professional fund raiser, fund raising counsel or commercial co-venturer for fund raising activity in NY State? If yes, complete Schedule 4a. No 4b. Did the organization receive government grants? If yes, complete Schedule 4b. 7A filing fee: $ EPTL filing fee: 25 $_____________ CHAR500 Annual Filing for Charitable Organizations (Updated June 2014) 1039 Total fee: $ 25 Make a single check or money order payable to: "Department of Law" Page 1 CHAR500 Annual Filing Checklist Simply submit the certified CHAR500 with no fee, schedule, or additional attachments IF: Your organization is registered as 7A only and you marked the 7A filing exemption in Part 3. - Your organization is registered as EPTL only and you marked the EPTL filing exemption in Part 3. - Your organization is registered as DUAL and you marked boththe 7A and EPTL filing exemption in Part 3. Checklist of Schedules and Attachments , Check the schedules you must submit with your CHAR500 as described in Part 4: If you answered yes' in Part 4a, submit Schedule 4a: Professional Fund Raisers (PFR), Fund Raising Counsel (FRC), Commercial Co-Venturers (CCV) If you answered "yes' in Part 4b, submit Schedule 4b: Government Grants Check the financial attachments you must submit with your CHAR500: FXJ IRS Form 990, 990-EZ, or 990-PF, and 990-T if applicable ai All additional IRS Form 990 Schedules including Schedule B (Schedule of Contributors). IRS Form 990-T if applicable If you are a 7A only or DUAL filer, submit the applicable independent Certified Public Accountant's Review or Audit Report: Review Report if you received total revenue and support greater than $250,000 and up to $500,000. Audit Report if you received total revenue and support greater than $500,000 No Review Report or Audit Report is required because total revenue and support is less than $250,000 Note: The Audit and Review requirements are set to change in 2017 and 2021 in accordance with the Non Profit Revitalization Act of 2013. For more details, visit www.CharitiesNYS.com . For 7A and DUAL filers, calculate the 7A fee: $0, if you marked the 7A exemption in Part 3a $25, if you did not mark the 7A exemption in Part 3a For EPTL and DUAL filers, calculate the EPTL fee: $0, if you marked the EPTL exemption in Part 3b Is my organization a 7A, EPTL or DUAL filer? - 7A filers are registered to solicit contributions in New York under Article 7-A of the Executive Law ('7A") - EPTL filers are registered under the Estates, Powers & Trusts Law ("EPTL") because they hold assets and/or conduct activites for charitable purposes in NY. - DUAL filers are registered under both 7A and EPTL. Check your registration category and learn more about NY law at www.CharitiesNYS.com $25, if the NET WORTH is less than $50,000 $50, if the NET WORTH is $50,000 or more but less than $250,000 $100, if the NET WORTH is $250,000 or more but less than $1,000,000 $250, if the NET WORTH is $1,000,000 or more but less than $10,000,000 $750, if the NET WORTH is $10,000,000 or more but less than $50,000,000 Where do! find my organization's NET WORTH? NET WORTH for fee purposes is calculated on: - IRS From 990 Part I, line 22 - IRS Form 990 EZ Part I line 21 - IRS Form 990 PF, calculate the difference between Total Assets at Fair Market Value (Part II, line 16(c)) and Total Liabilities (Part II, line 23(b)). $1500, if the NET WORTH is $50,000,000 or more Send your CHAR500, all schedules and attachments, and total fee to: NYS Office of the Attorney General Charities Bureau Registration Section 120 Broadway New York, NY 10271 CHAR500 Annual Filing for Charitable Organizations (Updated June 2014) 1039 Page 2 CHAR500 2013 Schedule 4a: Professional Fund Raisers, Fund Raising Counsels, Commercial Co-Venturers www.CharitiesNYS.com Open to Public Inspection If you checked the box in question 4a in Part 4 on the CHAR500 Annual Filing for Charitable Organizations, complete this schedule for EACH Professional Fund Raiser (PFR), Fund Raising Counsel (FRC) or Commercial Co-Venturer (CCV) that the organization engaged for fund raising activity in NY State. Use additional pages if necessary. Include this schedule with your certified CHAR500 NYS Annual Filing for Charitable Organizations. Name of Organization: NY Registration Num THE GEORGE W. BUSH FOUNDATION Fund Raising Professional type: INameofFRP: Professional Fund Raiser Fund Raising Counsel 40-19-04 NY Registration Number: WARFIELD & WALSH, INC. Mailing Address: 601 SOUTH WASHINGTON STREET 703-519-8077 City / State / Zip: Commercial Co-Venturer ALEXANDRIA, VA 23314 Start Date: 12/31/2012 Contract End Date: 12/31/2013 provided by FRP: CREATIVE STRATEGY, COPY AND DESIGN, COORDINATION OF PRINTING, PRODUCTION AND MAILSHOP SERVICES, MAILING LIST RECOMMENDATIONS, AND ANALYSIS OF RESULTS. Compensation arrangement with FRP: Amount Paid to FRP: $5,000 MONTHLY MANAGEMENT FEE PLUS THE GREATER OF $4,000 OR $60 PER THOUSAND HOUSEFILE PIECES MAILED AND THE GREATER OF $4,000 OR $50 PER THOUSAND PROSPECT PIECES MAILED. 456,662 LI Yes No If services were provided by a CCV, did the CCV provide the charitable organization with the interim or closing report(s) required by Section 173(a) part 3 of the Executive Law Article 7A? A Professional Fund Raiser (PFR), in addition to other activities, conducts solicitation of contributions and/or handles the donations (Article 7A, 171-a.4). A Fund Raising Counsel (FRC) does not solicit or handle contributions but limits activities to advising or assisting a charitable organization to perform such functions for itself (Article 7A, 171 -a.9). A Commercial Co-Venturer (CCV) is an individual or for-profit company that is regularly and primarily engaged in trade or commerce other than raising funds for a charitable organization and who advertises that the purchase or use of goods, services, entertainment or any other thing of value will benefit a charitable organization (Article 7A, 171 -a.6). CHAR500 Schedule 4a: Professional Fund Raisers, Fund Raising Counsels, Commercial Co-Venturers (Updated June 2014) 1039 Page 1 CHAR500 2013 Open to Public Inspection Schedule 4b: Government Grants www.CharitiesNYS.com If you checked the box in question 4b in Part 4 on the CHAR500 Annual Filing for Charitable Organizations, complete this schedule and list EACH government grant. Use additional pages if necessary. Include this schedule with your certified CHAR500 NYS Annual Filing for Charitable Organizations. INY Registration Nu Name of Organization: HE GEORGE W. BUSH FOUNDATION 140-19-04 Amount of Grant Name of Government Agency 1.THE ROYAL FAMILY OF SAUDI ARABIA 1-4,999,977 2. EMBASSY OF THE STATE OF KUWAIT 2. 500,000 3. 3. 4. 4. 5. 5. 6. 6. 7. 7. 8. 8. 9 . 9 10. 10. 11. 11. 12. 12. 13. 13. 14. 14. 15. 15. Total Government Grants: Total: 5,499,977 CHAR500 Schedule 4b: Government Grants (Updated June 2014) 1039 Page 1 Cumulative e-File History 2013 Federal Locator: Taxpayer Name: Return Type: 4133AN ITHE GEORGE W. BUSH FOUNDATION 1990, 990 & 990T (Corp) Submitted Date: Acknowledgement Date: Status: 08/06/2014 15:57:53 08/06/2014 16:29:08 Rejected Submission ID: 75233120142185000001 Submitted Date: Acknowledgement Date: Status: 08/07/2014 16:33:07 08/07/2014 16:56:44 Accepted Submission ID: 75233120142195000000 Return of Organization Exempt From Income Tax Form 9 9 0 I 0MB No. 1545-pc Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) Do not enter Social Security numbers on this form as It may be made public. Department of the Treasury I Internal Revenue Service 10, Information about Form 990 and its instructions is at www.irs.gov1form990. 20 , 2013, and ending A For the 2013 calendar year, or tax year beginning D Employer identification number C Name of organization B checkirapplicablo: THE GEORGE W. BUSH FOUNDATION 20-4119317 Doing Business As 7 change° Number and street (or P.O. box if mail is not delivered to street address) E Telephone number Room/suite Name change Initial rot= Terminated Amended Application pending 1(214) 200-4300 2943 SMU BOULEVARD City or town, state or province, country, and ZIP or foreign postal code DALLAS, TX_75205 F Name and address of principal officer 2943 SMU_ BOULEVARD_DALLAS,_TX_75205 I Tax-exempt status: X _501(c)(3) )_(insertno.)I_I_4947(a) I_I_501(c)_( JWebsite:WWW.BUSHCENTER.ORG K Form of organization: I X I Corporation I I Trust I I Association I I Other G Gross receipts $ 46,553, 604. H(a) Is this a group return for Yes X No subordinates? Yes No H(b) Are all subordinate, hrcketed? If "No,' attach a list. (see instructions) H(c) Group exemption number Ll MARGARET SPELLINGS or 527 J I L Year of formation: 20061 M State of le gal domicile: TX I Briefly describe the organization's mission or most significant activities: ENDOW A PRESIDENTIAL ARCHIVE DEPOSITORY TO HOUSE & PRESERVE DOCUMENTS, PAPERS,& OTHER MEMORABILIA OF PRESIDENT m GEORGE — W. — BUSH— AND — PROMOTE — AND OPERATE THE GEORGE W. BUSH INSTITUTE. a, 2 Check this box if the organization discontinued its operations or disposed of more than 25% of its net assets. > 0 .......... Number of voting members of the governing body (Part VI, line la) 3 ci 7. 4 4 Number of independent voting members of the governing body (Part VI, line I b) 5 Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......!_ 500. 6 Total number of volunteers (estimate if necessary) 6 U 10,364. .7a 7a Total unrelated business revenue from Part VIII, column (C), line 12 b Net unrelated business taxable income from Form 990-T, line 34 ......................... 7b 6,864. Prior Year Current Year 87, 274, 135. 36, 796, 146. 8 Contributions and grants (Part VIII, line ih) a, 0 0 9 Program service revenue (Part VIII, line 2g) 312,124. 193, 425. 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) IX —275,479. 2,354,855. 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, lOc, and lie) 87,310,780. 39, 344, 426. - 12 Total revenue - add lines 8 through ii (must equal Part VIII, column (A), line 12) 1,252,380. 1,136,496. 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) 0 0 14 Benefits paid to or for members (Part IX, column (A), line 4) 10,416,162. 9, 863, 137. cn 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 623, 682. 456, 662. 16a Professional fundraising fees (Part IX, column (A), line lie) CL -6,513,992. b Total fundraising expenses (Part IX, column (D), line 25) No. W 48,257, 193. 29, 016, 800. 17 Other expenses (Part IX, column (A), lines ha-lid, llf-24e) .. 60,382,397. 40, 640, 115. 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) -21, 037, 971. 46, 670, 665. 19 Revenue less expenses. Subtract line 18 from line 12 Beginning of Current Year End of Year 423,540,118. 390,729,934. wa 20 Total assets (PartX, line 16) 17,373,306. 5,730,289. 21 Total liabilities (Part X, line 26) 406,166,812. 384, 999, 645. 22 Net assets or fund balances. Subtract line 21 from line 20.................. Sig nature Block I1IlI Under penalties of I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and c Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge. øaU Ct, a, > Sign Here Signature of officer Date Type or print name and title Print/Type preparer's name Date Preparer's signature Check [_J if PTIN Paid self-employed LAURA KIELCZEWSKI 08/07/2014 1 P00740769 Preparer name GRANT THORNTON LLP 366055558 Firm's EIN No. Use Only 2125990100 Firm'saddress'G66 THIRD AVENUE NEW YORK, NY 100174057 Phone no. May the IRS discuss this return with the preparer shown above? (see instructions) [ j Yes Li No Form 990 (2013) For Paperwork Reduction Act Notice, see the separate instructions. JSA 3EI010 1.000 4133AN 649J V 13-6F PAGE 3 Page 2 Form 990 (2013) ITIIII Statement of Program Service Accomplishments Check if Schedule 0 contains a response or note to any line in this Part Ill ........................ I Briefly describe the organizations mission: SEE SCHEDULE 0. 2 Did the organization undertake any significant program services during the year which were not listed on the No ..... . Yes prior Form 990 or 990-EZ? If "Yes," describe these new services on Schedule 0. 3 Did the organization cease conducting, or make significant changes in how it conducts, any program services? No F-1 Yes If "Yes," describe these changes on Schedule 0. 4 Describe the organization's program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported. 4a (Code: ) (Expenses $ SEE SCHEDULE 0. 22,222,497. including grants of $ ) (Revenue $ 4b (Code: ) (Expenses $ SEE SCHEDULE 0. 28, 123, 500. including grants of $ 1,252,380. ) ( Revenue $ including grants of $ ) (Revenue $ 4c (Code: ) (Expenses $ 4d Other program services (Describe in Schedule 0.) (Expenses $ including grants of $ 4e Total program service expenses 50, 345, 997. JSA 3E10202.000 19,237. ) (Revenue $ Form 990 (2013) 4133AN 649J V 13-6F PAGE 4 Page 3 Form 990 (201 Checklist of Re q uired Schedules Yes No I Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A .................................................. 2 Is the organization required to complete Schedule B, Schedule of Contributors ( see instructions)? ......... 3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I ........................... 4 Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II...................... 5 Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C, PartIII .......................................................... X 3 x 4 x 5 6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I ........................................... X X I 2 6 FX 7 Did the organization receive or hold a conservation easement, including easements to preserve open space, the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II.......... 8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," 7 complete Schedule D, Part III .............................................. 8 9 Did the organization report an amount in Part X, line 21, for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If 'Yes," complete Schedule D, Part IV ........................... 10 Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part V ....... 9 x 10 X 11 X X If the organization's answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable. a Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes," complete Schedule D, Part VI .............................................. b Did the organization report an amount for investments-other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII ................. c Did the organization report an amount for investments-program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII................. d Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If 'Yes," complete Schedule D, Part IX .......................... e Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, PartX f Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X ...... 12a Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes," complete Schedule D, Parts XI and XII ......................................... ha X lib X lic X lid X X Ile hf X 12a X b Was the organization included in consolidated, independent audited financial statements for the tax year? If 'Yes," and if 12b 1 3 Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E .......... 13 14a Did the organization maintain an office, employees, or agents outside of the United States? ............. 14a b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $1 00,000 or more? If "Yes," complete Schedule F, Parts land IV........... 14b X the organization answered "No" to line 12a, then completing Schedule 0, Parts XI and XII is optional .............. X X X 15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If'Yes," complete Schedule F, Parts II and IV ...................... 15 X 16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If 'Yes," complete Schedule F, Parts Ill and IV ................ 17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on 16 X Part IX, column (A), lines 6 and lie? If "Yes," complete Schedule G, Part I (see instructions) 17 X 18 X 18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines I c and 8a? If "Yes," complete Schedule G, Part II ............................ 19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III .......................................... 19 20a Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H ............. 20a b If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return'? ...... 20b J5A 4133AN 649J 3E1021 1.000 X X Form 990 (2013) V 13-6F PAGE 5 Page 4 Form 990 (201 Checklist of Required Yes No 21 22 Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If "Yes," complete Schedule I, Parts land/I ............... Did the organization report more than $5,000 of grants or other assistance to individuals in the United States 21 on Part IX, column (A), line 2? If "Yes," complete Schedule I, Parts I and III ...................... 