EXTENSION Return of, Private Foundation OMAGI 052 Form 990-PF or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation Department of the Treasury 2011 Note . The foundation may be able to use a copy of this return to satisfy state reporting requirements For calendar year 2011 or tax year beginning 11/1/2011 , and ending 10/31/2012 Name of foundation A Employer Identification number Lowell Milken Family Foundation 95-4078354 Number and street (or P 0 box number if mail is not delivered to street address) Room/suite B Telephone number (see instructions) 1250 Fourth St. 3rd Floor (310) 570-4800 City or town, state, and ZIP code q C If exemption application is pending, check here ► Santa Monica CA 90401-1304 q q q G Check all that apply: Initial return Initial return of a former public charity D 1. Foreign organizations, check here ► q q Final return Amended return 2. Foreign organizations meeting the 85% test, q q Address change q Name change check here and attach computation ► H Check of organization: Section exempt private foundation type 501 (c)(3) E If private foundation status was terminated q q q Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation under section 507(b)(1)(A), check here ► I Fair market value of all assets at end J Accounting method: Cash q Accrual F If the foundation is in a 60-month termination q of year (from Part 11, col (c), q Other (specify) ------under section 507(b)(1)(B), check here ► line 16) ► $ 63 046,972 Part 1, column (d) must be on cash basis Analysis of Revenue and Expenses (The total of(a) Revenue and (d) Disbursements (b) Net investment (c) Adjusted net for chartable amounts in columns (b), (c), and (d) may not necessarily equal expenses per income income purposes the amounts in column (a) (see instructions)) books (cash basis only) I Contributions, gifts, grants, etc , received (attach schedul St 8 3,285,500 e7 2 Check if the foundation is not required to attach Sch B 3 Interest on savings and temporary cash investments 1 ,452 1 ,452 4 Dividends and interest from securities 507 , 309 507,309 da. 5 a Gross rents 0 cam: b Net rental income or (loss) 0 Net gain or (loss) from sale of assets not on line 10 1 •, is 6 a 192 , 743 4) b G sales price for all assets on line 6a 5,173 983 > F314 7 apical t income (from Part IV, line 2) 1 , 211,442 8 et sho t in 0 9 me daZ 11 Investments-land, buildings, and equipment basis ► Less accumulated depreciation (attach schedule) ► ------0 0 0 0 12 Investments-mortgage loans 13 Investments-other (attach schedule) St 7 42,560 884 42,526,411 51,226,346 14 Land, buildings, and equipment basis ► 28.500 Less accumulated depreciation (attach schedule) 10------6,107 26 ,464 22 , 393 22 , 393 15 Other assets (describe ) 0 0 0 ► ------16 Total assets (to be completed by all filers-see the instructions Also, see page 1, item I) 49 , 580 , 0 9 50 , 597 , 093 63 , 046 , 972 17 Accounts payable and accrued expenses . 21 ,440 29 ,457 18 Grants payable R 19 Deferred revenue 20 Loans from officers, directors, trustees, and other disqualified persons 0 0 A 21 Mortgages and other notes payable (attach schedule) 0 0 J 22 Other liabilities (describe ► ) 0 0 23 Total liabilities (add lines 17 through 22) - 21 , 440 29 , 457 N Foundations that follow SFAS 117, check here ► L and complete lines 24 through 26 and lines 30 and 31. to 24 Unrestricted - m 25 Temporarily restricted 26 Permanently restricted Foundations that do not follow SFAS 117, check here ► ^X and complete lines 27 through 31. o 27 Capital stock, trust principal, or current funds . . 49 , 558 , 589 50 , 567 , 636 28 Paid-in or capital surplus, or land, bldg , and equipment fund 29 Retained earnings, accumulated income, endowment, or other funds Q 30 Total net assets or fund balances (see instructions) 49 , 558 , 589 50,567,636 Z 31 Total liabilities and net assets/fund balances (see instructions) . 49 , 580 , 029 50 , 597 , 093 1 Anal sis of Changes in Net Assets or Fund Balances I Total net assets or fund balances at beginning of year-Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 1 49 , 558 , 589 2 Enter amount from Part I, line 27a . . 2 2 , 186 , 107 3 Other increases not included in line 2 (itemize) Stmt 19 ► ------3 2 108 057 4 Add lines 1, 2, and 3 - 4 53 852,753 5 Decreases not included in line 2 (itemize) Stmt 17 ► ------5 3 , 285 , 117 6 Total net assets or fund balances at end of year (line 4 minus line 5)-Part II, column (b), line 30 6 50 , 567 , 636 Form 990-PF (2011) Form 990-PF (2011) Lowell Milken Famil y Foundation 95-4078354 Page 3 Capital Gains and Losses for Tax on Investment Income (b) How acquired (a)() List and describe the kinds() of property sold (a g ,real estate , (c) Date acquired (d) Date sold p-purchase 2-story bock warehouse, or common stock, 200 shs MLC Co) (mo, day, yr) (mo, day, yr) D-Donaas la Stmt 12 b c d e (f) Depreciation allowed (g) Cost or other basis (h) Gain or (loss) (e) Gross sales price (or allowable) plus expense of sale (e) plus (f) minus (g) a 5 , 104 , 834 0 3 , 893 , 392 1,211,442 b 0 0 0 0 c 0 0 0 0 d 0 0 0 0 e 0 0 0 0 Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (1) Gains (Col (h) gain minus Adjusted basis (k) Excess of col (i) col (k), but not less than -0-) or (i) F M V as of 12/31/69 (1) as of 12/31/69 over col q), if any Losses (from col (h)) a 0 0 0 1,211 442 b 0 0 0 0 c 0 0 0 0 d 0 0 0 0 e 0 0 0 0 If gain, also enter in Part I, line 7 1 2 Capital gain net income or (net capital loss) If (loss), enter -0- in Part I, line 7 J 2 1 , 211,442 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6). If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...... 3 0 Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.) If section 4940(d)(2) applies , leave this part blank. Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period ? q Yes q No If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part. I Enter the appropriate amount in each column for each year; see the instructions before making any entries. Base years Distributionti ratio period Adjusted qualifying distributions Net value of ntable- use assets Calendar year (or tax year beg inning noncha col ( b) divided by col (c)) 2010 2 , 623 , 874 60 , 728 , 353 0 043207 2009 3 , 271 , 278 58 , 359 , 367 0056054 2008 3 , 093 , 677 . 