.,2949132807502 ^6F

JY^ 't 1•

.,2949132807502^6F EXTENDED TO NOVEMBER 15, 2018 '

n Return of Private Foundation OMB No 1545-0052

Form990- Pf} or Section 4947(a)(1 ) Trust Treated as Private Foundation

2017Department of the Treasury ► Do not enter social security numbers on this form as it may be made public

((sternal Revenue Service 10- Go to www. lrs gov/Form99OPF for instructions and the latest Information

For calendar year 2017 or tax year beginning

Name of foundation

THE SPANX BY SARA BLAKELY FOUNDATION,INC -

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n$

^H_'J

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In

and

JA Employer identification number

20-5088833Number and street (or P 0 box number if mail is not delivered to street address ) I

3035 PEACHTREE RD NE, STE 200

Room/suite B Telephone number

City or town, state or province , country, and ZIP or foreign postal code

ATLANTA GA 30305 'C If exemption application is pending check here

G Check all that apply. Initial return 0 Initial return of a former public charity

Final return Amended return

Address chan g e Name chan g e

D 1. Foreign organizations , check here

2. Foreign organizat i ons meeting the 85% test,check here and attach computation ►

H Check type of organization X^ Section 501( c)(3) exempt private foundation

Section 4947 ( a )( 1 nonexem p t charitable trust Other taxable p rivate foundationE If private foundation status was terminated

under section 507(b )(1)(A), check here ►I Fair market value of all assets at end of year

(from Part II, col. (c), line 16 )

$ 2 4 , 3 0 7 , 0 9 0 .

J Accounting method* XM Cash Accrual

= Other ( specify )

( Part I, column ( d) must be on cash basis.)

F If the foundation is in a 60-month terminationunder section 507(b )(1)(B), check here

kPart ? I+ Analysis of Revenue and Expenses(rhe total of amounts in columns ( b), (c), and ( d) may notnecessarily equal the amounts in column (a))

( a) Revenue andexpenses per books

(b ) Net investmentincome

( c) Adjusted netincome

( d^Dlsbursementsfor c or table purposes

(cash basis only)'

1 Contributions , gifts, grants, etc , received 10 2 r 616r }"31

s12 ^ M 0-MI. ;dM1' di¢ 6 +-£'"%1t&afy s xr ,k9hr",,l!1' " y; t` t

t) s "aIi + 'I^ r

t+ .ry..^

2 Check ►^• d the foundation is not required to attach Sch B

(e

p b 0'R n^'fl^^ , IL4^„IJ V,^ ^$a^^

"4.^ S .I

^liS^r^'^-^^>fY^^`'^^!-Y^

V9î,k ^'r ^,1t

t

k bt SR#'s^-QS C"

Interest on savings and temporary3 cash investments 110, 567. f:;^^'_ ^" " '"ri p"+'',.8' a ^,If

4 Dividends and interest from securities 369,145. ' 457,666.

5a Gross rents - ^^'^ ^ t, "'M,OF,

b Net rental income or ( loss)y^ 4,^' {cw lr,^)'N^^^1^2"k^

rx,f9;

c440,12-4, ! -`C' rop'^^1ia, . u^ a!:' W..":

nPu,1'f,7Fw k"3@; rGl t!ry

r'^^^: Ier9 Pd,Y, ^b + ^ ;Ii

^.'.a m. x,^..â :: , y^Yii>¢k;'• ex^.+....... V s ^"Ld

6a Net gain or loss from sale of assets not on line 10 7 4 7 5 0 7 • ;*P*raS;s:r. t+a^,+ti.. hIYr ^,^

9-4,„J b,Y y h r,y i,«I, .r

Is r ON

CGross sales rice for all

b assets online 6e 12,612,421. ^k fkifl 6' L4 '^ ' qC ,% Vri ;Tx .^.x 1,,r . gyp.