22 X 23 X X 23 Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J ....................................... 24 a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If "Yes," answer lines 24b through 24d and complete Schedule K. If "No,"go to line 25a............................. X 24a 24b b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? ....... Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? ........................................... 24c d Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year'? ...... 24d 25a Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I................... 25a b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part L .......................................... 25b 26 Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payable to any current or former officers, directors, trustees, key employees, highest compensated employees, or ....................... 26 disqualified persons? If so, complete Schedule L, Part II 27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L. Part Ill............... 27 Was the organization a party to a business transaction with one of the following parties (see Schedule L, 28 Part IV instructions for applicable filing thresholds, conditions, and exceptions): a A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV ....... 28a b A family member of a current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV.................................................... 28b C An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV......... 28c 29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M 29 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified 30 conservation contributions? If 'Yes," complete Schedule M .............................. 30 Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, 31 31 PartI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If 'Yes," 32 complete Schedule N, Part II .............................................. 32 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations 33 sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, PartI .................... 33 Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, 34 or IV, and Part V, line l ................................................. 34 35 a Did the organization have a controlled entity within the meaning of section 512(b)(13)? .............. 35a b If "Yes" to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2...... 35b Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable 36 related organization? If "Yes," complete Schedule R, Part V, line 2 .......................... 36 Did the organization conduct more than 5% of its activities through an entity that is not a related organization 37 and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, 37 PartVI .......................................................... 38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 11 b and 38 C X X X X X X X X X X X x x X X X Form 990 (2013) JSA 3E1030 1.000 4133AN 649J V 13-6F PAGE 6 Page 5 Form 990 (2013) I1IA Statements Regarding Other IRS Filings and Tax Compliance V ..................... Yes No 6 1. I a Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable ........... Ia1 b Enter the number of Forms W-2G included in line I a. Enter -0- if not applicable ......... .lb c Did the organization comply with backup withholding rules for reportable payments to vendors and X reportable gaming (gambling) winnings to prize winners'?................................ I 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax 9 2a Statements, filed for the calendar year ending with or within the year covered by this return 2b X b If at least one is reported on line 2a, did the organization file all required federal employment tax returns? Note. If the sum of lines 1 a and 2a is greater than 250, you may be required to e-file (see instructions) ....... X 3a 3a Did the organization have unrelated business gross income of $1,000 or more during the year? b If "Yes," has it filed a Form 990-T for this year? If "No" to line 3b, provide an explanation in Schedule 0 ....... 3b X 4a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial X account)? ......................................................... 4a b If "Yes," enter the name of the foreign country: _ See instructions for filing requirements for Form 1D F 90-22.1, Report of Foreign Bank and Financial Accounts. 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year'? EMMM b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? c If "Yes" to line 5a or 5b, did the organization file Form 8886-T'? ............................ 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions'? ........... b If 'Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible'? .............................................. 7 Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? ............................................ b If "Yes," did the organization notify the donor of the value of the goods or services provided'? ............. c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282 9 .............................................. d If "Yes," indicate the number of Forms 8282 filed during the year ............... . I 7d e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract'? ..... g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? 8 Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year'? 9 Sponsoring organizations maintaining donor advised funds. a Did the organization make any taxable distributions under section 4966? ....................... b Did the organization make a distribution to a donor, donor advisor, or related person'? ................ 10 Section 501(c)(7) organizations. Enter: a Initiation fees and capital contributions included on Part VIII, line 12 ............... IOa I Ob b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities II Section 501(c)(12) organizations. Enter: a Gross income from members or shareholders ...........................ha b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ............................1 lb 12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041? b If "Yes," enter the amount of tax-exempt interest received or accrued during the year ..... .12b I 13 Section 501(c)(29) qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state'? .................. 13a Note. See the instructions for additional information the organization must report on Schedule 0. b Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans I 3b c Enter the amount of reserves on hand ................................I 3c X 14a 14a Did the organization receive any payments for indoor tanning services during the tax year'? 14b b If "Yes,' has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule 0 ISA Form 990 (2013) .000 MINE Rol Rol III mmm NMI 'Ii BMW NME MME MIME gas 4133AN 649J V 13-6F PAGE 7 Form 990 (2013) I1ThY1I Page 6 Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to line 8a, 8b, or lOb below, describe the circumstances, processes, or changes in Schedule 0. See instructions. Check if Schedule 0 contains a response or note to any line in this Part VI ........................ Section A. Governin q Bod y and Manauement No Enter the number of voting members of the governing body at the end of the tax year ...... I a If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule 0. b Enter the number of voting members included in line 1 a, above, who are independent ......lb 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee ? ................................ 3 Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors, or trustees, or key employees to a management company or other person? . . 4 Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...... 5 Did the organization become aware during the year of a significant diversion of the organization's assets? .... 6 Did the organization have members or stockholders ? ................................ 7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint oneor more members of the governing body ? .................................... b Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body ? .............................. 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following: a The governing body?.................................................. b Each committee with authority to act on behalf of the governing body ? ...................... 9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization's mailing address? If "Yes," provide the names and addresses in Schedule 0 la X X X X X X X X X X 9 Section B. Policies (This Section B requests information about policies not required b y the Internal Revenue Code Yes No Did the organization have local chapters, branches, or affiliates? .......................... b If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?. 11a Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? b Describe in Schedule 0 the process, if any, used by the organization to review this Form 990. 12a Did the organization have a written conflict of interest policy? If "No," go to line 13 ................ b Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? .................................................... c Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule 0 how this was done ...................................... 13 Did the organization have a written whistleblower policy?.............................. 14 Did the organization have a written document retention and destruction policy?.................. 15 Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision? a The organization's CEO, Executive Director, or top management official ...................... b Other officers or key employees of the organization ................................. If "Yes" to line 15a or 15b, describe the process in Schedule 0 (see instructions). 16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................................... b If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization's exempt status with respect to such arrangements? ......................... x lOa lOb ha X 12a X 12b X 12c X 13 X 14 X ISa X 15b X IRa X Section C. Disclosure 17 18 ATTACHMENT List the states with which a copy of this Form 990 is required to be filed _.. Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (Section 501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply. Own website El Another's website Upon request Other (explain in Schedule 0) 19 Describe in Schedule 0 whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year. 20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization: JEFFREY R. Gu y 2943 SMU BOULEVARD DALLAS, TX 75205 214-855-4306 JSA - Form 990 (2013) 3E1042 1.000 4133AN 649J V 13-6F PAGE 8 Form 990 (2013) Page 7 IflIY1II Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors Check if Schedule 0 contains a response or note to any line in this Part VII ...................... Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees la Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization's tax year. • List all of the organization's current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid. • List all of the organization's current key employees, if any. See instructions for definition of 'key employee." • List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations. • List all of the organization's former officers, key employees, and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. • List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations. List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest compensated employees; and former such persons. Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee. (A) Name and Title (C) Position (B) Average (do not check more than one hours per box, unless person is both an week (list any officer and a director/trustee) hours for related a. , organizations- below dotted l ine) 2 aa . . 5. (D) (E) (F) Reportable compensation from the organization Reportable compensation from related organizations Estimated amount of other compensation from the organization and related organizations (W-2/1 099-MISC) (W-2/1 099-MISC) . 2L 3 a (a CD (p a — CD CL _j1J__EN_S CHAIRMAN/DIRECTOR I I x _j2J_S H —3.00 VICE_PRES/TREASURER/DIRECTOR X j3)MARGARET SPELLINGS 40.00 PRES_(EFF _9/13)&_DIRECTOR 1/ X f4)LAURAW.EUSH ---------------------- -3.00 DIRECTOR X 5JRAYL.HUNT 3.00 DIRECTOR X —3.00 j6jnRK PRES_(THRU_8/31/13)&_DIRECTOR X j7JJEANNEL.PHILLIPS —3.00 DIRECTOR X fCRAIGR.STAPLET0N 3.00 DIRECTOR X j9JR. GERALD TURNER —3.00 DIRECTOR X il°J5----------------------SECRETARY 40.00 111J 2 LLN CHIEF_FINANCIAL_OFFICER ft2iISMA-— /31/13) INST_ EXEC_DIR_(THRU_8 - X 9 0 X 9 0 O 25,331. 9 0 9 0 0 28,629. 9 0 0. 0 2 0 9 0 186.134 9 52,416. 396,470. 9 44,015. X 297, 215. 9 47,554. x 250. 000. 9 50,869. X X 303,924 X X ------------------- DIRECTOR, ECONOMIC_GROWTH 14JTOBI YOUNG GENERAL COUNSEL 212, 313. X I I I ---40.00 Form 990 JSA (2013) 3E1041 1.000 4133AN 649J V 13-6F PAGE 9 Form 990 Section A. Officers, D (A) Name and title EmDlovees. and (C) (B) Average Position (do not check more than one hours per week (list any box, unless person is both an officer and arectoi/truste)_ hours for Z 0 g related o , a CD 11 CL organizations below dotted a c CD - (D) Reportable compensation from the organization (W-211099-MISC) , (E) Reportable compensation from related organizations (W-211 099-MISC) - is line)CD CD CD 8 nsated a • (F) Estimated amount of other compensation from the organization and related organizations ID ID CD DC CD ID — CD 0 15) OLADOYIN OLUWOLE EXECUTIVE DIRECTOR, PRRR 16) KERRI L. BRIGGS DIR, EDUCATION (THRU 12/20/13: 17) CATHERINE FREEMAN DIRECTOR, EVALUATION 40.00 - 226,467. 39,869. - 213,841. 20,873. 202,980. 54,643. 40.00 40.00 X 0,. 1,646,056. lb Sub-total ..............643, 288. c Total from continuation sheets to Part VII, Section A 2,289,344. d Total (add lines lb and 11c) Do, 2 Total number of individuals (including but not limited to those listed above) who received more than $100,000 of re p ortable com p ensation from the org anization 25 ............................ 248,814. 115,385. 364, 199. Yes No 3 Did the organization list any former officer, director, or trustee, key employee, or highest compensated employee online l a? If 'yes," complete Schedule J for such individual .......................... X 4 For any individual listed on line la, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual........................................................... 5 Did any person listed on line la receive or accrue compensation from any unrelated organization or individual If ................ for services rendered to the org anization? X X 'Yes," complete Schedule J for such person Section B. Independent contractors I Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization's tax year. (C) (B) (A) Compensation Description of services Name and business address 2 Total number of independent contractors (including but not limited to those listed above) who received more than $1 00,000 in compensation from the organization 14 JSA 3E1055 1.000 Form 990 4133AN 649J V 13-6F (2013) PAGE 10 Page 9 Form 990 (2013) IflW1llI Statement of Revenue Check if Schedule 0 contains a response or note to any line in this Part VIII - . . ..........11 la Federated campaigns ........ 0 d Related organizations 0(8 (C) (D) Related or exempt function revenue Unrelated business revenue Revenue excluded from tax under sections 512-514 2,920,418. 5,499,977. l e e Government grants (contributions) f All other contributions, gifts, grants, if and similar amounts not included above g Noncash contributions included in lines 1a-1f $ 5 (B) Total revenue I.L. ..........i.P_ c Fundraising events ......... Ic_ b Membership dues VVVVVVVVVVVVVVVVVVVVVVVV (A) 28, 375,751. 1,308,595. I Business Code 2a b c d U 0 u E e f All other program service revenue ...... Cl Total. Add lines 2a-2f ................... ...............................I I . 3 Investment income (including dividends, interest, and othersimilar amounts) 4 Income from investment of tax-exempt bond proceeds . . . 5 Royalties (I) Real (ii) Personal 6a Gross rents ........ 501,814. b Less: rental expenses 501,814. c Rental income or (loss) . . d Net rental income or (((( ( (501,814. (i) Securities (ii) Other 7a Gross amount from sales of 7,162,871. assets other than inventory b Less: cost or other basis 7,157,572. and sales expenses . . . c Gain or(Ioss) dNet gain or (loss) ....................... 5,299. 501,814 5,299 8a Gross income from fundraising 2,920,418. events (not including $ of contributions reported on line ic). See Part IV, line l8 . . . . . . . . . . . a b Less: direct expenses ......... b c Net income or (loss) from fundraising events . 5 6,240. 