54 , 267 , 284 0 057008 2007 2 ,673 , 855 1 65 , 049 , 715 0041105 2006 3 , 535 , 875 1 69 , 688 , 071 0.050739 2 Total of line 1, column (d) ...... 2 0.248113 3 Average distribution ratio for the 5-year base period-divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years . . . . 3 0.049623 4 Enter the net value of noncharltable- use assets for 2011 from Part X , line 5 4 61 ,413 ,687 5 Multiply line 4 by line 3 ...... 5 3 , 047 , 531 6 Enter 1 % of net investment income (1 % of Part I, line 27b) . . . . 6 52 , 208 7 Add lines 5 and 6 ...... 7 3,099 739 8 Enter qualifying distributions from Part XII, line 4 . 8 6 , 282,222 If line 8 is equal to or greater than line 7. check the box in Part VI. line 1 b. and complete that Dart us ina a 1 % tax rate. See the Part VI instructions. Form 990-PF (2011) Form 990-PF (2011) Lowell Milken Famil y Foundation 95-4078354 Page 4 fffsplyff- Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948-see instructions) I a Exempt operating foundations described in section 4940(d)(2), check here ► and enter "N/A" on line 1 Date of ruling or determination letter ------(attach copy of letter If necessary-see Instructions) b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 52 , 208 here ► Q and enter 1% of Part I, line 27b c All other domestic foundations enter 2% of line 27b Exempt foreign organizations enter 4% of Part I, line 12, col (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 2 0 3 Add lines 1 and 2 3 52 , 208 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 4 5 Tax based on investment income. Subtract line 4 from line 3 If zero or less, enter -0- 5 52 , 208 6 Credits/Payments a 2011 estimated tax payments and 2010 overpayment credited to 2011 6a 128,567 b Exempt foreign organizations-tax withheld at source 6b c Tax paid with application for extension of time to file (Form 8868) 6c 0 d Backup withholding erroneously withheld 6d 7 Total credits and payments Add lines 6a through 6d 7 128 , 567 8 Enter any penalty for underpayment of estimated tax Check here J if Form 2220 is attached 8 0 9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed ► 9 0 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 10 76,359 11 Enter the amount of line 10 to be Credited to 2012 estimated tax ► 76 , 359 1 Refunded ► 11 0 MMMY Statements Regardin g Activities I a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it Yes No participate or intervene in any political campaign? 1a X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of the instructions for definition)? 1 b X If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any matenals published or distributed by the foundation in connection with the activities c Did the foundation file Form 1120-POL for this year? 1 c X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year (1) On the foundation ► $ (2) On foundation managers ► $ e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers ► $ 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? 2 X If "Yes," attach a detailed description of the activities 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles _ of incorporation, or bylaws, or other similar instruments? If "Yes,"attach a conformed copy of the changes 3 X 4 a Did the foundation have unrelated business gross income of $1,000 or more during the year? 4a X b If "Yes," has it filed a tax return on Form 990-T for this year? 4b X 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 5 X If "Yes, " attach the statement required by General Instruction T 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either • By language in the governing instrument, or • By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 6 X 7 Did the foundation have at least $5,000 in assets at any time during the year? If "Yes, " complete Part ll, col (c), and Part XV 7 X 8 a Enter the states to which the foundation reports or with which it is registered (see instructions) ► AZCACTFLILMDNCNYTNVA b If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G7 If "No," attach explanation 8b X 9 Is the foundation claiming status as a private operating foundation within the meaning of section 49420)(3) or 49420)(5) for calendar year 2011 or the taxable year beginning in 2011 (see instructions for Part XIV)? If "Yes, " complete Part XIV 9 X 10 Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses 10 X Form 990-PF (2011) Form 990-PF (2011 ) Lowell Milken Family Foundation 95-4078354 Page 5 Statements Regarding Activities (continued) 11 At any time during the year, did the foundation , directly or indirectly , own a controlled entity within the meaning of section 512(b)(13)' If "Yes," attach schedule (see instructions) 11 X 12 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges? If "Yes ," attach statement (see instructions) 12 X 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application" 13 X Website address None ► ------1 4 The books are in care of ► Lowell Milken Famdy_Foundation______Telephone no ► (310) 570 4800 ------Located at Santa_ Monica ,_CA______90401.1304______15 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 -Check here ► and enter the amount of tax-exempt interest received or accrued during the year ► 15 16 At any time during calendar year 2011, did the foundation have an interest in or a signature or other authority Yes No over a bank, securities , or other financial account in a foreign country? 16 X See the instructions for exceptions and filing requirements for Form TD F 90-22 1 If "Yes," enter the name of the foreign country ► Statements Regarding Activities for Which Form 4720 May Be Required File Form 4720 if any item is checked in the "Yes" column , unless an exception applies. Yes No 1a During the year did the foundation (either directly or indirectly) (1) Engage in the sale or exchange , or leasing of property with a disqualified person? Yes No (2) Borrow money from , lend money to, or otherwise extend credit to (or accept it from) a disqualified person? Yes X No - (3) Furnish goods , services , or facilities to (or accept them from ) a disqualified person? St 13 Yes No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? St 14 Yes No (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person ) Yes No (6) Agree to pay money or property to a government official? ( Exception. Check "No" if the foundation agreed to make a grant to or to employ the official for a period after termination of government service , if terminating within 90 days ) Yes jX No b If any answer is "Yes" to 1a(1)-(6 ), did any of the acts fail to qualify under the exceptions described in Regulations section 53 4941 (d)-3 or in a current notice regarding disaster assistance (see instructions)? 