51,606. -45,366. -45,366 9a Gross income from gaming activities. See Part IV, line 19 . . . . . . . . . . . a b Less: direct expenses . . . . . . . . . . b c Net income or (loss) from gaming activities 0 IOa Gross sales of inventory,less returns and allowances . . . . . . . . . a b Less: cost of goods sold . . . . . . . . . b c Net income or (loss) from sales of inventory Miscellaneous Revenue ........... ha WARRIOR OPEN GOLF TOURNAMENT b BOOK ADVANCE ________________ Business Code 15,938. 3,299. 15,938. e Total. Add lines lla-lld ..................19,237. 12 Total revenue. See instructions 39.344.426 19.237. C d All other revenue J5A 3E1051 1.000 4133AN 649J 3,299. 900099 900099 .............. ................ 10.364. 1 2.518.679 Form 990 (2013) V 13-6F PAGE 11 Form 990 (2013) Page 10 I1II Statement of Functional Expenses Section 501(c) (3) and 501(c) (4) organizations must complete all columns. All other organizations must complete column (A). Check if Schedule 0 contains a response or note to any line in this Part IX ........................Li (A)(B) (C) (D) I I Do not include amounts reported on lines 6b, 7b, I Total expenses Program service Management and Fundraising I 8b, 9b, and lOb of Part VIII. expenses general expenses expenses I I I Grants and other assistance to governments and organizations In the United States. See Part IV, line 21 2 Grants and other assistance to individuals in the United States. See Part IV, line 22 ...... 1,252,380. 1,252,380. 3 Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16 4 Benefits paid to or for members ......... 5 Compensation of current officers, directors, trustees, and key employees 1,230,340 6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) 7 Other salaries and wages .......... 8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ...... ............ .................. 9 Other employee benefits 10 Payroll taxes 11 Fees for services (non-employees): a Management b Legal ..................... .................. ................... cAccounting 561,012. 669,328. 7, 104, 100. 4,028,707. 1,515,052. 1,560,341. 395,366. 1,226,330. 240, 461. 90,557. 699,102. 64,348. 226, 902. 460, 026. 261, 227. 86,253. 5,575. 64,130. 300,326. 112, 546. 5,575. 64,130. d Lobbying e Professional fundraising services. See Part IV, line 17. f Investment management fees ......... 9 Other. (If line hg amount exceeds 10% of line 25, column (A) amount, list tine 1 ig expenses on Schedule 0.)...... 12 Advertising and promotion ........... ................ ............. .................... .................. ..................... 13 Office expenses 14 Information technology 15 Royalties 16 Occupancy 17 Travel 18 Payments of travel or entertainment expenses for any federal, state, or local public officials 19 Conferences, conventions, and meetings 20 Interest 21 Payments to affiliates .................... .............. ................... 22 Depreciation, depletion, and amortization . 23 Insurance 456, 662. 456, 662. 3,951,172.1 3,865,914.1 57,316.1 27,942. 838, 763.1 820,349.1 518,775.1 663,092.1 103,260.1 45,097.1 216,728. 112,160. 2,132,197. 807,479.1 1,487,624.1 669,183.1 527,768.1 79,141.1 116,805. 59,155. 8,141,864.1 7,852,091. 7,114,675. 66,176. 7,114, 675. 11,026,333. 9,763,192. 3,156,314. 181, 169. 187, 805. 60,382,397. 11,026,333. 9,763,192. 289,773. 66,176. 24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If tine 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule 0.) aJOINT PROGRAMMING —ENDOWMENT - bM-U-SEUM-OPERATION—ENDOWMENT --cIPcL dVIDEO e All other expenses _________________ 25 Total functional expenses. Add lines 1 through 24e 26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720) ....... 12,062.1 3,522,408. 14,683. 6,513,992. Form 990 (2013) 3E1052 1.000 4133AN 649J 3,156,314. 181, 169. 161,060. 50,345,997. V 13-6F PAGE 12 Page 11 Form 990 (2013) a res ponse or (B) End of year (A) Beginning of year Cash - non-interest-bearing 2 Savings and temporary cash investments 3 Pledges and grants receivable, net 4 Accounts receivable, net 5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L 6 Loans and other receivables from other disqualified persons (as defined under section 4958(fXl)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions). Complete Part II of Schedule L 7 Notes and loans receivable, net 8 Inventories for sale or use 9 Prepaid expenses and deferred charges ba Land, buildings, and equipment: cost or 238,222,357. other basis. Complete Part VI of Schedule DIDa 7,463,822. lOb b Less: accumulated depreciation 11 Investments - publicly traded securities 12 Investments - other securities. See Part IV, line 11 13 Investments - program-related. See Part IV, line 11 14 Intangible assets 15 Other assets. See Part IV, line 11 - 16 Total assets. Add lines 1 through 15 (must equal line 34) 17 Accounts payable and accrued expenses 18 Grants payable 19 Deferred revenue 20 Tax-exempt bond liabilities 21 Escrow or custodial account liability. Complete Part IV of Schedule D 22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons. Complete Part II of Schedule L 23 Secured mortgages and notes payable to unrelated third parties 24 Unsecured notes and loans payable to unrelated third parties 25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D 26 Total liabilities. Add lines 17 through 25 I .................... ........... .................... ............... .......... ................................. .................................. U Organizations that follow SFAS 117 (ASC 958), check here No. complete lines 27 through 29, and lines 33 and 34. 27 Unrestricted net assets 28 Temporarily restricted net assets 29 Permanently restricted net assets 3,720,941. 44, 976, 605. 62,707,953. 767,207. 05 0 06 (7 (8 38,219. 9 0 0 0 79,923. 219, 823, 67i. lOc 14, 62 6, 94 11 0.1 12 13 14 33,699,667. 15 423,540,118. 9, 205, 901. 17 18 19 20 230,758,535. 14,155,103. 0 0 0 33,563,667. 390,729,934. 5,730, 289. 0 - 0 0 0 24 0 0 0 8,167,405-125 17,373,306-126 0 5,730,289. 275,402,754 .j27 130, 764, 058 28 289, 580, 879. 95,418,766. 0 22 23 LJ and ........................ Organizations that do not follow SFAS 117 (ASC 958), check here LL 10,582,923. I 37,391,631. 107, 334, 0 47 3 42,848. 4 29 and complete lines 30 through 34. Capital stock or trust principal, or current funds 31 Paid-in or capital surplus, or land, building, or equipment fund 32 Retained earnings, endowment, accumulated income, or other funds 33 Total net assets or fund balances 34 Total liabilities and net assets/fund balances . 30 .................. 30 32 406,166,812. 33 423,540,118. 34 384, 999, 645. 390, 729, 934. Form 990 (2013) JSA 3E1053 1.000 4133AN 649J V 13-6F PAGE 13 Page 12 Form 990 (2013) •iii Reconciliation of Net Assets Check if Schedule 0 contains a response or note to any line in this Part Xl ................... -- - I Total revenue (must equal Part VIII, column (A), line 12) ....................... 2 Total expenses (must equal Part IX, column (A), line 25) ....................... 3 Revenue less expenses. Subtract line 2 from line I .......................... 4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..... 5 Net unrealized gains (losses) on investments ............................. 6 Donated services and use of facilities ................................. 7 Investment expenses .......................................... 8 Priorperiod adjustments ........................................ 9 Other changes in net assets or fund balances (explain in Schedule 0) ................ 10 Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B)) Financial Statements and Reporting Check if Schedule 0 contains a response or note to LII 39, 344,426. 60,382,397. —21,037, 971. 406, 166, 812. —129,196. 0 0 0 0 384, 999, 645. line in this Part XII .............. Yes No I Accounting method used to prepare the Form 990: Cash Accrual Other If the organization changed its method of accounting from a prior year or checked 'Other," explain in Schedule 0. 2a Were the organization's financial statements compiled or reviewed by an independent accountant? If "Yes," check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both: Separate basis Consolidated basis El 2a X Both consolidated and separate basis b Were the organization's financial statements audited by an independent accountant? .............. If "Yes," check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both: FXI Separate basis Consolidated basis Both consolidated and separate basis c If "Yes" to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant? If the organization changed either its oversight process or selection process during the tax year, explain in Schedule 0. 3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-i 33? ................................... b If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the re q uired audit or audits, ex p lain why in Schedule 0 and describe an y steps taken to underqo such audits. 2b X 2c X 3a F 3b1 X I Form 990 (2013) JSA 3E1054 1.000 4133AN 649J V 13-6F PAGE 14 SCHEDULE A (Form 990 or 990-EZ) I I Public Charity Status and Public Support OMB No. 1545-0047 ©13 Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust. ill Attach to Form 990 or Form 990-EZ. Department of the Treasury internal Revenue Service I Information about Schedule A (Form 990 or 990 .EZ) and its instructions is at www.irs.gov1form990. Name of the organization Employer identification number THE GEORGE W. BUSH FOUNDATION 20-4119317 IflII Reason for Public Charity Status (All organizations must Complete this part.) See instructions. The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.) I A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i). 2 A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.) 3 A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii). 4 A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state: 5 An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.) 6A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v). 7 X An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.) 8 A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.) 9 An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions - subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part Ill.) 10 An organization organized and operated exclusively to test for public safety. See section 509(a)(4). 11 An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines lie through 11 h. b a Type I Type Ill-Non-functionally integrated Type II d c Type Ill-Functionally integrated e By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). f If the organization received a written determination from the IRS that it is a Type I, Type II, or Type Ill supporting organization, check this box g Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons? Yes No (i) A person who directly or indirectly controls, either alone or together with persons described in (ii) and 111g(i) (iii) below, the governing body of the supported organization? .119(11) (ii) A family member of a person described in (i) above? (iii) A 35% controlled entity of a person described in (i) or (ii) above ? llgOii) LII h Provide the following information about the supported organization(s). (I) Name of supported (ii) EIN (iv) Is the (v) Did you notify (vi) Is the (iii) Type of organization organization in the organization organization (described on lines 1-9 organization in col. (u) listed, in above or IRC section in cal. (I) of your cal. (I) organized your governing (see instructions)) in the U.S.? support? document? Yes I No Yes No Yes No (vii) Amount of monetary support (A) (B) (C) (D) (E) Total For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Schedule A (Form 990 or 990 .EZ) 2013 .JSA 3E1210 1.000 4133AN 649J V 13-6F PAGE 15 Page 2 Schedule A (Form 990 or990-EZ) 2013 IIlI Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part Ill. If the organization fails to qualify under the tests listed below, please complete Part Ill.) Section A. Public SuoDort Calendar year (or fiscal year beginning in) 2009 I (b)2010 I (c)2011 2012 2013 I (0 Total I Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ...... 2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf ....... 3 4 The value of services or facilities furnished by a governmental unit to the organization without charge ....... Total. Add lines I through 3 ....... 5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line I that exceeds 2% of the amount shown on line 11, column (f)....... 6 Public support. Subtract line 5 from line 4. Section B. Total Support Calendar year (or fiscal year beginning in) 7 Amounts from line 4 .......... 8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources................. 7 7.274 7 2009 1 (b)2010 290.549. 161.162.992. 1 (c)2011 76.876.074. 1 (d)2012 87.274.1 2013 796.146. 1 (f)Total 514.399.1 9 Net income from unrelated business activities, whether or not the business is regularly carried on .......... 10 Other income. Do not include gain or loss from the sale of capital assets 25,477. 204,986. 57,968. 101,550. 17,305. 2,686. (Explain in Part lV.) .ATCi. 3 518587730. 11 Total support. Add lines 7 through 10. . --i 12 Gross receipts from related activities, etc. (see instructions) ........................... 12 I First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(cX3) 13 organization, check this box and stop here Section C. Com putation of Public Su pport Percentage 85.96% 14 Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f)) ........ .14 85.84%. 15 Public support percentage from 2012 Schedule A, Part II, line 14 .................... 15 1 16a 331/3% support test -2013. If the organization did not check the box on line 13, and line 14 is 331/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization .................... b 331/3% support test -2012. If the organization did not check a box on line 13 or 16a, and line 15 is 331/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization ................. 17a 10%-facts-and-circumstances test -2013. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization............................................................. LII b 10%-facts-and-circumstances test -2012. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ........................................................ 18 Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions .............................................................. LI LI Schedule A (Form 990 or 990 .EZ) 2013 JSA 3E1220 1.000 4133AN 649J V 13-6F PAGE 16 Page 3 Schedule A (Form 990 or990-EZ) 2013 IIIIISupport Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. lithe organization fails to qualify under the tests listed below, please complete Part II.) Section A. Public Support (a) 2009 Calendar year (or fiscal year beginning in) I (b)2010 (C) 2011 (d)2012 (e)2013 (f)Total (d)2012 (e)2013 (f) Total Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") 2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose 3 Gross receipts from activities that are not an unrelated trade or business under section 513 4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf 5 The value of services or facilities furnished by a governmental unit to the organization without charge 6 Total. Add lines I through 5 7a Amounts included on lines 1, 2, and 3 received from disqualified persons . b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year ............ ................. c Add lines 7a and 7b 8 Public support (Subtract line 7c from line 6.) ___________ - (a)2009 Calendar year (or fiscal year beginning in) ............ _____________ .................. ______________ 9 Amounts from line 6 lOa Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources b Unrelated business taxable income (less section 511 taxes) from businesses (b)2010 (c)2011 acquired after June 30, 1975 c Add lines 1 O and 1 O 11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on 12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) 13 Total support. (Add lines 9, bc, 11, and 12.) 14 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here ........... . - ............................................... Section C. Computation of Public Support Percentage 15 Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f)) 16 Public support percentage from 2012 Schedule A, Part Ill, line 15 .15 % 16 % Section D. Computation of Investment Income Percentage 17 Investment income percentage for 2013 (line lOc, column (f) divided byline 13, column (f)) 18 Investment income percentage from 2012 Schedule A, Part Ill, line 17 .17 .18 % 19a 33113% support tests - 2013. If the organization did not check the box on line 14, and line 15 is more than 331/3%, and line 17 is not more than 331/3%, check this box and stop here. The organization qualifies as a publicly supported organization b 33113% support tests -2012. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 331/3%, and line 18 is not more than 331/3%, check this box and stop here. The organization qualifies as a publicly supported organization 20 Private foundation. If the orqanization did not check a box on line 14, 19a, or 19b, check this box and see instructions Schedule A (Form 990 or 990 .EZ) 2013 3E1221 1.000 4133AN 649J V 13-6F PAGE 17 Page 4 Schedule A (Form 990 or990-EZ) 2013 IflIIY1 Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part Ill, line 12. Also complete this part for any additional information. (See instructions). ATTACHMENT 1 SCHEDULE A, PART II - OTHER INCOME DESCRIPTION 2010 2009 2011 2012 2013 TOTAL WARRIOR OPEN GOLF TOURNAMENT 21,001. 46,529. 3,299. 70,829. BOOK ADVANCE 15,938. 30,475. 15,938. 62,351. MAILING LIST RENTAL 2,686. SPECIAL EVENTS _ TOTALS 2,315. 790. 14,990. 20,239. 17 fl' _ 5,791. 24,546. ,fl1Sfl 6,240. 9,;., d 7 7 66,015. 904 Schedule A (Form 990 or 990.EZ) 2013 JSA 3E1225 2.000 4133AN 649J V 13-6F PAGE 18 SCHEDULE C (Form 990 or 990-EZ) Political Campaign and Lobbying Activities OMB No. 1545-0047 ©13 For Organizations Exempt From Income Tax Under section 501(c) and section 527 Complete if the organization is described below. Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule C (Form 990 or 990-EZ) and its Department of the Treasury Internal Revenue Service instructions is at www.irs.qov11orm990. If the organization answered "Yes," to Form 990, Part IV, line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then • Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C. • Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B. • Section 527 organizations: Complete Part i-A only. If the organization answered "Yes," to Form 990, Part IV, line 4, or Form 990-EZ, Part Vi, line 47 (Lobbying Activities), then • Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part Il-A. Do not complete Part II-B. • Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part Il-B. Do not complete Part Il-A. If the organization answered "Yes,' to Form 990, Part IV, line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then • Section 501(c)(4), (5), or(6) organizations: Complete Part Ill. Name of organization Employer identification number THE GEORGE W. BUSH FOUNDATION 20-4119317 II!.1 Complete if the organization is exempt under section 501(c) or is a section 527 organization. I 2 3 Provide a description of the organization's direct and indirect political campaign activities in Part IV. Political expenditures ........................................ 10 $ Volunteer hours ............................................. Off !:I Complete if the organization is exempt under section 501(c)(3). I Enter the amount of any excise tax incurred by the organization under section 4955...... $ 2 Enter the amount of any excise tax incurred by organization managers under section 4955 . . $ 3 If the organization incurred a section 4955 tax, did it file Form 4720 for this year" .................Yes ... .. . 4a Was a correction made" ..........................................Yes b If "Yes," describe in Part IV. Ll No No 1-MIST-Complete if the organization is exempt under section 501(c), except section 501(c)(3). I Enter the amount directly expended by the filing organization for section 527 exempt function activities............................................... 00. $ 2 Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... $ 3 Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line17b ................................................. 4 Did the filing organization file Form 1120-POL for this year" ............................ Yes [..J No 5 Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing organization made payments. For each organization listed, enter the amount paid from the filing organization's funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate serenated fund or a oolitical action committee (PAC). If additional soace is needed. orovide information in Part IV. Li (a) Name (b) Address (c) EIN (d) Amount paid from (e) Amount of political filing organization's contributions received and funds. If none, enter -0-. promptly and directly delivered to a separate political organization. If none, enter -0-. (1) (2) (3) (4) (5) (6) For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Schedule C (Form 990 or 990-EZ) 2013 JSA 3E1264 1.000 4133AN 649J V 13-6F PAGE 24 Page 2 Schedule C (Form 990 or990-EZ) 2013 iiIi.1 Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)). A Check 0,.Lj if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures). B Check prEll if the filing organization checked box and "limited control" provisions apply. (b) Affiliated (a) Filing Limits on Lobbying Expenditures organization's totals group totals (The term "expenditures" means amounts paid or incurred.) I a Total lobbying expenditures to influence public opinion (grass roots lobbying) ......___________________ b Total lobbying expenditures to influence a legislative body (direct lobbying) .......___________________ c Total lobbying expenditures (add lines la and ib) ....................._________________ d Other exempt purpose expenditures ............................53, 868,406 e Total exempt purpose expenditures (add lines 1 c and 1 d) .................53, 868, 406 f Lobbying nontaxable amount. Enter the amount from the following table in both 1,000,000. columns. If the amount on line le, column (a) or (b) is: The lobbying nontaxable amount is: 20% of the amount on line le. Not over $500,000 $100,000 plus 15% of the excess over $500,000. Over $500,000 but not over $1,000,000 Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000. Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000. -Over $17,000,000 $1,000,000 g Grassroots nontaxable amount (enter 25% of line if) ...................250, 000 0 h Subtract line I g from line 1 a. If zero or less, enter -0- ...................0 0 i Subtract line if from line Ic. If zero or less, enter -0- ...................0 If there is an amount other than zero on either line 1 h or line ii, did the organization file Form 4720 .Yes Ei1 No reporting section 4911 tax for this year? 4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.) Lobbying Expenditures During 4-Year Averaging Period Calendar year (or fiscal year beginning in) 2a Lobbying nontaxable amount (a) 2010 556,031. (b)201 1 (C) 1,000,000 2012 1,000,000 (ci) 2013 1,000,000. b Lobbying ceiling amount (150% of line 2a, column (e)) C (e) Total 3, 556, 031. 5,334,047. Total lobbying expenditures d Grassroots nontaxable amount 139,008. 250,000. e Grassroots ceiling amount (150% of line 2d, column( 250,000 250, 000. 889, 008. 1,333,512. f Grassroots lobbying expenditures Schedule C (Form 990 or 990.EZ) 2013 JSA 3E1265 1.000 4133AN 649J V 13-6F PAGE 25 Page 3 Schedule C(Form 990 or 990-EZ) 2013 I11I!:I Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h). ( a) (b) For each 'Yes," response to lines la through Ii below, provide in Part IV a detailed Amount description of the lobbying activity. I Yes No During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of: a Volunteers? b Paid staff or management (include compensation in expenses reported on lines lcthrough Ii)? c Media advertisements? d Mailings to members, legislators, or the public? e Publications, or published or broadcast statements? . f Grants to other organizations for lobbying purposes? . g Direct contact with legislators, their staffs, government officials, or a legislative body? h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? i Other activities? Total. Add lines 1 c through ii j 2 a Did the activities in line 1 cause the organization to be not described in section 501 (c)(3)? - b If "Yes," enter the amount of any tax incurred under section 4912 C If "Yes," enter the amount of any tax incurred by organization managers under section 4912 d If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? ..... . IITIll..1 Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501 (c)(6). I Were substantially all (90% or more) dues received nondeductible by members? .I 2 .2 Did the organization make only in-house lobbying expenditures of $2,000 or less? 3 Did the organization agree to carry over lobbying and political expenditures from the prior year? 3 ITiIII!:I Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part Ill-A, lines I and 2, are answered "No," OR (b) Part Ill-A, line 3, is answered "Yes." I Dues, assessments and similar amounts from members 2 Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid). a Current year b Carryover from last year c Total 3 Aggregate amount reported in section 6033(e)(1 )(A) notices of nondeductible section 162(e) dues . 4 If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? 5 Taxable amount of lobbying and political expenditures (see instructions) n Provide the descriptions required for Part I-A, line 1; Part I-B, line 4; Part I-C, line 5; Part Il-A (affiliated group list); Part II-A, line 2; and Part Il-B, line 1. Also, complete this part for any additional information. SEE PAGE 4 JSA 3E1266 1.000 4133AN 649J Schedule C (Form 990 or 990 .Ez) 2013 V 13-6F PAGE 26 Schedule C (Form 990 or 990-EZ) 2013 Page 4 IIY1 Supplemental Information (continued) SCHEDULE C, PART II—A THE ORGANIZATION HAD A 501(H) ELECTION IN PLACE BUT DID NOT INCUR ANY LOBBYING EXPENSES DURING THE YEAR. JSA Schedule C (Form 990 or 990-EZ) 2013 3E1500 1.000 4133AN 649J V 13-6F PAGE 27 SCHEDULED (Form 990) Department of the Treasury Internal Revenue Service Supplemental Financial Statements Complete if the organization answered "Yes," to Form 990, Part IV, line 6, 7, 8, 9, 10, ha, llb, llc, lid, lie, hf, 12a, or 12b. Information about Schedule OMB No. 1545-0047 ©13 Attach to Form 990. D (Form 990) and its Instructions is at www.irs.gov/foiin990. Name of the organization Employer Identification number THE GEORGE W. BUSH FOUNDATION 20-4119317 Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6. (a) Donor advised funds (b) Funds and other accounts I ITotal number at end of year ............_____________________________________________________________________ 2 Aggregate contributions to (during year) . 3 Aggregate grants from (during year) ....... 4 Aggregate value at end of year ...........__________________________________________________________________ 5 Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization's property, subject to the organization's exclusive legal control? ............ Yes El No 6 Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose No conferring impermissible private benefit? ....................................... Yes IflIlI Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7. I Pur ose(s) of conservation easements held by the organization (check all that apply). Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area Protection of natural habitat Preservation of a certified historic structure Preservation of open space 2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year. Held at the End of the Tax Year a Total number of conservation easements ............................ b - Total acreage restricted by conservation easements ...................... c Number of conservation easements on a certified historic structure included in (a) ...... d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register . . . . . . . . . . . . . . . . . . . . . . . . . I 2d I 3 Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the tax year _ 4 Number of states where property subject to conservation easement is located No_ 5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ........................ Yes LII No 6 Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year 7 8 9 Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year -----------------Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(13) (i) and section 1 70(h)(4)(B)(ii)? .Yes LII] No In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting for conservation easements. IflIIlI Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets. Complete if the organization answered "Yes" to Form 990, Part IV, line 8. la If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items. b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items: (i) Revenues included in Form 990, Part VIII, line 1 ............................. llio. $------(ii) Assets included in Form 990, PartX ................................... 00.$------2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the following amounts required to be reported under SFAS 116 (ASC 958) relating to these items: a Revenues included in Form 990, Part VIII, line I ............................... po. $ _____________ b Assets included in Form 990, Part X ..................................... lo. $ For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule D (Form 990) 2013 JSA 3E1268 2.000 4133AN 649J V 13-6F PAGE 28 Page 2 Schedule D (Form 990) 2013 IIllI Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued) 3 Using the organizations acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply): X Public exhibition Loan or exchange programs a d Scholarly research b Other e Preservation for future generations C 4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose in Part XIII. 5 During the year, did the organization solicit or receive donations of art, historical treasures, or other similar assets to be sold to raise funds rather than to be maintained as part of the organization's collection? ...... .Yes EiII No GEM— Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21. R la Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not . Yes included on Form 990, Part X? No b If "Yes," explain the arrangement in Part XIII and complete the following table: Amount I I c Beginning balance ...................................Ic d Additions during the year ...............................Id e Distributions during the year .............................. le fEnding balance .....................................If 2a Did the organization include an amount on Form 990, Part X, line 21? Yes I INo b If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provide I in Part XIII..... 1ThTI Endowment Funds. Complete if the organization answered "Yes" to Form 9 ), Part IV, line 10. (b) Prior year I (c) Two years back I (d) Three years back (e) Four years back I (a) Current year I I a Beginning of year balance . b Contributions ........... c Net investment earnings, gains, and losses ............. d Grants or scholarships ...... e Other expenditures for facilities and programs ........... f Administrative expenses ..... g End of year balance........ 2 Provide the estimated percentage of the current year end balance (line ig, column (a)) held as: a Board designated or quasi-endowment jo. % b Permanent endowment jo. c Temporarily restricted endowment.. % The percentages in lines 2a, 2b, and 2c should equal 100%. 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization by: Yes No (i) unrelated organizations ................................................3a(i) (ii) related organizations .................................................3a(ii) b If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R ? ...................3b 4 Describe in Part XIII the intended uses of the organization's endowment funds. IflThYAI Land, Buildings, and Equipment. Complete if the organization answered "Yes" to Form 990, Part IV, line 11 a. See Form 990, Part X, line 10. O Description of property I (a) Cost or other basis I (b) Cost or other basis I (c) Accumulated I 1 Land ..................... b Buildings ......... ... ....... 148,709,468. c Leasehold improvements .......... 471, 083. d Equipment ................. 332,535. e Other 88,709,271. Total. Add lines 1 a throu g h I e. (Column (d) must e qual Form 990, Part X. column (B). line I 2 700, 920 86,556 212,199 4 464, 147 (d) Book value 146, 008,548. 384, 527. 120, 336. 84,245,124. 230,758,535. Schedule D (Form 990) 2013 JSA 3E1269 2.000 4133AN 649J V 13-6F PAGE 29 Page 3 Schedule D (Form 990) 2013 IflI'AlI Investments - Other Securities. Complete if the organization answered "Yes" to Form 990, Part IV, line 11 b. See Form 990, Part X, line 12. (a) Description of security or category (including name of security) (b) Book value I I (c) Method of valuation: Cost or end-of-year market value (1) Financial derivatives (2) Closely-held equity interests (3) Other (A) (B) (C) (D) (E) -- (.) (G) Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.) I1Ta'MII Investments - Program Related. ComDlete if the orianization answered "Yes" to Form (a) Description of investment (b) Book value Part IV. line 11 c. See Form 990. Part X. line 13. (c) Method of valuation: Cost or end-of-year market value 4 Total. (Column (b) must equal Form 990, Part X, cot. (B) line 13.) I1IPI( Other Assets. Complete if the organization answered "Yes" to Form 990, Part IV, line lid. See Form 990, Part X, line 15. ) Book value GROUND LEASE, NET OF AMORT 33, 563, 667. 