11b X Organizations relying on current notice a regarding disaster assistance check here ► LJ c Did the foundation engage in a prior year in any of the acts described in 1 a, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2011' 1c X 2 Taxes on failure to distribute income (section 4942 ) (does not apply for years the foundation was a private operating foundation defined in section 4942 0)( 3) or 4942 ())( 5)) a At the end of tax year 2011 , did the foundation have any undistributed income ( lines 6d and 6e , Part XIII ) for tax year(s) beginning before 2011 ' . Yes No If "Yes," list the years ► 20 ...... , 20 ______, 20 ...... , 20 b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? ( If applying section 4942(a)(2) to all years listed, answer "No" and attach statement-see instructions) 2b N/A C If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here ► 20 20 20 20 - 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? . . . . Li Yes No b If "Yes ," did it have excess business holdings in 2011 as a result of ( 1) any purchase by the foundation or disqualified persons after May 26 , 1969 , (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest, or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2011) 3b N/A 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes' 4a X b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2011' 4b X Form 990-PF (2011) Form 990-PF (2011) Lowell Milken Family Foundation. 95-4078354 Page 6 Statements Regarding Activities for Which Form 4720 May Be Req uired (continued) 5a During the year did the foundation pay or incur any amount to (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? q Yes No (2) Influence the outcome of any specific public election (see section 4955), or to carry on, directly or indirectly, any voter registration drive? q Yes No (3) Provide a grant to an individual for travel, study, or other similar purposes? q Yes No (4) Provide a grant to an organization other than a charitable, etc , organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions) q Yes No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? q Yes No b If any answer is "Yes" to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations section 53 4945 or in a current notice regarding disaster assistance (see instructions)? 5b N/A q Organizations relying on a current notice regarding disaster assistance check here ► C If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant? q Yes q No If "Yes, " attach the statement required by Regulations section 53 4945-5(d) 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? q Yes q No _ b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 6b X If "Yes" to 6b, file Form 8870 7a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? q Yes q No b If "Yes," did the foundation receive any proceeds or have any net income attributable to the transaction? 7b EURPIUM Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers. directors. trustees . foundation managers and their compensation (see instructions). (b) Title, and average (c) Compensation (d) Contributions to (e) Expense account, (a) Name and address hours per week ( If not paid , enter employee benefit plans other allowances devoted to position -0- and deferred com pensation Stmt 11 00 0 0 0 ------.00 0 0 0 ------.00 0 0 0 ------ 2 Compensation of five highest-paid employees (other than those included on line 1-see instructions). If none, enter "NONE." (d) Contributions to (b) Title, and average employee benefit (e) Expense account, (a) Name and address of each employee paid more than $50,000 hours per week (c) Compensation plans and deferred other allowances devoted to position com pensation NONE ------ ------ ------ ------ Total number of other employees paid over $50,000 ...... Form 99U-F'I- (2011) Form 990-PF (2011) Lowell Milken Family Foundation. 95-4078354 Page 7 MUM= Information About Officers, Directors , Trustees , Foundation Managers , Highly Paid Employees, and Contractors (continued) 3 Five highest-paid independent contractors for professional services (see instructions ). If none , enter " NONE." (a) Name and address of each person paid more than $50,000 ( b) Type of service (c) Compensation NONE 0 ------0 ------0 ------0 ------0 Total number of others receiving over $50,000 for p rofessional services . ► Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year Include relevant statistical information such as I Expenses the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc I None 2 ------ 3 ------ 4 ------EI Summary of Program-Related Investments (see instructions) Describe the two largest program - related investments made by the foundation during the tax year on lines 1 and 2 Amount None I ------ 2 ------ All other program-related investments See instructions 3 ------0 Total . Add lines 1 throug h 3 ► 0 Form 990-PF (2011) Form 990-PF (2011) Lowell Milken Family Foundation . 95-4078354 Page 8 ai^ Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.) 1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc , purposes a Average monthly fair market value of securities 1a 20 657 235 b Average of monthly cash balances 1 b 2 994 529 C Fair market value of all other assets (see instructions) Ic 38 ,697 , 157 d Total (add lines 1a, b, and c) . . Id 62,348 921 e Reduction claimed for blockage or other factors reported on lines 1 a and 1c (attach detailed explanation) le 2 Acquisition indebtedness applicable to line 1 assets 2 3 Subtract line 2 from line 1d 3 62 , 348,921 4 Cash deemed held for charitable activities Enter 1 % % of line 3 (for greater amount, see instructions) 4 935 , 234 5 Net value of noncharitable-use assets . Subtract line 4 from line 3 Enter here and on Part V, line 4 5 61 ,413 ,687 6 Minimum investment return. Enter 5% of line 5 6 3,070,684 Distributable Amount (see instructions) (Section 49420(3) and (j)(5) private operating foundations and certain foreign organizations check here 11110- q and do not complete this part.) 1 Minimum investment return from Part X, line 6 . . 