4 Total. (Column (b) must equal Form 990, Part X, col. (B) line 15.) ............................33, 563, 667. iflLi Other Liabilities. Complete if the organization answered "Yes" to Form 990, Part IV, line lie or hf. See Form 990, Part X, line 25. Descriotion of Federal income taxes 4 Total. (Column (b) must equal Form 990, Part X, col. (B) line 25.) 2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII JSA 3E1270 1.000 4133AN 649J Schedule D V 13-6F (Form 990) 2013 PAGE 30 Page 4 Schedule D (Form 990) 2013 I1TIU Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered "Yes" to Form 990, Part IV, line 12a. Total revenue, gains, and other support per audited financial statements 1 Amounts included on line 1 but not on Form 990, Part VIII, line 12: .2a -129,196. a Net unrealized gains on investments .2b 365, 858. b Donated services and use of facilities c Recoveries of prior year grants .2c 51, 606. .2d d Other (Describe in Part Xlll.) e Add lines 2a through 2d .2e 3 Subtract line 2e from line I ..........................................3 4 Amounts included on Form 990, Part VIII, line 12, but not on line 1: a Investment expenses not included on Form 990, Part VIII, line 7b b Other (Describe in Part XIII.) . c Add lines 4a and 4b 4c 5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) 5 I 2 39, 632, 694. 288,268. 39,344, 426. 39, 344, 426. I1WIlI Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered "Yes" to Form 990, Part IV, line 12a. Total expenses and losses per audited financial statements 1 60, 799, 861. Amounts included on line 1 but not on Form 990, Part IX, line 25: .2a 365, 858. a Donated services and use of facilities b Prior year adjustments 2b c Other losses 2c 51,606. .2d d Other (DescribeinPartXlll.) 417,464. e Add lines 2a through 2d 2e .........................................3 60,382,397. 3 Subtract line 2e from line I 4 Amounts included on Form 990, Part IX, line 25, but not on line 1: a Investment expenses not included on Form 990, Part VIII, line 7b .4a b Other (Describe in Part XIII.) .4b c Add lines 4a and 4b 4c 60,382,397. 5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part!, line 18.)............... 5 I 2 I1Wllll Supplemental Information. Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1 a and 4; Part IV, lines lb and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information. SEE PAGE-5 JSA Schedule 0 (Form 990) 2013 3E1271 1.000 4133AN 649J V 13-6F PAGE 31 Page Schedule D (Form 990) 2013 5 RUM I Supplemental Information (continued) SCHEDULE D, PART III, LINE 4 WORKS OF ART ARE DISPLAYED IN THE PUBLIC SPACES OF THE PRESIDENTIAL CENTER SCHEDULE D, PART X, LINE 2 THE FOUNDATION IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(A) OF THE INTERNAL REVENUE CODE (IRC) OF 1986, AS AMENDED, AS AN ORGANIZATION DESCRIBED IN SECTION 501(C) (3) OF THE IRC, AS EVIDENCED BY THE FOUNDATION'S CONFIRMATION LETTER DATED MARCH 2006. THE FOUNDATION HAS BEEN CLASSIFIED AS AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION UNDER IRC SECTIONS 509(A) (1), AND AS SUCH, CONTRIBUTIONS TO THE FOUNDATION QUALIFY FOR DEDUCTION AS CHARITABLE CONTRIBUTIONS. HOWEVER, INCOME GENERATED FROM ACTIVITIES UNRELATED TO THE FOUNDATION'S EXEMPT PURPOSE IS SUBJECT TO TAX UNDER IRC SECTION 511. THE FOUNDATION DID NOT HAVE ANY UNRELATED BUSINESS INCOME TAX LIABILITY OR EXPENSE FOR THE YEAR ENDED DECEMBER 31, 2012. AS OF DECEMBER 31, 2013, UNRELATED BUSINESS INCOME TAX LIABILITY AND EXPENSE WERE IMMATERIAL TO THE FINANCIAL STATEMENTS. THE FOUNDATION FOLLOWS GUIDANCE THAT ESTABLISHED CRITERION THAT AN INDIVIDUAL TAX POSITION MUST MEET FOR SOME OR ALL OF THE BENEFITS OF THAT POSITION TO BE RECOGNIZED IN AN ENTITY'S FINANCIAL STATEMENTS. THIS STANDARD PROVIDES THAT THE TAX EFFECTS FROM AN UNCERTAIN TAX POSITION CAN BE RECOGNIZED IN THE FINANCIAL STATEMENTS ONLY IF THE POSITION IS "MORE—LIKELY—THAN—NOT" TO BE SUSTAINED IF THE POSITION WERE TO BE CHALLENGED BY A TAXING AUTHORITY. THE ASSESSMENT OF THE TAX POSITION IS BASED SOLELY ON THE TECHNICAL MERITS OF THE POSITION, WITHOUT REGARD TO THE LIKELIHOOD THAT THE TAX POSITION MAY BE CHALLENGED. NO TAX ACCRUAL Schedule D (Form 990) 2013 .JSA 3E1226 1.000 4133AN 649J V 13-6F PAGE 32 Schedule D (Form 990) 2013 Page 5 I9lllI Supplemental Information (continued) FOR UNCERTAIN TAX POSITIONS WAS RECORDED AS MANAGEMENT BELIEVES THERE ARE NO UNCERTAIN TAX POSITIONS FOR THE FOUNDATION. THE FOUNDATION HAS CONCLUDED THAT IT DOES NOT HAVE ANY UNRECOGNIZED TAX BENEFITS RESULTING FROM CURRENT OR PRIOR PERIOD TAX POSITIONS. THE FOUNDATION DOES NOT HAVE ANY OUTSTANDING INTEREST OR PENALTIES, AND NONE HAVE BEEN RECORDED IN THE STATEMENT OF ACTIVITIES FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012. THE TAX YEARS ENDING DECEMBER 31, 2010, 2011, 2012 AND 2013 ARE STILL OPEN TO AUDIT FOR BOTH FEDERAL AND STATE PURPOSES. SCHEDULE D, PART XI, LINE 2D FUNDRAISING EVENTS DIRECT EXPENSES $51,606. SCHEDULE D, PART XII, LINE 2D FUNDRAISING EVENTS DIRECT EXPENSES $51,606. Schedule D (Form 990) 2013 JSA 3E1226 1.000 4133AN 649J V 13-6F PAGE 33 SCHEDULE F (Form 990) Department of the Treasury Internal Revenue Service Name of the organization OMB No. 1545-0047 Statement of Activities Outside the United States ©13 Complete if the organization answered "Yes" on Form 990, Part IV, line 14b, 15, or 16. Attach to Form 990. See separate Instructions. Information about Schedule F (Form 990) and its instructions is at www.irs.gov/form990. Employer identification number 20-4119317 General Information on Activities Outside the United States. Complete if the organization answered "Yes' on Form 990, Part IV, line 14b. THE GEORGE W. BUSH FOUNDATION For grantmakers. Does the organization maintain records to substantiate the amount of its grants and other assistance, the grantees eligibility for the grants or assistance, and the selection criteria used to award the grants or assistance? Liii Yes No 2 For grantmakers. Describe in Part V the organizations procedures for monitoring the use of its grants and other assistance outside the United States. 3 Activities per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.) For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule F (Form 990) 2013 JSA 3E1274 1.000 4133AN 649J V 13-6F PAGE 34 Page 2 Schedule F (Form 990) 2013 EMU -Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered "Yes" on Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed. 1 (a) Name of organization (b) IRS code section and EIN (if applicable) (c) Region I I I I (d) Purpose of grant I I I (e) Amount of cash grant I I (f) Manner of I cash I disbursement (g) Amount of non-cash assistance I (h) Description I ''valuation of non-cash I (book, FMV, assistance appraisal, I I 10 11 12 13 14 2 Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt . by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter 3 Enter total number of other organizations or entities.............................................. Schedule F (Form 990) 2013 JSA 3E1275 1.000 4133AN 649J V 13-6F PAGE 35 Page 3 Schedule F (Form 990) 2013 IF1IIlI Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes on Form 990, Part IV, line 16. Part Ill can be duplicated if additional space is needed. (a) Type of grant or assistance (b) Region (c) Number of recipients I (d) Amount of cash grant (e) Manner of cash disbursement (f) Amount of non-cash assistance (g) Description of non-cash assistance (h) Method of valuation (book, FMV, 1 10 11 12 13 14 15 16 17 Schedule F (Form 990) 2013 JSA 3E12761.000 4133AN 649J V 13-6F PAGE 36 Schedule F (Form 990) 2013 IflIL'I I Page Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926) ............................... Yes 2 Did the organization have an interest in a foreign trust during the tax year? If "Yes," the organization may be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A) . 3 EE No LNo Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons With Respect To Certain Foreign Corporations. (see Instructions for Form 5471) ...................... Yes LNo 4 Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If 'Yes," the organization maybe required to file Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621) .Yes DI No Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons With Respect To Certain Foreign Partnerships. (see Instructions for Form 8865) .......................... Yes EE No 5 6 4 Foreign forms Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization maybe required to file Form 5713, International Boycott Report (see Instructions ........................................... Yes for Form 5713) LNo Schedule F (Form 990) 2013 JSA 3E1277 1.000 4133AN 649J V 13-6F PAGE 37 Supplemental Information Regarding Fundraising or Gaming Activities SCHEDULE OMB No. 1545-0047 3 Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or If the organization entered more than $15,000 on Form 990-EZ, line 6a. (Form 990 or 990-Ez) Department of the Treasury Internal Revenue Service Name of the organization I I I ' Attach to Form 990 or Form 990-EZ. • s. Information about Schedule G (Form 990 or 990 .EZ) and its instructions is at www,irs.govlformgoO. Inspection Employer identification number THE GEORGE W. BUSH FOUNDATION 20-4119317 Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17. Form 990-EZ filers are not required to complete this part. Indicate whether the organization raised funds through an of the following activities. Check all that apply. a X Mail solicitations e X Solicitation of non-government grants b X Internet and email solicitations Solicitation of government grants f c X Phone solicitations g X Special fundraising events d X In-person solicitations 2a Did the organization have a written or oral agreement with any individual (including officers, directors, trustees or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services? Ijj1 Yes LII No b If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is to be compensated at least $5,000 by the organization. (I) Name and address of individual or entity (fundraiser) (iii) Did fundraiser have custody or control of contributions? (ii) Activity I (v) Amount paid to (iv) Gross receipts from activity (or retained by) fundraiser listed in col. (I) (vi) Amount paid to (or retained by) organization Yes I No I WARFIELD & WALSH, INC 2 DIRECTMAIL X I 7,504,439 456,662.1 7,047,777. 3 4 5 6 7 8 9 10 456,662.1 7,047,777. I 7,504,439.1 3 List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from Total registration or licensing. AL,AK,AZ,AR, CA, CO, CT, DE, DC, FL, GA, HI, ID, IL, IN, IA,KS,KY,LA,ME,MD,MI,MN,NS,MO,MT,NE,NV,NH,NJ,NM,NY,NC,ND,OH, OK,OR,PA,RI,SC,SD,TN,TX,UT,VT,VA,WA,WV,WI,WY, C Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990.EZ. JSA 3E1281 1.000 4133AN 649J V 13-6F Schedule G (Form 990 or 990 .EZ) 2013 PAGE 38 Schedule G (Form 990 or 990-EZ) 2013 Page 2 ' IlIU Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000. (c) Other events (b) Event #2 (a) Event #1 (d) Total events (add col. (a) through DALLAS DINNER col. (c)) (total number) (event type) (event type) a) I Gross receipts 2,926,658. 2,926,658. 2 Less: Contributions 3 Gross income (line 1 minus line 2)................. 2,920,418. 2,920,418. 6,240. 6,240. 11,330. 11,330. 40,276. 40,276. 4 Cash prizes .............. 5 Noncash prizes............ (I) 6 Rent/facility costs .......... a) CL 7 Food and beverages ......... 0 a) 8 Entertainment ............ 9 Other direct expenses ........ 51, 606. .I Direct expense summary. Add lines 4 through 9 in column (d) -45,366. 11 Net income summary. Subtract line 10 from line 3, column (d) Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more - than $15,000 on Form 990-EZ, line 6a. (d) Total gaming (add I (b) Pull tabs/instant I a) (a) Bingo I I bingo/progressive bingo I (C) Other gaming col. (a) through ccl. (c)) I I I I I I I ci) > ci) I I I I I I I I Gross revenue 2 Cash prizes CL 3 Noncash prizes ........... 4 Rent/facility costs a 5 Other direct exoenses Yes 6 Volunteer labor LU Yes I No LINO % JWYes No 7 Direct expense summary. Add lines 2 through 5 in column (d) 8 Net gaming income summary. Subtract line 7 from line 1, column (d) ................. 9 Enter the state(s) in which the organization operates gaming activities: a Is the organization licensed to operate gaming activities in each of these states? b If "No," explain: 10 Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? . . . . b If "Yes," explain: Li Yes Li No Li No Yes Li Schedule G (Form 990 or 990 .EZ) 2013 JSA 3E1282 1.000 4133AN 649J V 13-6F PAGE 39 Page 3 Does the organization operate gaming activities with nonmembers? ........................ Li Yes Li No Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity 12 formed to administer charitable gaming? ........................................ Yes LI No Indicate the percentage of gaming activity operated in: 13 % a The organization's facility ........................................... I 3a b An outside facility ...............................................I 3b 14 Enter the name and address of the person who prepares the organization's gaming/special events books and records: Schedule G (Form 990 or 990-EZ) 2013 11 Name Address Does the organization have a contract with a third party from whom the organization receives gaming revenue? ........................................................LjilYes b If "Yes," enter the amount of gaming revenue received by the organization 10. $and the amount of gaming revenue retained by the third party $ C If "Yes," enter name and address of the third party: 15a No Name Address 16 Gaming manager information: Name Gaming manager compensation $ Description of services provided LII Director/officer El Employee Independent contractor Mandatory distributions: a Is the organization required under state law to make charitable distributions from the gaming proceeds to retain the state gaming license? ............................................LiiIYes b Enter the amount of distributions required under state law to be distributed to other exempt organizations or spent in the organization's own exempt activities during the tax year jo . $ IThI T1 Supplemental Information. Provide the explanation required by Part I, line 2b, columns (iii) and (v), and Part Ill, lines 9, 9b, 1 Ob, 1 5b, 1 5c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions). SCHEDULE G, PART I, COLUMN V 17 LI No THE FOUNDATION'S AGREEMENT WITH THE PROFESSIONAL FUNDRAISER LISTED PROVIDES FOR THE PAYMENT OF SPECIFIED FEES LISTED IN PART I COLUMN V IN ADDITION TO THE REIMBURSEMENT OF FUNDRAISING EXPENSES SUCH AS LIST RENTAL, DESIGN, PRINTING AND POSTAGE. FOR THE EXPENSE REIMBURSEMENT, THE FOUNDATION IS BILLED FOR THE VARIOUS ITEMS AT COST AS PRE-APPROVED BY THE FOUNDATION. Schedule G (Form 990 or 990 .EZ) 2013 JSA 3E1503 2.000 4133AN 649J V 13-6F PAGE 40 Grants and Other Assistance to Organizations, Governments, and Individuals in the United States SCHEDULE I (Form 990) OMB No. 1545-0047 ©13 Complete if the organization answered "Yes" to Form 990, Part IV, line 21 or 22. Attach to Form 990. Information about Schedule I (Form 990) and its instructions is at www.irs.gov1form990. Department of the Treasury Internal Revenue Service Employer identification number Name of the organization 20-4119317 THE GEORGE W. BUSH FOUNDATION General Information on Grants and Assistance I Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees eligibility for the grants or assistance, and ............................................... Yes the selection criteria used to award the grants or assistance? 2 Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States. 0 No IThIlI Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part It can be duplicated if additional space is needed. I (a) Name and address of organization or aovernment (b) EIN I I (c) IRC section If applicable I I (d) Amount of cash grant I I (e) Amount of non- cash assistance I (f) Method of valuation (book, FMV. appraisal, other) I t (g) Description of I non-cash assistance (h) Purpose of grant or assistance (1 L5 J7.).