1 3 , 070,684 2a Tax on investment income for 2011 from Part VI, line 5 2a 52 , 208 b Income tax for 2011 (This does not include the tax from Part VI) 2b 0 C Add lines 2a and 2b 2c 52,208 3 Distributable amount before adjustments Subtract line 2c from line 1 3 3,018,476 4 Recoveries of amounts treated as qualifying distributions 4 5 Add lines 3 and 4 5 3 , 018,476 6 Deduction from distributable amount (see instructions) 6 7 Distributable amount as adjusted Subtract line 6 from line 5 Enter here and on Part XIII, line 1 . . . 7 3 , 018 ,476 Qualifying Distributions (see instructions) I Amounts paid (including administrative expenses) to accomplish charitable, etc , purposes a Expenses, contributions, gifts, etc -total from Part I, column (d), line 26 1a 6,282,222 b Program-related investments-total from Part IX-B 1b 0 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc , purposes 3 Amounts set aside for specific charitable projects that satisfy the. a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) . . 3b 0 4 Qualifying distributions . Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 4 6 , 282,222 5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter 1% of Part I, line 27b (see instructions) 5 52,208 6 Adjusted qualifying distributions . Subtract line 5 from line 4 6 6 , 230 , 014 Note . The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years Form 990-PF (2011) Form 990-PF (2011) I nwall Milk a n Family Fniinriatinn 9 OMM Undistributed Income (see instructions (a) (b) (c) (d) 2011 1 Distributable amount for 2011 from Part XI, Corpus Years pnor to 2010 2010 line? 3 , 018 ,476 2 Undistributed income, if any, as of the end of 2011 a Enter amount for 2010 only 2 , 522 , 078 b Total for prior years 20 , 20 , 20 0 3 Excess distributions carryover, if any, to 2011. a From 2006 0 b From 2007 0 C From 2008 0 d From 2009 0 e From 2010 0 f Total of lines 3a through e 0 4 Qualifying distributions for 2011 from Part XII, line 4 100 $ 6,282,222 a Applied to 2010, but not more than line 2a 2,522 078 b Applied to undistributed income of prior years (Election required-see instructions) 0 c Treated as distributions out of corpus (Election required-see instructions) 0 d Applied to 2011 distributable amount . . 3 , 018,476 e Remaining amount distributed out of corpus 741 , 668 5 Excess distributions carryover applied to 2011 0 0 (If an amount appears in column (d), the same amount must be shown in column (a) ) 6 Enter the net total of each column as indicated below: a Corpus Add lines 3f, 4c, and 4e Subtract line 5 741 ,668 b Prior years' undistributed income Subtract line 4b from line 2b 0 c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed d Subtract line 6c from line 6b Taxable amount-see instructions 0 e Undistributed income for 2010 Subtract line 4a from line 2a Taxable amount-see instructions 0 f Undistributed income for 2011 Subtract lines 4d and 5 from line 1 This amount must be distributed in 2012 . 0 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) 8 Excess distributions carryover from 2006 not applied on line 5 or line 7 (see instructions) 0 9 Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a 741 , 668 10 Analysis of line 9, a Excess from 2007 0 b Excess from 2008 0 C Excess from 2009 0 d Excess from 2010 0 e Excess from 2011 741,668 Form 990-PF (2011) Form 990-PF (2011) Lowell Milken Family 95-4078354 Page 10 FEM&EM Private Operating Foundations (see instructions and Part VII-A, q ue 9 NIA 1 a If the foundation has received a ruling or determin ation letter that it is a private operating foundation, and the ruling is effective for 2011, enter the date of the rul ing ► b Check box to indicate whether the foundation is a private operating fou ndation described in section EJ 49420)(3) or 49420)(5) 2 a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the minimum (e) Tota l investment return from Part X for each (a) 2011 (b) 2010 (c) 2009 (d) 2008 year listed . . . . . 0 0 b 85% of line 2a 0 0 0 0 0 C Qualifying distributions from Part XII, line 4 for each year listed 0 0 d Amounts included in line 2c not used directly for active conduct of exempt activities 0 e Qualifying distributions made directly for active conduct of exempt activities Subtract line 2d from line 2c 0 0 0 0 0 3 Complete 3a, b, or c for the alternative test relied upon. a "Assets" alternative test-enter (1) Value of all assets . 0 (2) Value of assets qualifying under section 49420)(3)(B)(i) 0 b "Endowment" alternative test-enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed 0 0 c "Support" alternative test-enter (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) 0 (2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(m) 0 (3) Largest amount of support from an exempt organization 0 (4) Gross investment income 0 Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year-see instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000) (See section 507(d)(2) ) L Milken and S. Milken b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest None 2 Information Regarding Contribution , Grant, Gift, Loan, Scholarship, etc., Programs: Check here Do- if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds If the foundation makes gifts, grants , etc (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d a The name, address, and telephone number of the person to whom applications should be addressed b The form in which applications should be submitted and information and materials they should include c Any submission deadlines d Any restrictions or limitations on awards , such as by geographical areas , charitable fields, kinds of institutions, or other factors Form 990-PF (2011) Form 990-PF (2011) Lowell Milken Famil y Foundation 95-4078354 Page 11 Supplementary information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment If recipient is an individual, Foundation Recipient show any relationship to purpose of grant or status of Amount any foundation manager contribution recipient Name and address (home or business) or substantial contributor a Paid during the year Stmt 9 6,142,080 Total ► 3a 6 , 142,080 b Approved for future payment Stmt 10 5,359,250 Total ► 3bl 5,359,250 Form 990-PF (2011) Form 990-PF (2011) Lowell Milken Family Foundation 95-4078354 Page 12 Analysis of Income-Producing Activ ities Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e) Related or exempt (a) (b) (C) (d ) function income Business code Amount Exclusion code Amount (See instructions ) I Program service revenue a 0 0 0 b 0 0 0 c 0 0 0 d 0 0 0 e 0 0 0 f 0 0 0 g Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 14 1,452 4 Dividends and interest from securities 14 507 , 309 5 Net rental income or (loss) from real estate a Debt-financed property b Not debt-financed property 6 Net rental income or (loss) from personal property 7 Other investment income St 15 531390 986 14 3,646 ,0 4 8 Gain or (loss) from sales of assets other than inveniSt 12 531390 -18 ,699 18 1,211 442 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory 11 Other revenue a 0 0 0 b 0 0 0 C 0 0 0 d 0 0 0 e 0 0 0 12 Subtotal Add columns (b), (d), and (e) 5 , 366 , 217 1 0 13 Total. Add line 12, columns (b), (d), and (e) 13 5,348,504 (See worksheet in line 13 instructions to verify calculations ) Relationship of Activities to the Accomplishment of Exempt Purposes Line No. Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to V the accomplishment of the foundation's exempt purposes (other than by providing funds for such purposes) (See instructions ) Form 99o-111- (2011) Form 990-PF (2011) Lowell Milken Famil y Foundation 95-4078354 Page 13 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations I Did the organization directly or indirectly engage in any of the following with any other organization described . Yes No in section 501(c) of the Code (other than section 501 (c)(3) organizations) or in section 527, relating to political ;rots j a.' .. organizations? a Transfers from the reporting foundation to a noncharitable exempt organization of. (1) Cash ...... 1a X (2) Other assets ...... la (2) X b Other transactions: (1) Sales of assets to a nonchantable exempt organization ...... 1 b( l ) X (2) Purchases of assets from a noncharitable exempt organization . . . 1 b(2 ) X (3) Rental of facilities, equipment, or other assets . . 1 b(3) X (4) Reimbursement arrangements ...... 1 b(4) X (5) Loans or loan guarantees ...... 1 b 5 (6) Performance of services or membership or fundraising solicitations ...... 1 b 6 c Sharing of facilities, equipment, mailing lists, other assets, or paid employees ...... 1c d If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received (a) Line no ( b) Amount involved (c) Name of nonchantable exempt organization (d) Description of transfers , transactions, and sharing arrangements 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2a Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations descri bed in section 501 (c' of the Code (other than section S011 (r)(11) or in sr?r-tinn 5777 [Viu Vac uI-I IVn b If "Yes ," complete the followi ng schedule (a) Name of organization (b) Type of organization (c) Description of relationship Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge Sign Here Signature "f officer or trustee Date PnnttType preparer's name Preparer's signature Paid PreDarer Pre pared internall y Schedule B Schedule of Contributors OMB No 1545-0047 (Form 990 , 990-EZ, or 990-PF) Department of the Treasury 'Attach to Form 990, Form 990-EZ, or Form 990-PF. 20011 Internal Revenue Service Name of the oraani; Employer identification num Fami Organization type (check one): Filers of: Section: Form 990 or 990-EZ q 501 (c)( ) (enter number) organization q 4947(a)(1) nonexempt charitable trust not treated as a private foundation q 527 political organization Form 990-PF q 501 (c)(3) exempt private foundation q 4947(a)(1) nonexempt charitable trust treated as a private foundation q 501(c)(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. Note . Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions. General Rule For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or property) from any one contributor. Complete Parts I and II. Special Rules q For a section 501 (c)(3) organization filing Form 990 or 990-EZ that met the 33 1/3% support test of the regulations under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1 h, or (ii) Form 990-EZ, line 1. Complete Parts I and II. q For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year, total contributions of more than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and Ill. q For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions for use exclusively for religious, charitable, etc , purposes, but these contributions did not total to more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more during the year ...... ► $ Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer "No" on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ or on Part I, line 2, of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF) For Paperwork Reduction Act Notice , see the Instructions for Form 990 , 990-EZ , or 990-PF. Schedule B (Form 990, 990-EZ, or 990 -PF) (2011) (HTA) Schedule B (Form 990, 990-EZ, or 990-PF) (2011) Page 2 Name of organization Employer identification number Lowell Milken Family Foundation 95-4078354 Contributors (see instructions) Use duplicate copies of Part I if additional space is needed. (a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution Person q --- L-.