______________________________ ±9.1 tl_p.1 Wi ------------------------------ (i..?i 2 Enter total number of section 501(c)(3) and government organizations listed in the line 1 table 3 Enter total number of other organizations listed in the line 1 table For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule I (Form 990) (2013) JSA 3E1288 1.000 4133AN 649J V 13-6F PAGE 41 Page 2 - Schedule I (Form 990) (2013) IIIII Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" on Form 990, Part IV, line 22. Part Ill can be duplicated if additional space is needed. (a) Type of grant or assistance (c) Amount of cash grant (b) Number of recipients (d) Amount of (e) Method of valuation (bock. non-cash assistance I FMV, appraisal, other) (f) Description of non-cash assistance I FELLOWSHIP 2 3 4 5 6 7 1 I 1 I I IFTIIk'I Supplemental Information. Complete this part to provide the information required in Part I, line 2, Part Ill, column (b), and any other additional information. SCHEDULE I, PART I, LINE 2 THE FOUNDATION IS NOT A GRANT-MAKING ENTITY IN THE TRADITIONAL SENSE. THE FOUNDATION DOES ISSUE FELLOWSHIP STIPENDS TO INDIVIDUALS WHO ARE CHOSEN BASED ON THEIR QUALIFICATIONS IN THE AREAS OF ENGAGEMENT DETERMINED BY INSTITUTE STAFF. INSTITUTE PROGRAM DIRECTORS PROVIDE OVERSIGHT FOR THE WORK OF THE FELLOWS. Schedule I (Form 990) (2013) JSA 3E1504 1.000 4133AN 649J V 13-6F PAGE 42 OMB No. 1545-0047 Compensation Information For certain Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 9 Complete if the organization answered "Yes" to Form 990, Part IV, line 23. Attach to Form 990. 1111 See separate instructions. Information about Schedule J (Form 990) and its instructions is at www.irs.gov1f0rm990. Employer identification number SCHEDULE J (Form 990) ©13 Department of the Treasury Internal Revenue Service Name of the organization THE GEORGE W. BUSH FOUNDATION 20-4119317 ons Yes I 1 First-class or charter travel X Travel for companions Tax indemnification and gross-up payments Discretionary spending account Housing allowance or residence for personal use Payments for business use of personal residence Health or social club dues or initiation fees Personal services (e.g., maid, chauffeur, chef) b If any of the boxes on line la are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to ...... explain 2 Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all directors, trustees, and officers, including the CEO/Executive Director, regarding the items checked in line 1 a? Indicate which, if any, of the following the filing organization used to establish the compensation of the 3 organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III. Written employment contract Compensation committee X Independent compensation consultant X Compensation survey or study X Approval by the board or compensation committee X Form 990 of other organizations lb I X 21 X During the year, did any person listed in Form 990, Part VII, Section A, line 1 a, with respect to the filing organization or a related organization: ............4a a Receive a severance payment or change-of-control payment? .4b b Participate in, or receive payment from, a supplemental nonqualified retirement plan? .. .4c c Participate in, or receive payment from, an equity-based compensation arrangement? If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part Ill. 4 No Check the appropriate box(es) if the organization provided any of the following to or for a person listed in Form 990, Part VII, Section A, line Ia. Complete Part Ill to provide any relevant information regarding these items. X X X Only section 501(c)(3) and 501(c)(4) organizations must complete lines 5-9. For persons listed in Form 990, Part VII, Section A, line 1 a, did the organization pay or accrue any compensation contingent on the revenues of: X 5a a The organization? X 5b ..................... b Any related organization? If "Yes" to line 5a or 5b, describe in Part III. For persons listed in Form 990, Part VII, Section A, line 1 a, did the organization pay or accrue any 6 compensation contingent on the net earnings of: ----I X 6a .................. a The organization? X 6b ............. b Any related organization? If "Yes" to line 6a or 6b, describe in Part Ill. For persons listed in Form 990, Part VII, Section A, line la, did the organization provide any non-fixed 7 x 7 .......... payments not described in lines 5 and 6? If "Yes," describe in Part Ill 8 Were any amounts reported in Form 990, Part VII, paid or accrued pursuant to a contract that was subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe X 8 inPart III ........................................................ 9 If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c) 7 .......................................... Schedule J (Form 990) 2013 For Paperwork Reduction Act Notice, see the Instructions for Form 990. 5 Js 3E1290 1.000 4133AN 649J V 13-6F PAGE 43 Page 2 Schedule J (Form 990)2013 1FTh111 Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed. For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII. Note. The sum of columns (13)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line la, applicable column (D) and (E) amounts for that individual. (B) Breakdown of W-2 and/or 1099-MISC compensation (A) Name and Title (ii) Bonus & incentive compensation (I) Base compensation (C) Retirement and other deterred compensation (iii) Other reportable compensation (D) Nontaxable benefits (E) Total of columns (B)(i)-(D) 1 2,542. 237,644. 180,000. — MARGARET SPELLINGS C 1 PRES (EFF 9/1/13)& DIRECTOR 20,979. 332,553. (I) - -203,924.-100,000.—C-7,650. MARK LANGDALE C C C 2 PRES (THRU 8/31/13)& DIRECTOR 15,761. C-36,655. 238,550. -155,425.-30,709. LAURIE J. MARTIN (i) - CHIEF FINANCIAL OFFICER C C C 61,479. ( 7,650. 36, 365..------440., 485. 334,991. JAMES K. GLASSMAN (i) INST EXEC DIR (THRU 8/31/13) C.________ C 344,769. 28,015. AMITY SHLAES LIPSKY (j) DIRECTOR, ECONOMIC GROWTH C 6,780. 300,869. 250,000. TOBI YOUNG (i) 6 GENERAL COUNSEL OLADOYIN OLUWOLE — -226,467.—C16,971. 22,898. 266,336. 6,415. 14,458. 2341714. 175,440.-------27,540.-------------(--------39,857. (i) - fill( I I I 14,786. 257,623. (i) EXECUTIVE DIRECTOR, PRRR KERRI L. BRIGGS 8 DIR, EDUCATION (THRU 12/20/13) g DIRECTOR, EVALUATION CATHERINE FREEMAN 28,504. C I fill 10 185,337. 0) (F) Compensation reported as deferred in prior Form 990 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 tizzi:it:iiiitiiiz1z:ziiitii:iLiii -- - H ------------- — 11 12 13 14 15 fill 16 an I---------------------------------------H------------- -t -------------F-----------F------------F-------------------------H----F------------F-------------------------H-----F------------F-------------------------H---------------------------F ----------Schedule J (Form 990) 2013 JSA 3E1291 1.000 4133AN 649J V 13-6F PAGE 44 Page 3 Schedule J (Form 990) 2013 IThIIlI Supplemental Information Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1 a, 1 b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also corn lete this p art for an y additional information. SCHEDULE J, PART I, LINE 1A GEORGE W. BUSH FOUNDATION, IN CERTAIN REQUIRED EVENTS, PROVIDES TRAVEL FOR COMPANIONS. THE FOUNDATION BELIEVES THAT THE TRAVEL EXPENSE MEETS THE REQUIREMENTS UNDER TREAS. REG. SECTION 1.132-5(T) (1) . AND IRC SECTION 274(D) AND HAS ACCORDINGLY BEEN EXCLUDED AS A WORKING CONDITION FRINGE PURSUANT TO THESE SECTIONS. THE COMPANIONS ATTENDING THESE EVENTS DO SO AT THE REQUEST OF THE FOUNDATION TO ACT AS VOLUNTEERS AND GOODWILL AMBASSADORS FOR THE FOUNDATION. SCHEDULE J, PART I, LINE 7 ACCRUAL AND PAYMENT OF BONUSES IS BASED ON THE ACCOMPLISHMENT OF INDIVIDUAL AND ORGANIZATION-WIDE GOALS. BONUSES WERE PAID OUT DURING THE YEAR THAT CONSTITUTED NON-FIXED PAYMENTS AND ARE REPORTED ON SCHEDULE J PART II COL B(II) Schedule J (Form 990) 2013 JSA 3E1505 1.000 4133AN 649J V 13-6F PAGE 45 SCHEDULE M (Form 990) Department of the Treasury Internal Revenue Service Name of the organization OMB No. 1545-0047 Noncash Contributions Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30. Attach to Form 990. Information about Schedule M (Form 990) and Its instructions is at www.irs.gov1f0rm990. Employer identification 1 THE GEORGE W. BUSH FOUNDATION IIU Types of Property (a) Check if applicable 20-4119317 (b) Number of contributions or items contributed (c) Noncash contribution amounts reported on Form 990, Part VIII, line Ic 924,601. 17. I Art - Works of art ........... X 2 Art - Historical treasures ......._________ 3 Art - Fractional interests ......._________ 4 Books and publications ......._________ 5 Clothing and household goods .................________ 6 Cars and other vehicles .......________ 7 Boats and planes ...........________ 8 Intellectual property ........._________ X 359, 937. 20. 9 Securities - Publiclytraded . . . 10 Securities - Closely held stock. 11 Securities - Partnership, LLC, or trust interests ..........._________ 12 Securities - Miscellaneous ......________ 13 Qualified conservation contribution - Historic structures .............._________ 14 Qualified conservation contribution - Other ........._________ 15 Real estate - Residential ......._________ 16 Real estate - Commercial ......_________ 17 Real estate - Other ..........________ 24,057. 4. 18 Collectibles ..............X 19 Food inventory ............________ 20 Drugs and medical supplies 21 Taxidermy ..............________ 22 Historical artifacts .........._________ 23 Scientific specimens ........._________ 24 Archeological artifacts ........_________ 25 Other'( -j 26 Other -( 27 Other'( 28 Other -( 29 Number of Forms 8283 received by the organization during the tax year for contributions for which the organization completed Form 8283, Part IV, Donee Acknowledgement ......... (d) Method of determining noncash contribution amounts APPRAISAL FAIR MARKET VALUE FAIR MARKET VALUE 3. 291 I Yes I No 30 a During the year, did the organization receive by contribution any property reported in Part I, lines 1-28, that it must hold for at least three years from the date of the initial contribution, and which is not required to be used for exempt purposes for the entire holding period? X .............. 30a b If "Yes," describe the arrangement in Part II. Does the organization have a gift acceptance policy that requires the review of any non-standard 31 contributions? 31 1 X 32a Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash contributions? 32a X b If "Yes," describe in Part II. 33 If the organization did not report an amount in column (c) for a type of property for which column (a) is checked, describe in Part II. For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule M (Form 990) (2013) J5A 3E1298 1.000 4133AN 649J V 13-6F - PAGE 46 Schedule M (Form 990) (2013) Page 2 I1ThlI Supplemental Information. Complete this part to provide the information required by Part I, lines 30b, 32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information. PART I, LINE 32 THE FOUNDATION'S BROKERAGE FIRM IS AUTHORIZED TO SELL DONATED SECURITIES ON ITS BEHALF. Schedule M (Form 990) (2013) JSA 3E1508 1.000 4133AN 649J V 13-6F PAGE 47 SCHEDULE 0 Supplemental Information to Form 990 or 990-EZ (Form 990 or 990-EZ) I Department of the Treasury Internal Revenue Service Name of the organization OMB No. 1545-0047 ©13 Complete to provide information for responses to specific questions on Form 990 or 990-EZ or to provide any additional information. Attach to Form 990 or 990-EZ. THE GEORGE W. BUSH FOUNDATION Employer identification number 20-4119317 FORM 990, PART III, LINE 1 THE FOLLOWING ARE THE PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED: (I) TO ENDOW A PRESIDENTIAL ARCHIVAL DEPOSITORY, AS DEFINED BY SECTION 2101(1) OF TITLE 44 OF THE UNITED STATES CODE ANNOTATED, IN AN AMOUNT REQUIRED BY SUBSECTION (G) OF SECTION 2112 OF TITLE 44 OF THE UNITED STATES CODE ANNOTATED, TO HOUSE AND PRESERVE THE BOOKS, DOCUMENTS, PAPERS, PICTURES, PHOTOGRAPHS, AND OTHER MEMORABILIA OF PRESIDENT GEORGE W. BUSH, AS WELL AS OTHER OBJECTS OR MATERIALS RELATED TO THE PAPERS OR EVENTS OF THE OFFICIAL OR PERSONAL LIFE OF PRESIDENT BUSH THAT HAVE HISTORICAL OR COMMEMORATIVE VALUE, AND TO UNDERTAKE AND SUPPORT RESEARCH AND EDUCATIONAL ACTIVITIES ON POLICY AND HISTORICAL ISSUES RELATED TO THE LIFE AND WORK OF PRESIDENT BUSH. (II) TO MAINTAIN A FUND OR FUNDS OF REAL OR PERSONAL PROPERTY, OR BOTH, AND (SUBJECT TO THE RESTRICTIONS AND LIMITATIONS HEREINAFTER SET FORTH) TO EXPEND OR DISTRIBUTE THE WHOLE OR ANY PART OF THE INCOME OR PRINCIPAL THEREOF EXCLUSIVELY FOR THE PROMOTION OR OPERATION OF THE GEORGE W. BUSH PRESIDENTIAL LIBRARY AND MUSEUM AND THE GEORGE W. BUSH INSTITUTE. (III) TO PERFORM ANY OTHER RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY, OR EDUCATIONAL ACTIVITIES THAT PROMOTE SUCH LIBRARY AND MUSEUM OR INSTITUTE. THE CORPORATION PLEDGES ALL OF ITS ASSETS FOR USE IN PERFORMING THESE PURPOSES. SIGNIFICANT NEW PROGRAM SERVICES For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. .iSA 3E1227 1.000 4133AN 649J V 13-6F Schedule 0 (Form 990 or 990.EZ) (2013) PAGE 48 Schedule 0 (Form 990 or990-EZ) 2013 Name of the organization 2 Employer identification number THE GEORGE W. BUSH FOUNDATION FORM 990, PART III, LINE 2 THE GEORGE W. BUSH PRESIDENTIAL LIBRARY AND MUSEUM OPENED TO THE PUBLIC ON MAY 1, 2013. PROGRAM SERVICES ACTIVITY FORM 990, PART III, LINE 4A THE GEORGE W. BUSH PRESIDENTIAL CENTER (THE "BUSH CENTER") WAS DEDICATED TO THE AMERICAN PEOPLE ON APRIL 25, 2013 AND OPENED TO THE PUBLIC ON MAY 1, 2013. THE BUSH CENTER IS THE HOME OF THE GEORGE W. BUSH PRESIDENTIAL LIBRARY AND MUSEUM (THE "BUSH LIBRARY") AND ALSO THE HOME OF THE ACTIVITIES OF THE GEORGE W. BUSH INSTITUTE. THE DAY BEFORE THE DEDICATION OF THE BUSH CENTER, A JOINT USE AGREEMENT WITH THE NATIONAL ARCHIVES AND RECORDS ADMINISTRATION ("NARA") WAS SIGNED WHICH PROVIDED FOR NARA TO OPERATE THE BUSH LIBRARY. AS OF DECEMBER 31, 2013 APPROXIMATELY 320,000 PEOPLE HAD VISITED THE MUSEUM, INCLUDING A TEMPORARY EXHIBIT FOR THE HOLIDAYS FEATURING CHRISTMAS AT THE WHITE HOUSE 2001. PROGRAM SERVICES ACTIVITY FORM 990, PART III, LINE 4B THE GEORGE W. BUSH INSTITUTE IS WORKING TO INCREASE STUDENT ACHIEVEMENT AND ACCOUNTABILITY IN OUR NATION'S SCHOOLS AND HONOR OUR WOUNDED WARRIORS AND THEIR FAMILIES. THE INSTITUTE IS SPARKING A NATIONAL CONVERSATION ON ECONOMIC GROWTH, ENHANCING LEADERSHIP SKILLS OF WOMEN AROUND THE WORLD, AND SUPPORTING DEMOCRATIC DISSIDENTS TO ADVANCE HUMAN FREEDOM. THE INSTITUTE ALSO CONTINUES TO BE COMMITTED TO SAVING LIVES IN AFRICA. Schedule 0 (Form 990 or 990 .EZ) 2013 JSA 3E1228 1.000 4133AN 649J V 13-6F PAGE 49 Schedule 0 (Form 990 or990-EZ) 2013 Name of the organization 2 Employer identification number 'P14W (WCP(W T1 Pt114 WCr1T,1nz,mTrm1 FORM 990, PART VI, LINE 2 DR. R. GERALD TURNER IS THE PRESIDENT OF SOUTHERN METHODIST UNIVERSITY (SMU) AND ALSO AN EX OFFICIO TRUSTEE OF SMU. LAURA W. BUSH, RAY L. HUNT AND JEANNE L. PHILLIPS ALSO SERVE ON THE SMU BOARD OF TRUSTEES. JEANNE L. PHILLIPS IS A SENIOR EXECUTIVE OF HUNT CONSOLIDATED WHICH IS OWNED BY RAY L. HUNT AND HIS FAMILY. DR. R. GERALD TURNER IS THE TRUSTEE OF A TRUST BENEFITTING RAY L. HUNT'S FAMILY. HARRIET MIERS IS A MEMBER OF THE ADVISORY BOARD OF A TRUST THAT BENEFITS RAY L. HUNT'S FAMILY. LAURA W. BUSH IS THE SISTER—IN—LAW OF MARVIN P. BUSH. FORM 990, PART VI, LINE 11B THE ORGANIZATION HIRES AN INDEPENDENT ACCOUNTING FIRM TO PREPARE AND REVIEW THE ORGANIZATION'S FORM 990 BASED ON INFORMATION PROVIDED BY THE ORGANIZATION'S ACCOUNTING STAFF. A COPY OF THE FORM 990 IS PROVIDED TO THE ORGANIZATION'S PRESIDENT, SECRETARY, CHIEF FINANCIAL OFFICER, AND LEGAL COUNSEL FOR INITIAL REVIEW. A COPY OF THE FORM 990 IS THEN PROVIDED TO ALL BOARD MEMBERS FOR A FINAL REVIEW PRIOR TO BEING FILED WITH THE INTERNAL REVENUE SERVICE AND CERTAIN STATE REPORTING AGENCIES. FORM 990, PART VI, LINE 12C IN ACCORDANCE WITH THE ORGANIZATION'S CONFLICT OF INTEREST POLICY, EACH DIRECTOR, PRINCIPAL OFFICER, AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS ANNUALLY SIGNS A STATEMENT WHICH AFFIRMS THAT SUCH PERSON HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, HAS READ AND UNDERSTANDS THE POLICY, HAS AGREED TO COMPLY WITH THE POLICY, AND UNDERSTANDS THE ORGANIZATION IS CHARITABLE AND IN ORDER TO MAINTAIN ITS Schedule 0 (Form 990 or 990.EZ) 2013 JSA 3E1228 1.000 4133AN 649J V 13-6F PAGE 50 Schedule 0 (Form 990 or990-EZ) 2013 Name of the organization 2 Employer identification number THE GEORGE W. BUSH FOUNDATION FEDERAL TAX EXEMPTION MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX—EXEMPT PURPOSES. IF THE GOVERNING BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE GOVERNING BOARD OR COMMITTEE DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. FORM 990, PART VI, LINE iSA & B THE COMPENSATION FOR THE PRESIDENT IS APPROVED BY THE BOARD OF DIRECTORS. NATIONAL SEARCH FIRMS ARE INVOLVED IN THE RECRUITING OF TOP MANAGEMENT, AND THEY PROVIDE COMPARABILITY DATA PRIOR TO OFFERS BEING EXTENDED TO POTENTIAL CANDIDATES. THE COMPENSATION OF THE OTHER KEY EMPLOYEES IS DETERMINED BY THE PRESIDENT OF THE FOUNDATION. IN ADDITION A SALARY SURVEY WAS COMPLETED IN 2013 BY AN EXTERNAL COMPENSATION CONSULTANT TO ESTABLISH SALARY RANGES FOR EACH POSITION IN THE ORGANIZATION BASED ON COMPARABLE POSITIONS AT COMPARABLE ORGANIZATIONS. FORM 990, PART VI, LINE 19 THE ORGANIZATION, AT THE PRESENT TIME, COMPLIES WITH VARIOUS STATE CHARITABLE ORGANIZATION REPORTING REQUIREMENTS BY PROVIDING, WHEN REQUIRED, A COPY OF THE ANNUAL AUDITED FINANCIAL STATEMENTS, GOVERNING DOCUMENTS AND THE FORM 990. THE STATES MAKE THE FILED INFORMATION Schedule 0 (Form 990 or 990 .EZ) 2013 JSA 3E1228 1.000 4133AN 649J V 13-6F PAGE 51 Schedule 0 (Form 990 or 990-EZ) 2013 Name of the organization 2 Employer identification number THE GEORGE W. BUSH FOUNDATION AVAILABLE TO THE PUBLIC. THE AUDITED FINANCIAL STATEMENTS AND FORM 990 ARE ALSO POSTED ON THE ORGANIZATION'S WEBSITE. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS NOT MADE AVAILABLE FOR PUBLIC INSPECTION. ATTACHMENT 1 FORM 990, PART VI, LINE 17 - STATES AL , AK, AZ , AR , CA , CO, CT, DE FL,GA,HI,IL,KS,KY,LA,ME,MD,MA,MI, MN,MS,MO,NH,NJ,NM,NY,NC,ND,OH2OK,OR,PA, RI,SC,TN,UT,VA,WA,WV,WI, ATTACHMENT 2 990, PART VII— COMPENSATION OF THE FIVE HIGHEST PAID IND. CONTRACTORS NAME AND ADDRESS DESCRIPTION OF SERVICES COMPENSATION MCPER - UT AUSTIN 1912 SPEEDWAY D4900 AUSTIN, TX 78712 PROGRAM DESIGN FRONTIER INTERNATIONAL GROUP 1526 CLASSEN DRIVE OKLAHOMA CITY, OK 73106 EVENT PRODUCTION 562,491. ROBERT A. M. STERN ARCHITECTS 460 WEST 34TH STREET NEW YORK, NY 10001 ARCHITECTURAL DESIGN 520;245. THE PRD GROUP LTD. 14555 AVION PARKWAY, STE. 175 CHANTILLY, VA 20151 MUSEUM DESIGN 508,236. SWOON 3030 BRYAN ST., STE. 210 DALLAS, TX 75204 COLLATERAL DESIGN 493,404. 1,000,000. Schedule 0 (Form 990 or 990.EZ) 2013 JSA 3E1228 1.000 4133AN 649J V 13-6F PAGE 52 IRS e-file Signature Authorization for an Exempt Organization Form 8879EO Department of the Treasury Internal Revenue service Name of exempt organi OMB No, 1545-1878 For calendar year 2Ol3, or fiscal year beginning --------,2013, and ending -------20_... Do not send to the IRS. Keep for your records. Information about Form 8879.EO and Its Instructions Is at vwrw.1rs.gov1form8879eo. Employer Identification number ©13 ')Ct_Al 1 Q'1 '7 Name and title of officer JEFFREY R. GUY, CHIEF FINANCIAL OFFICER of Return and Return Information (Whole Dollars Only) IflII Type Check the box for the return for which you are using this Form 8879-EQ and enter the applicable amount, if any, from the return. If you check the box on line Ia, 2a, 3a, 4a, or 5a, below, and the amount on that line for the return being filed with this form was blank, then leave line Ib, 2b, 3b, 4b, or 5b, whichever is applicable, blank (do not enter -0-). But, if you entered -0- on the return, then enter -0on the applicable line below. Do not complete more than 1 line in Part I. la Form 990 check here 2a Form 990-EZ check here lb b Total revenue, if any (Form 990, Part VIII, column (A), line 12) b Total revenue, if any (Form 990-EZ, line 9)2b 3a Form I 120-PaL check here ' 3b b Total tax (Form 11 20-POL, line 22) 4a Form 990-PF check here b Tax based on investment Income (Form 990-PF, Part VI, line 5) 4b 5a Form 8868 check here 9b Balance Due (Form 8868, Part I, line 3c or Part II, line 8c)Sb 39344426. lo. I11IlI Declaration and Signature Authorization of Officer Under penalties of perjury, I declare that I am an officer of the above organization and that I have examined a copy of the organization's 2013 electronic return and accompanying schedules and statements and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that the amount in Part I above is the amount shown on the copy of the organization's electronic return. I consent to allow my intermediate service provider, transmitter, or electronic return originator (ERO) to send the organization's return to the IRS and to receive from the IRS (a) an acknowledgement of receipt or reason for rejection of the transmission, (b) the reason for any delay in processing the return or refund, and (c) the date of any refund. If applicable, I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution account indicated in the tax preparation software for payment of the organization's federal taxes owed on this return, and the financial institution to debit the entry to this account. To revoke a payment, I must contact the U.S. Treasury Financial Agent at 1-888-353-4537 no later than 2 business days prior to the payment (settlement) date. I also authorize the financial institutions Involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment. I have selected a personal identification number (PIN) as my signature for the organization's electronic return and, if applicable, the organization's consent to electronic funds withdrawal. Officer's PIN: check one box only I authorize GRANT THORNTON LLP 4 2 8 2 2 to enter my PIN ERO firm name as my signature Enter five numbers, but do not enter all zeros on the organization's tax year 2013 electronically filed return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I also authorize the aforementioned ERO to enter my PIN on the return's disclosure consent screen. 11 As an officer of the organization, I will enter my PIN as my signature on the organization's tax year 2013 electronically flied return. If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/Statepjogram, I will enf my PIN on the return's disclosure consent screen. Officer's Date ERO's EFIN/PIN. Enter your six-digit'electronic filing identification number (EFIN) followed by your five-digit self-selected PIN. 171512131311131616 do not enter all zeros I certify that the above numeric entry is my PIN, which is my signature on the 2013 electronically filed return for the organization Indicated above. I confirm that I am submitting this return in accordance with the requirements of Pub. 4163, Modernized e-File (MeF) Information for Authorized IRS e-file Providers for Business Returns. ERagnature Date 08/05/2014 ERO Must Retain This Form - See Instructions Do Not Submit This Form To the IRS Unless Requested To Do So For Paperwork Reduction Act Notice, see back of form. Form 8879-EO (2013) JSA 3E1876 1.000 4133AN 649J V 13-5,5T PAGE 2 Fom Application for Extension of Time To File an Exempt Organization Return 8868 (Rev. January 2014) OMB No. 1545-1709 File a separate application for each return. Department of the Treasury Information about Form 8868 and its instructions is at www.irs.gov1form8868. Internal Revenue Service .. • If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box 3-Month Extension, complete only Part II (on page 2 of this form). • If you are filing for an Additional (Not Automatic) Do not complete Partllunless you have already been granted an automatic 3-month extension on a previously filed Form 8868. Electronic filing (c-file). You can electronically file Form 8868 if you need a 3-month automatic extension of time to file (6 months for a corporation required to file Form 990-T), or an additional (not automatic) 3-month extension of time. You can electronically file Form 8868 to request an extension of time to file any of the forms listed in Part I or Part II with the exception of Form 8870, Information Return for Transfers Associated With Certain Personal Benefit Contracts, which must be sent to the IRS in paper format (see instructions). For more details on the electronic filing of this form, visit www.irs.gov/e file and click on e-file for Charities & Nonprofits. I1ThI Automatic 3-Month Extension of Time. Only submit original (no copies needed). A corporation required to file Form 990-T and requesting an automatic 6-month extension - check this box and complete ............ ... ....... . Part lonly LII All other corporations (including 1120-C filers), partnerships, REM/Cs, and trusts must use Form 7004 to request an extension of time Enter filers identifying number, see Instructions to file income tax returns. Name of exempt organization or other filer, see instructions. I Employer identification number (EIN) or Type or print THE GEORGE W. BUSH FOUNDATION, 20-4119317 File by the Number, street, and room or suite no. If a P.O. box, see instructions. Social security number (SSN) due date for 2943 SMU BOULEVARD filing your return. See City, town or post office, state, and ZIP code. For a foreign address, see instructions. DALLAS, TX 75205 Enter the Return code for the return that this application is for (file a separate application for each return) ............ Application Is For Form 990 or Form 990-EZ Form 990-BL Form 4720 (individual) Form 990-PF Form 990-T (sec. 401(a) or 408(a) trust) Form 990-T (trust other than above) . The books are in the care of Return Application Is For Code Form 990-T (corporatic 01 02 Form 1041-A 03 Form 4720 (other than Form 5227 04 05 Form 6069 lForm 8870 06 Return Code 07 08 09 10 11 12 LAURIE MARTIN Telephone No. ' 214 200-4300 FAX No. • If the organization does not have an office or place of business in the United States, check this box • If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN)______ . If this is . If it is for part of the group, check this box for the whole group, check this box Li and attach a list with the names and EINs of all members the extension is for. I I request an automatic 3-month (6 months for a corporation required to file Form 990-T) extension of time -08/15, 2014 , to file the exempt organization return for the organization named above. The extension is until for the organization's return for: X calendaryear2ol3or tax year beginning, 20 - -, and ending, 20 - -. If the tax year entered in line I is for less than 12 months, check reason: El Initial return LII Final return LIII Change in accounting period 3a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits. See instructions. 0 b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit. C Balance due. Subtract line 3b from line 3a. Include your payment with this form, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions. Caution. If you are going to make an electronic funds withdrawal (direct debit) with this Form 8868, see Form 8453-EQ and Form 8879-EQ for payment instructions. Form 8868 (Rev. 1-2014) For Privacy Act and Paperwork Reduction Act Notice, see instructions. 2 JSA 31`8054 2.000 4133AN 649J V 13-4.7F PAGE 2 Financial Statements and Report of Independent Certified Public Accountants The George W. Bush Foundation December 31, 2013 and 2012 The George W. Bush Foundation Years Ended December 31, 2013 and 2012 TABLE OF CONTENTS Report of Independent Certified Public Accountants..................................................................................................2 Audited Financial Statements: Statementsof Financial Position...............................................................................................................................3 Statementsof Activities..............................................................................................................................................4 Statementsof Cash Flows..........................................................................................................................................5 Notes to Financial Statements...................................................................................................................................6 GrantThornton Report of Independent Certified Public Accountants Grant Thornton LLP 1717 Main Street, Suite 1500 Dallas, 1)( 75201-4667 1214.561.2300 F 214.561.2370 Board of Directors The George W. Bush Foundation GrantThornton.com linkd.in/GräntlhorntonlJS twitter.com/GrantmorntonUS We have audited the accompanying financial statements of The George W. Bush Foundation (the "Foundation"), which comprise the statements of financial position as of December 31, 2013 and 2012, and the related statements of activities, and cash flows for the years then ended, and the related notes to the financial statements. Management's responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of flnancialstatemcnts that are free from material misstatement, whether due to fraud or error. Auditor's responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Foundation's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Foundation's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The George W. Bush Foundation as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. G-ir T-4 (-L Dallas, Texas April 9, 2014 Grant Thornton tiP U.S. member firm of Grant Thornton International Ltd The George W. Bush Foundation STATEMENTS OF FINANCIAL POSITION December 31, 2013 2012 Cash and cash equivalents Investments, at fair value Contributions receivable, net Other receivables Prepaid expenses Property and equipment, net Other asset, net $ 48,697,546 14,155,103 62,707,953 767,207 79,923 230,758,535 33.563.667 $ 47,974,554 14,626,940 107,334,047 42,848 38,219 219,823,843 33.699.667 Total assets $390.729934 $423,540,118 $ 5,730,289 - $ 9,205,901 8.167.405 5.730.289 17.373.306 289,580,879 95.418.766 275,402,754 130.764.058 384.999.645 406.166.812 $390.729.934 $423,540,118 ASSETS LIABILITIES AND NET ASSETS Liabilities: Accounts payable and accrued expenses Construction retainage payable Total liabilities Net assets: Unrestricted Temporarily restricted Total net assets Total liabilities and net assets The accompanying notes are an integral part of these financial statements. 3 The George W. Bush Foundation STATEMENTS OF ACTIVITIES For the year ended December 31, Changes in unrestricted net assets: • Support and revenue: Contributions, net In-kind revenue Presidential Center income from operations Interest and dividends Net realized and unrealized gains (losses) on investments Other income Net assets released from restrictions 2012 $ 10,873,735 1,314,516 2,380,985 188,126 (123,897) 19,236 60.325.285 $ 42,944,150 427,205 515,822 716,545 83,391 61.792.769 74,977,986 106,479,882 Expenses: Program services Fundraising Management and general 50,778,032 6,565,597 3.456.232 30,165,342 8,761,259 2.424.135 Total expenses 60.799.861 41.350.736 Increase in unrestricted net assets 14,178,125 65,129,146 26,981,480 (2,001,487) (60.325.285) 45,629,938 (1,375,407) 61.792.769) (35.345.292) (17.538.238) Change in net assets (21,167,167) 47,590,908 Net assets at beginning of year 406.166.812 358.575.904 $384,999,645 $406i66.812 Net unrestricted support and revenue Changes in temporarily restricted net assets: Contributions, net Uncollectible pledges written off Net assets released from restrictions Decrease in temporarily restricted net assets • 2013 Net assets at end of year The accompanying notes are an integral part of these financial statements. 4 The George W. Bush Foundation STATEMENTS OF CASH FLOWS For the year ended December 31, 2013 Cash flows from operating activities: Change in net assets Adjustments to reconcile change in net assets to net cash provided by operating activities: Deprçciation and amortization Net realized and unrealized (gains) losses on investments Change in unamortized discount on contributions receivable Provision for uncollectible pledges Amortization of value of ground lease Contributed stock Changes in operating assets and liabilities: Contributions receivable Other receivables Prepaid expenses Accounts payable and accrued expenses Construction retainage payable Net cash provided by operating activities Cash flows from investing activities: Purchases of investments Proceeds from sales of investments Purchases of property and equipment Construction in progress Net cash used in investing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 2012 $ (21,167,167)' $ 47,590,908 7,114,675 123,897 (64,299) 1,957,960 136,000 (6,814,931) 194,815 (716,545) (814,614) 136,000 (11,362,578) 42,732,433 (724,359) (41,704) (3,475,612) (8.167.405) 10,867,469 2,573 14,546 (5,459,035) 2.453.799 11,609,488 42,907,338 -' 7,162,871 (18,049,367) - (245,000) 50,782,351 (134,273) (107.613,797) (10.886.496) (57,210.719 722,992 (14,303,381) 47.974.554 62.277,935 $ 48.697,546 $_47,974,554 The accompanying notes are an integral part of these financial statements. 