-Milken ------1250 Fourth St 6th- Floor ------Payroll q Santa Monica CA 90401.1304 $ 3,285,500 Noncash Foreign State or Province ...... (Complete Part ll if there is Foreign Country ______a noncash contribution ) (a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution Person q 2 ------Payroll 0 Noncash $ ------1:1 Foreign State or Province ...... (Complete Part 11 if there is Foreign Country ______a noncash contribution ) (a) (b) (c) (d) No. Name, address , and ZIP + 4 Total contributions Type of contribution q 3 Person q ------Payroll 0 Noncash q $ Foreign State or Province ...... (Complete Part ll if there is Foreign Country ______a noncash contribution ) (a) (b) (c) (d) No. Name , address , and ZIP + 4 Total contributions Type of contribution Person q 4 - - - - q ------Payroll 0 Noncash q $ - Foreign State or Province ______(Complete Part II if there is Foreign Country ______a noncash contribution (a) (b) (c) (d) No. Name, address , and ZIP + 4 Total contributions Type of contribution q 5 - - -- Person q ------Payroll Noncash q - - - -- $ 0 Foreign State or Province ...... (Complete Part II if there is Foreign Country ______a noncash contribution (a) (b) (c) (d) No. Name, address , and ZIP + 4 Total contributions Type of contribution q 6 Person ------Payroll 0 Noncash q $ - Foreign State or Province ______(Complete Part Ii if there is Foreign Country ______- a noncash contribution Schedule B (Form 990, 990-EZ, or 990-PF) (2011) Schedule B (Form 990, 990-EZ, or 990-P F) (2011) Page 3 Name of organization Employer identification number Lowell Milken Family Foundation 95-4078354 Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed (a) No. (b) (c) (d) from FIVIV (or estimate) Description of noncash property given Date received Part I (see instructions) Securities ------1 ------$ 3,285,500 2/17/2012 (a) No. b (c) d from FAAV (or estimate) Description of noncash property given Date received Part I (see instructions) ------$ 0 ------ (a) No. b (c) d from FAAV (or estimate ) Description of noncash property given Date received Part I (see instructions) ------$ 0 ------ (a) No. b (c) d from FAAV (or estimate) Description of noncash property given Date received Part I (see instructions) ------$ 0 ------ (a) No. b (c) d from FIVIV (or estimate) Description of noncash property given Date received Part I (see instructions) ------0 ------ (a) No. b (c) d from FAAV (or estimate) Description of noncash property given Date received Part I (see instructions) ------$ 0 Schedule B (Form 990, 990-EZ, or 990-PF) (2011) Schedule B (Form 990, 990-EZ, or 990-PF) (2011) Page 4 Name of organization Employer identification number II Milken F SOMNIIIIII Exclusively religious , charitable , etc., individual contributions to section 501(c )(7), (8), or (10) organizations total more than $ 1,000 for the year. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc , contributions of $1,000 or less for the year. (Enter this information once. See instructions.) ► $ ------0 Use duplicate copies of Part III if additional space is needed. (a) No. from ( b) Purpose of gift (c) Use of gift (d) Description of how gift is held Part l ------•------• ------•------ (e) Transfer of gift Transferee's name , address , and ZIP + 4 Relationship of transferor to transferee ------• ------For Prov Count ry (a) No. from ( b) Purpose of gift ( c) Use of gift (d) Description of how gift is held Part I ------•------ (e) Transfer of gift Transferee's name, address , and ZIP + 4 Relationship of transferor to transferee ------• ------For Prov Country (a) No. from ( b) Purpose of gift (c) Use of gift (d) Description of how gift is held Part I ------•------•------• ------•------ (e) Transfer of gift Transferee's name , address , and ZIP + 4 Relationship of transferor to transferee ------• ------For Prov Country (a) No. from ( b) Purpose of gift (c) Use of gift (d) Description of how gift is held Part l ------•------• ------•------ (e) Transfer of gift Transferee's name, address , and ZIP + 4 Relationship of transferor to transferee ------For Prov Country Schedule B (Form 990, 990-EZ, or 990-PF) (2011) LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/12 STATEMENT I FORM 990-PF, PART I, LINE 16c OTHER PROFESSIONAL FEES Information services 20,185 Investment advisory 63,124 Partnership investment management 15,840 Consulting 2,798 101,947 STATEMENT 2 FORM 990-PF, PART I, LINE 16b OTHER PROFESSIONAL FEES Audit 24,550 Accounting 82,772 107,322 STATEMENT 3 FORM 990-PF, PART I, LINE 18 TAXES Payroll taxes 2,494 Excise tax 15,000 Unrelated business income taxes 1,150 Foreign taxes 18,154 36,798 STATEMENT 4 FORM 990-PF, PART I, LINE 23 OTHER EXPENSES Custody/Safekeeping fees 3,423 Supplies 991 Insurance 275 Filing fees 160 Postage/Messenger 75 Rent - storage & equipment 112 Videography 4,217 Bank charges 2,004 Dues and subscriptions 614 Telephone 116 11,987 STATEMENT 5 FORM 990-PF , PART II, LINE 10b INVESTMENTS - CORPORATE STOCK Market Value Domestic corporate stocks 7,102,058 STATEMENT 6 FORM 990-PF, PART II, LINE 10c INVESTMENTS - CORPORATE BONDS Market Value Domestic corporate bonds 911,218 STATEMENT 7 FORM 990-PF, PART II, LINE 13 INVESTMENTS - OTHER Market Value Foreign Stock 12,294,706 Other Government Obligations 256,875 Apollo International Real Estate Fund , L P 164,596 Apollo Investment Fund IV, L P 44,845 Apollo Investment Fund V, L P 278,929 Apollo Investment Fund VI, L P 4,147,325 Apollo Investment Fund VII, L P 484,166 Apollo Real Estate Investment Fund III, L P 244,307 Apollo Real Estate Investment Fund IV, L P 420,135 CM-NP, LLC 7,583,253 LSNP, LLC 1,283,059 MidOcean Partners IIIA, L P 1,817,001 NP1, LLC 14, 800,105 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10131112 STATEMENT 7 (CONTD) FORM 990-PF, PART II, LINE 13 INVESTMENTS-OTHER OCM Japan Opportunities Fund, L P 99,067 OCM Japan Opportunities Value Fund, L P 696,183 Post Leveraged Loan Fund (Cayman), Ltd 195,023 ProQuest Investments, L P 113,561 ProQuest Investments II, L P 17,050 ProQuest Investments III, L P 340,721 ProQuest Investments IV, L P 828,657 Ranger Small Cap Fund, L P 2,858,483 Shelter Venture Fund, L P 165,774 Thomas H Lee Parallel Fund V, L P 182,893 Thomas H Lee Parallel Fund VI, L P 1,908,032 Washington & Congress Capital Partners, L P 1,600 51, 226, 346 STATEMENT8 FORM 990-PF, PART I, LINE 1 CONTRIBUTIONS, GIFTS, GRANTS, ETC Market Value / Name and Address Description Date Amount L Milken Securities 2/17/2012 3,285,500 1250 Fourth St 6th Floor Santa Monica , CA 90401 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/12 STATEMENT 9 FORM 990-PF , PART I, LINE 25 FORM 990-PF , PARTY XV, LINE 3a CONTRIBUTIONS , GIFTS AND GRANTS