5 The George W. Bush Foundation NOTES TO FINANCIAL STATEMENTS December 31, 2013 and 2012 NOTE A - NATURE OF OPERATIONS The George W. Bush Foundation (the "Foundation") is a 501(c)(3) not-for-profit organization. The Foundation was incorporated January 17, 2006 to endow a presidential archive depository (the George W. Bush Presidential Library and Museum - the "Library") to house and preserve the documents, papers and other memorabilia of President George W. Bush and to promote and operate the George W. Bush Institute (the "Institute") which supports research and educational activities on policy issues. The Institute has developed programs in the following areas: economic growth, education reform, global health, human freedom, military service initiative and women's initiative. The Library and Institute are housed in the George W. Bush Presidential Center (the "Center") which was dedicated on April 25, 2013 and opened to the public on May 1, 2013. NOTE B - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Net assets and revenues, expenses, gains and losses are classified based on the existence or absence of donorimposed restrictions. Accordingly, net assets and changes therein are classified as follows: Permanently Restricted Net Assets - Net assets subject to donor-imposed stipulations that they be maintained permanently by the Foundation. The Foundation did not have any permanently restricted net assets as of December 31, 2013 and 2012. Temporarily Restricted Net Assets - Net assets subject to donor-imposed stipulations that may or will be met by actions of the Foundation and/or the passage of time. Unrestricted Net Assets - Net assets not subject to donor-imposed stipulations. Revenues are reported as increases in unrestricted net assets unless use of the related assets is limited by donor-imposed restrictions. Expenses are reported as decreases in unrestricted net assets. Gains and losses on investments and other assets or liabilities are reported as increases or decreases in unrestricted net assets unless their use is restricted by explicit donor stipulation or by law. Expirations of temporarily restricted net assets (i.e., the donor-stipulated purpose has been fulfilled and/or the stipulated time period has elapsed) are reported as reclassifications between the applicable classes of net assets. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The George W. Bush Foundation NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 2013 and 2012 NOTE B - SIGNIFICANT ACCOUNTING POLICIES - Continued Cash and Cash Equivalents For purposes of the statement of cash flows, cash consists of cash on hand or in demand deposit accounts. Cash equivalents are short-term, interest bearing instruments with maturity dates of 90 days or less at the time of purchase. The Foundation places its cash and cash equivalents with high quality financial institutions, which at times may exceed federally insured limits. The Foundation has not experienced any losses on such accounts. As of December 31, 2013, the Foundation's cash account balances exceeded federally insured limits by approximately $48.2 million. Contributions Contributions, including unconditional promises to give, are recognized as revenues in the period received. Conditional promises to give are not recognized until they become unconditional, that is, at the time when the conditions on which they depend are substantially met. Contributions of assets other than cash are recorded at their estimated fair value. Contributions are recorded as temporarily restricted support if they are received with donor stipulations that limit the use of the donated assets. When expenditures are made which meet the donor specified purpose or upon expiration of time, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statements of activities and changes in net assets as net assets released from restrictions. Contributions received with donor imposed restrictions that are met in the same year as received are reported as unrestricted support. Presidential Center Income from Operations Income from operations includes a portion of proceeds from the sale of tickets to the museum, proceeds from the operation of a parking lot for the convenience of museum guests, and rental fees from the rental of facilities by outside groups. In addition, the Foundation has entered into contracts with several vendors to provide services in the Presidential Center. The Foundation receives a portion of the gross revenue generated by catering and restaurant operations, the operation of the retail shop, and the purchase of photographs taken in the Oval Office in the museum. Contributions Receivable, net Contributions receivable are recorded based on the amount pledged by donors. Pledges that are expected to be collected within one year are recorded at net realizable value. Pledges that are expected to be collected in future years are recorded at the present value of the estimated future cash flows. The discounts are computed using risk-free interest rates applicable to the years in which the pledges are made. Amortization of the discounts is included in contributions in accordance with donor-imposed restrictions, if any, on the contributions. The George W. Bush Foundation NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 2013 and 2012 NOTE B - SIGNIFICANT ACCOUNTING POLICIES - Continued The Foundation provides an allowance for uncollectible contributions receivable, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Provisions for losses, if any, are charged to change in net assets and credited to the allowance. Delinquent contributions receivable are written off based on the specific circumstances of the donor making the pledge. Investments All investments with readily determinable fair values are recorded at fair value based on quoted market prices. Under this method of accounting, fair value fluctuations are recorded in the period in which they occur by adjusting the carrying value of such investments and recognizing a net unrealized gain or loss. Realized gains and losses are recognized in the period in which they are incurred and are included in the statements of activities as increases or decreases in unrestricted net assets unless their use is temporarily restricted by explicit donor stipulations or law. Dividends, interest and other investment income are recorded as an increase in unrestricted net assets unless their use is restricted by donors. Donated investments are recorded at fair value at the date of receipt. Property and Equipment. net Property and equipment, net are recorded at cost at the date of acquisition. Donated property and equipment are recorded at fair value at the date of the gift. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, ranging from 3 to 39 years, (3 to 5 years for equipment, 7 years for furniture and fixtures, 15 years for land improvements and leasehold improvements, and 39 years for buildings). Construction in progress at December 31, 2012 represented costs associated with the construction of the Center including architecture, landscape design, and exhibit design fees. The Center was placed in service in 2013, and the accumulated costs of building and segregated component units are being depreciated over their estimated useful lives. Income Taxes The Foundation is exempt from federal income taxes under Section 501(a) of the Internal Revenue Code (IRC) of 1986, as amended, as an organization described in Section 501(c)(3) of the IRC, as evidenced by the Foundation's confirmation letter dated March 2006. The Foundation has been classified as an organization that is not a private foundation under IRC Sections 509(a) (1), and as such, contributions to the Foundation qualify for deduction as charitable contributions. However, income generated from activities unrelated to the Foundation's exempt purpose is subject to tax under IRC Section 511. The Foundation did not have any unrelated business income tax liability or expense for the year ended December 31, 2012. As of December 31, 2013, unrelated business income tax liability and expense were immaterial to the financial statements. The George W. Bush Foundation NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 2013 and 2012 NOTE B - SIGNIFICANT ACCOUNTING POLICIES - Continued The Foundation follows guidance that established criterion that an individual tax position must meet for some or all of the benefits of that position to be recognized in an entity's financial statements. This standard provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if the position is "more-likely-than-not" to be sustained if the position were to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. No tax accrual for uncertain tax positions was recorded as management believes there are no uncertain tax positions for the Foundation. The Foundation has concluded that it does not have any unrecognized tax benefits resulting from current or prior period tax positions. The Foundation does not have any outstanding interest or penalties, and none have been recorded in the statement of activities for the years ended December 31, 2013 and 2012. The tax years ending December 31, 2010, 2011, 2012 and 2013 are still open to audit for both federal and state purposes. Functional Allocation of Expenses The costs of providing programs have been summarized on a functional basis in the statements of activities. Accordingly, certain expenses have been allocated among the programs and supporting services benefited. NOTE C - CONTRIBUTIONS RECEIVABLE Contributions receivable, net at December 31 consist of the following: Contributions receivable expected to be received in: Less than one year One to five years After five years Less: Allowance for uncollectible contributions Unamortized discount Total contributions receivable, net 2013 2012 $ 29,394,988 32,762,483 3.107.875 65,265,345 $54,561,172 50,915,356 2.521.250 107,997,778 (1,957,960) (599.432) (663.731) $_62.707953 $107.334.047 Contributions receivable at December 31, 2013 and 2012, were discounted using rates ranging from 0.12% to 4.00%. The George W. Bush Foundation NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 2013 and 2012 NOTE D - FAIR VALUE MEASUREMENTS Accounting Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures," establishes a fair value hierarchy that distinguishes between assumptions based on observable and unobservable inputs. Determining where an asset or liability falls within that hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. An adjustment to the pricing method used within either level 1 or level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The hierarchy consists of three broad levels as follows: Level 1 - Quoted prices for identical instruments in active markets Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets Level 3 - Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable The determination of where an asset or liability falls in the hierarchy requires significant judgment. The Foundation evaluates its hierarchy disclosures periodically and based on various factors, it is possible that an asset or liability may be classified differently from period to period. However, the Foundation expects that changes in classification between different levels will be rare. The following table summarizes the valuation of assets measured at fair value on a recurring basis in the statement of financial position at December 31, 2013. Level 3 Level I Level 2 Total Fixed income mutual funds Domestic equity securities $14,101,494 53.609 $14,101,494 53.609 $14J55iO3 $14i55,103 $ - $____ The following table summarizes the valuation of assets measured at fair value on a recurring basis in the statement of financial position at December 31, 2012. Fixed income mutual funds Domestic equity securities Total Level1 $14,230,985 395.955 $14,230,985 395.955 $14.626.940 $14,626,940 10 Level2 Level3 The George W. Bush Foundation NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 2013 and 2012 NOTE E - PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2013 and 2012 consist of the following: 2013 Buildings Land improvements Furniture, fixtures and equipment Leasehold improvements Construction in progress Less: accumulated depreciation and amortization Property and equipment, net 2012 $148,709,468 $ 29,946,909 1,051,046 59,094,897 438,135 471,083 - 218.859.575 238,222,357 220,348,756 (7.463.822) (524.913) $230,758,535 $219,823,843 NOTE F - GROUND LEASE In October 2010, the Foundation entered into a ground lease agreement with SMU Corp for the use of approximately 23 acres of land on which to build the Center. The initial term of the lease is 100 years, and there are six renewal options of 25 years each. The rent for the initial term was $1,000, and the same rent will be due for each renewal term. As the Foundation received this unconditional promise to use the land and SMU Corp retains legal title to the land, a contribution has been recorded as temporarily restricted contribution revenue. The fair value of the land at October 15, 2010, was $34,000,000, and it is being amortized ($136,000 in 2013 and 2012) over the expected term of the lease of 250 years. The amortization is included in net assets released from restrictions and as part of management and general expense. The fair value of the land, net of accumulated amortization, is classified as other asset, net, in the accompanying statements of financial position. NOTE G - SMU ENDOWMENT In February 2008, the Foundation entered into a fundraising agreement with SMU. The agreement provides for the establishment of an endowment at SMU for the purpose of underwriting SMU's share of the cost of joint programs conducted with the Foundation. The SMU endowment is funded by the Foundation when contributions received by the Foundation net of fundraising expenses exceed $200,000,000 up to $500,000,000. Fifteen percent of the excess is being distributed to SMU on a quarterly basis. When fully funded, the SMU endowment is expected to be $45,000,000. 11 The George W. Bush Foundation NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 2013 and 2012 NOTE G - SMU ENDOWMENT - Continued As of December 31, 2013 and 2012, $3,464,254 and $3,392,693, respectively, was due to SMU related to this endowment and is included in accounts payable and accrued expenses in the accompanying statements of financial position. Program services expense for the years ended December 31, 2013 and 2012, includes $11,026,333 and $13,239,129, respectively, for the SMU endowment. NOTE H - AGREEMENT WITH THE NATIONAL ARCHIVES AND RECORDS ADMINISTRATION In April 2013, the Foundation entered into a joint use agreement with the National Archives and Records Administration ("NARA"). The term of the joint use agreement began on the date of execution and is coterminous with the ground lease agreement with SMU Corp discussed in Note F. Under the joint use agreement, NARA agrees to operate certain areas of the Center to house, preserve and make available the presidential records and historical materials of President George W. Bush using archival research facilities, exhibitions, educational and public programs, and other activities. The agreement required the Foundation to establish an endowment with NARA for the maintenance of the facility and equipment operated by NARA. Program services expense for the year ended December 31, 2013 includes $9,763,192 for the transfer of funds establishing the NARA endowment. The agreement also specifies certain items that are paid by NARA to the Foundation. NARA remits to the Foundation a portion of the proceeds of museum ticket sales as well as parking fees NARA collects from museum visitors on behalf of the Foundation. NARA also reimburses the Foundation for the portion of the cost of utilities attributable to NARA. As of December 31, 2013, $589,135 was due from NARA, and it is included in other receivables in the accompanying statements of financial position. NOTE I - COMMITMENTS AND CONTINGENCIES In May 2008, the Foundation entered into a five year lease agreement with SMU for the use of approximately 3,000 square feet of office space during the Center's construction phase. In September 2009 the office space was expanded to approximately 4,500 square feet. In 2013, the Foundation vacated the office space. The Foundation did not pay any base rental amount but was responsible for parking fees and its share of common area maintenance expenses in accordance with the agreement. In 2009 through 2012, the Foundation entered into lease agreements for additional office space and various equipment leases with terms ranging from one to ten years. 12 The George W. Bush Foundation NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 2013 and 2012 NOTE I - COMMITMENTS AND CONTINGENCIES - Continued Rent expense for the years ended December 31, 2013 and 2012, was $449,516 and $508,630, respectively. Minimum future payments under these agreements as of December 31, 2013, are as follows: 2014 2015 2016 2017 2018 Thereafter 245,112 243,549 207,444 212,389 188,474 448.298 $1.545.266 NOTE J - SUBSEQUENT EVENTS The Foundation has evaluated subsequent events through April 9, 2014, the date the financial statements were available to be issued. Through this date, the Foundation is not aware of any subsequent events that would require recognition or disclosure in these financial statements. 13 COPY OF WITHFN PAPER RECENED SEP 0 3 2014 NYS OFFICE OF THE ATTORNEY GENERAL CHARITIES BUREAU