PAID Recipient Name Recipient Address Purpose of Grant or Contribution Amount Oakland School for the Arts 530 18th St, Oakland, CA 94612 Educational programs 5,000 Cystic Fibrosis Foundation 4929 Wilshire Blvd #760, Los Angeles, CA 90010 Medical research 1,000 Cedars-Sinai Medical Center 8700 Beverly Blvd„ Los Angeles, CA 90048 Medical research 3,000,000 Wilshire Boulevard Temple 3663 Wilshire Blvd , Los Angeles, CA 90010 Community centers & programs 15,000 Brent Shapiro Foundation for Drug Awareness 10250 Constellation Blvd 18th floor, Los Angeles, CA 90067 Community centers & programs 2,500 University of California, Los Angeles - School of Law A-105 Law Building, Box 951476, Los Angeles, CA 90095-1476 Educational programs 2,108,250 National Multiple Sclerosis Society 2440 S Sepulveda Blvd , #115, Los Angeles, CA 90064 Medical research 1,000 American Friends of Anal 3679 Carambola Circle N , Coconut Creek, FL 33066-2441 Community centers & programs 175,000 University of Pennsylvania 3451 Walnut St, Philadelphia, PA 19104 Educational programs 2,000 Carter Middle School 204 N Carter School Road, Strawberry Plains, TN 37871 Educational programs 5,000 Whale Branch Middle School 2009 Trask Parkway, Seabrook, SC 29940 Educational programs 50.000 Children's Nature Institute 1910 Magnolia Ave #403, Los Angeles, CA 90007 Community centers & programs 1,000 Keshet Chaim Dance Ensemble 4155 Dixie Canyon Blvd , Sherman Oaks, CA 91423 Cultural programs 1,000 Baseball Factory and Team One Foundation 9212 Berger Road, #200, Columbia, MD 21045 Educational programs 2,000 Harvard-Westlake School 3700 Coldwater Canyon Ave, North Hollywood, CA 91604-0037 Educational programs 10,000 StandWithUs 6505 Wilshire Blvd #500, Los Angeles, CA 90048 Community centers & programs 10,000 Art Center College of Design 1700 Lida St , Pasadena, CA 91103 Educational programs 16,000 Assaf Harofeh Medical Center 2934 1/2 Beverly Glen Cir #374 , Los Angeles, CA 90077 Medical research 5.000 City Year Inc 606 S Olive St , 2nd floor, Los Angeles, CA 90014 Educational programs 5,000 Center for the Partially Sighted 6101 W Centinela Ave #150, Culver City, CA 90230 Healthcare programs 2,500 Architecture and Design Museum Los Angeles 6032 Wilshire Blvd , Los Angeles, CA 90036 Cultural programs 2,500 Aish HaTorah 1417 S Doheny Dr, Los Angeles, CA 90035 Community centers & programs 90,000 West Goshen Elementary School 215 Dewey Ave, Goshen, IN 46526 Educational programs 5,000 Children of the Night 14530 Sylvan St , Van Nuys, CA 91411 Human service programs 2,000 American Parkinson Disease Association 9854 National Blvd #165, Los Angeles, CA 90034 Medical research 15,000 Bikur Cholim 8489 West Third St , Los Angeles, CA 90048 Healthcare programs 500 City of Hope 1055 Wilshire Blvd, Los Angeles, CA 90017 Healthcare programs 1,500 Brentwood School 100 S Barrington PI , Los Angeles, CA 90049 Educational programs 15.000 Living Desert Reserve 47900 Portola, Palm Desert, CA 92260 Cultural programs 1,000 Jewish Student Union 9831 W Pico Blvd, Los Angeles, CA 90035 Community centers & programs 2,000 Pepperdine University 24255 Pacific Coast Hwy, Malibu, CA 90263 Educational programs 10,000 Ronald Reagan Presidential Foundation 40 Presidential Dr #200, Simi Valley, CA 93065-0600 Cultural programs 1,000 University of California, Los Angeles Los Angeles, CA 90024 Educational programs 63,080 Hebrew Union College 3077 University Ave. Los Angeles, CA 90007-3796 Educational programs 150,000 St Joseph Center 204 Hampton Dr, Venice, CA 90291 Human service programs 2.500 American Foundation for Suicide Prevention PO Box 57437, Sherman Oaks, CA 91413 Human service programs 2,500 Judkins Middle School 680 Wadsworth Ave, Pismo Beach, CA 93449 Educational programs 5,000 Israel Sport Center for the Disabled PO Box 667, Deerfield, IL 60015 Community centers & programs 2,500 Lincoln Consolidated School District 117 Boyer St , Lincoln, AR 72744 Educational programs 5,000 Golden Heart Ranch 703 Pier Ave #8 194, Hermosa Beach, CA 90254 Human service programs 1,000 Lancaster Independent School District 422 South Center, Lancaster, TX 75146 Educational programs 5.000 Cantors Assembly of America 3080 Broadway #613, New York, NY 10027 Cultural programs 10,000 Venice Family Clinic 604 Rose Ave, Venice, CA 90291 Medical research 5,000 DeSoto Parish School System 201 Crosby St, Mansfield, LA 71052 Educational programs 5.000 George W Bush Presidential Library and Museum PO Box 560887, Dallas, TX 75356-9733 Cultural programs 1,000 ZOA Goodman ZOA House, 4 East 34th St , New York, NY 10016 Community centers & programs 180,000 Heal the Bay 1444 9th St, Santa Monica, CA 90401 Community centers & programs 1,250 Lowell Milken Center, Inc 4 South Main St , Fort Scott, KS 66701 Community centers & programs 100,000 Katie at the Bat Team 257 Standish Rd , Menon, PA 19066 Community centers & programs 2,000 MEMRI - the Middle East Media and Research Institute 1819 L Street NW, 5th floor, Washington, DC 20036 Community centers & programs 7.500 The Fund for American Studies 1706 New Hampshire Avenue NW, Washington, DC 20009 Community centers & programs 1,000 Barbara Sinatra Children's Center at Eisenhower 39000 Bob Hope Dr, Rancho Mirage, CA 92270 Medical research 1,000 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/12 STATEMENT 9 (CONTD) FORM 990-PF, PART I, LINE 25 FORM 990-PF, PARTY XV, LINE 3a CONTRIBUTIONS, GIFTS AND GRANTS PAID Recipient Name Recipient Address Purpose of Grant or Contribution Amount Sigma Alpha Mu Foundation 8701 Founders Road, Indianapolis, IN 46268 Educational programs 1,000 Birkat Yitzchok 6022 W Pico Blvd, Los Angeles, CA 90035 Educational programs 10,000 CAMERA PO Box 35040, Boston, MA 02135-0001 Community centers & programs 1,500 Laurens County School District 56 211 N Broad St Suite B, Clinton, SC 29325 Educational programs 5,000 Friends of Malibu Urgent Care Center PO Box 6836, Malibu, CA 90264 Healthcare programs 2,500 Israel Special Kids Fund 505 Eighth Ave #803, New York, NY 10018 Healthcare programs 2,000 Atkin Elementary School 600 Dogwood Lane, New Caney, TX 77357 Educational programs 5,000 Center for Science in the Public Interest 1220 L Street NW, #300, Washington, DC 20005-4053 Community centers & programs 2,000 Total contributions, gifts, grants paid - Form 990-PF, Part I, Line 9, Column (d) 6,142,080 STATEMENT 10 FORM 990-PF, PART XV, LINE 3b CONTRIBUTIONS, GIFTS AND GRANTS APPROVED FOR FUTURE PAYMENT Recipient Name Recipient Address Purpose of Grant or Contribution Amount Regents of the University of California Los Angeles, CA 90024 Educational programs 3,079,250 Art Center College of Design 1700 Lida St, Pasadena, CA 91103 Educational programs 55,000 Cedars Sinai Medical Center 8700 Beverly Blvd , Los Angeles, CA 90048 Medical research 2,000,000 Prostate Cancer Foundation 1250 Fourth St , Santa Monica, CA 90401 Medical research 225,000 5,359,250 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/12 STATEMENT 11 FORM 990-PF, PART VIII, QUESTION 1 LIST OF OFFICERS, DIRECTORS, TRUSTEES, FOUNDATION MANAGERS AND THEIR COMPENSATION Title and Average Contributions Hours per Week Compensation, to Employee Expense Account, Name and Address Devoted to Position if any Benefit Plans Other Allowances L Milken President 0 None None 1250 Fourth Street, Sixth Floor Director Santa Monica, CA 90401 10-20 hrs/wk R Finerman Executive Vice President and 0 None None 1250 Fourth Street, Fifth Floor Asst Secretary Santa Monica, CA 90401 Director 0-10 hrs/wk S Milken Director 0 None None 1250 Fourth Street, Sixth Floor 0-10 hrs/wk Santa Monica, CA 90401 S Fox Treasurer and 0 None None 1250 Fourth Street, Third Floor Secretary Santa Monica, CA 90401 10-15 hrs/wk J Milken Director 0 None None 1250 Fourth Street, Sixth Floor 0-10 hrs/wk Santa Monica, CA 90401 R Milken Director 0 None None 1250 Fourth Street, Sixth Floor 0-10 hrs/wk Santa Monica, CA 90401 D Milken Director 0 None None 1250 Fourth Street, Sixth Floor 0-10 hrs/wk Santa Monica, CA 90401 0 5 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/12 STATEMENT 12 FORM 990-PF, PART I, LINE 6a FORM 990-PF, PART IV, LINE 1 CAPITAL GAINS AND LOSSES FOR TAX ON INVESTMENT INCOME How Date Gross Basis of Capital Description Acquired Acquired Date Sold Proceeds Property Gain/(Loss) Equities P Various Various 1,660,871 1,635,044 25,827 Fixed Income P Various Various 1,905,156 1,885,169 19,987 Limited Partnerships P Various Various 1,538,807 373,179 1,165,628 Total before Unrelated Business Capital Gams(Losses) Part I, Line 7, Part IV, Line 1a 5,104,834 3,893,392 1,211,442 Unrelated Business Capital Gains(Losses) 69,149 87,848 (18,699) Total with Unrelated Business Capital Gains(Losses) Part I, Line 6a, 6b 5,173,983 3,981,240 1,192,743 Note Additional detail is available upon request STATEMENT 13 FORM 990-PF, PART VII-B, QUESTION la(3) The Foundation accepted certain services at no charge from disqualified persons STATEMENT 14 FORM 990-PF, PART VII-B, QUESTION la(4) From time to time , certain officers and directors are reimbursed for business expenses which are necessary to carry out the exempt purpose of the foundation STATEMENT 15 FORM 990-PF, PART I, LINE 11, COL (a) & (b) OTHER INCOME Non-UBTI UBTI Total OCM - International Convertible, L P 55,334 - 55,334 Apollo Real Estate Investment Fund III, L P 9,010 (9,384) (374) Apollo Real Estate Investment Fund IV, L P 3,401 (366) 3,035 Apollo International Real Estate Fund, L P 32 3,132 3,164 Apollo Investment Fund IV, L P (171,973) - (171,973) Apollo Investment Fund V, L P (584) - (584) AIF V (SCI TE), L P 23,260 - 23,260 ProQuest Investments, L P 95 - 95 ProQuest Investments 11, L P (37) - (37) ProQuest Investments Ill, L P (8,798) - (8,798) ProQuest Investments IV, L P (30,602) - (30,602) Ranger Small Cap Fund, L P (15,533) - (15,533) Shelter Venture Fund, L P (7,452) - (7,452) Washington & Congress Capital Partners, L P (24,901) - (24,901) Transdimension Investments, L P 11 - 11 Thomas H Lee Alternative Fund V, L P 9,482 - 9,482 Thomas H Lee Parallel Fund V, L P (18,601) - (18,601) OCM Japan Opportunities Fund, L P 30,601 - 30,601 OCM Japan Opportunities Value Fund, L P 94,469 - 94,469 Apollo Investment Fund VI, L P 131,212 - 131,212 MidOcean Partners IIIA, L P (23,030) - (23,030) Thomas H Lee Parallel Fund VI, L P 51,612 - 51,612 Thomas H Lee Alternative Fund VI, L P 20,685 - 20,685 LSNP, LLC (6,943) - (6,943) Post Leveraged Loan Fund 1,205,436 - 1,205,436 AIF VII (LS AN) L P 816 2,593 3,409 CM-NP LLC 2,228,269 - 2,228,269 Apollo Investment Fund VII, L P 836 - 836 AIF VII (VC), L P (136) - (136) AIF VII Euro Holdings, L P (4,660) - (4,660) AIF VII (AIV), L P (2,580) 5,011 2,431 AIF VII (VC D), L P (112) - (112) Apollo Investment Fund VI, L P (PFIC) 97,156 - 97,156 Apollo Investment Fund VII, L P (PFIC) 167 - 167 Foreign exchange gain(loss) 72 72 3,646,014 986 3,647,000 The amount shown as UBTI has been filed on Form 990-T and is not reflected in Part I, Line 11, Column (b) of the Form 990-PF 6 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/12 STATEMENT 16 FORM 990-PF STATEMENT OF ELECTION AND COMPUTATION OF DEDUCTION FOR AMORTIZABLE BOND PREMIUM (Sec 171(c)) The taxpayer has previously elected to amortize bond premium in accordance with IRC Section 171(c) Amortizable bond premium for FYE 10/31/12 Less Amounts on bonds for which no interest income was received during FYE 10/31/12 (carried forward to FYE 10/31/13) Net bond premium amortization STATEMENT 17 FORM 990-PF, PART III, LINE 5 ANALYSIS OF CHANGES IN NET ASSETS - OTHER DECREASES Difference between tax and accounting basis of contributed assets 3,285,117 STATEMENT 18 FORM 990-PF, PART I, LINE 19 FORM 990-PF, PART II, LINE 14 DEPRECIATION - LAND, BUILDINGS AND EQUIPMENT Depreciation Prior Years' Current Total Property Cost Accum Year Disposals/ Accum Adjusted Description Method Life Basis Deprec Deprec Adjustments Deprec Basis Furniture & Fixtures S/L MACRS 7 years 28,500 2,036 4,071 - 6,107 22,393 Depreciation expense of $4,071 was computed on a straight-line basis over the estimated useful lives of the assets STATEMENT 19 FORM 990-PF, PART III, LINE 3 ANALYSIS OF CHANGES IN NET ASSETS - OTHER INCREASES Gain on common stock distributed as a contribution to donee 2,108, 057 7
Form 990-PF Or Section 4947(A)(1) Nonexempt Charitable Trust Treated As a Private Foundation Department of the Treasury 2011 Note