:. i k' i0w . 'N '! -Cl

7 Capital gam net income ( from Pert IV line 2)^^ "FM,}^,Ii,C s••,r.

768 ,5 46.N+.,^.s^r,W^^ 'iTMN.i'$ °xa

8 Net short-term capital gain R ^j'; h° ^xa a G â rep w £^' ,, I c# , ^. I ;LLI

9, Income modificationsGross sales less returns

10a and all owancesget'v^`rr-+Np'r rixy add

r.^r'.. ,4^ •li^'^ ''..J/''I, r "'t^'

'i^,. '° ^^,t4°Y^-''r .-P: *:^'I. ..^->^ vl:#i.;".^w, o'1, t °Aia'i '^

i,FrR•rk`JULw,u^,nr^_r,,,,,,3'.,^'. '^"k `•C..'.â- r "^( 8' ch it,

r-Y +..a,c,„ i^,t.s^

b Less Cost of goods sold4 x51 ! y q ^y1cu - :2 r^^^ rl'n^11' P21'

;1,r 'evm s i„ y^=i^:t ^ ' 7?J°rD1^^

e ?^ ^_4,,, j k ara:'i'^'inY' raz.^.; +C2^'.e- r'>^K -P'

c'^ l ,^`^^,. ^ e,r. ^"IY vy.•^l:pw.

c Gross profit or (loss )tgvk t., a .

";?°spri!/`«x^7tr - I' v,

^^s f5;r

11 Other income 6 , 984 . 62,308. 0. S;PP;TEM9N,T,12 Total Add tines 1 throw h 11 1 , 336 , 819 . 1 , 288 , 520 . 0 . "gt- t ti.î^ ^^'^' ^?"^^R

13 Compensation of officers , directors , trustees , etc 0 • 0 • 0 • 0

14 Other employee salaries and wages

15 Pension plans , employee benefits

d 16a Legal fees

b Accounting fees STMT 2 2,000. 1,000. 0. 1,000.c Other professional fees STMT 3 138 , 373. 13 8, 3 7 3. 0. 0.

0 17 Interest

18 Taxes STMT 4 7,500 . 9,537. 0. 0.Le 19 Depreciation and depletion a l { ^^` ^'c

20 Occupancy

Q 21 Travel, conferences, and meetings

C 22 Printing and publications

a 23 Other expenses STMT 5 37 , 105. 1 , 294. 0• 34 , 749.24 Total operating and administrative

expenses Add lines 13 through 23 184,978 . 150,204. 0. 35 , 749.0 25 Contributions , gifts, grants paid 954 , 166 . 954 , 166 .

26 Total expenses and disbursements

Add lines 24 and 25 1 , 139 , 144. 150 204. 0. 989, 915.7 Subtract line 26 from line 12'

a Excess of revenue over expenses and disbursements

t 5-ti.^rvvYd #^3 '1°'.rs

97 675.

%$'tJ,. 'I Pir' y

IBMp_

,`.,

t:?k;x-P ^.;zk^ =Sri(d:

'v,Py xr`r#y^^'1^^^rik' . CMY ^ !r'Lj

fin"' i +` S

f14'Y'f 5 irdlYx.a^ycflwy,ra; 3^,°rx.IN

J•ri,r., f"h5^, „dt,1+}^ys,'f. 1r

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W f.& Tis^p3 g _

^^-et'L,,GU-„U2^ $ea~g';$+;r-.s

b Net investment income - (if negative enter -°-) Fil^,'è^' iYP Y Tvt ^`'S t„'',^N °• -^'Y;^r

113 8 ,_316. x" i' 1 'tW Cr't?'^!^^:.c Adjusted net income If negative , enter -o- )

lk`>;, rla,^"mxr:^S- z*I>; °'ûfl= ^J r^ ? 4

, cry .ENVr (', 0

'%V1

f'sa )r° qti IM'I,aX

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8

723501 01 - 03-18 LHA For Paperwork Reduction Act Notice , see instructions. F_ 990-PF (2017)1 `

10221102 149481 0000126749.E001 2017.04030 THE SPANX BY SARA BLAKELY 00001262

THE SPANX , BY SARA BLAKELY FOUNDATION,Form 990-pp (2017) . INC 2 0- 5 O R R R Pane 9

• l

;P'art^ll " Balance Sheets Attached schedules and amounts in the description Beginning of year End of yearcolumn should be for end-ol-yearamounts only (a) Book Value (b) Book Value (c) Fair Market Value

1 Cash - non-interest-bearing -

2 Savings and temporary cash investments 1,413,812. 488,286. 488,286.\3 Accounts receivable ►

Less allowance for doubtful accounts ►4 Pledges receivable ► c,,;, F^; t ,•,

Less allowance for doubtful accounts ►5 Grants receivable

6 Receivables due from officers, directors, trustees, and other

disqualified persons

7 Other notes and loans receivable ► }^` vt't' 17:'r k.k'Gk} Ly.tS'u' iJ^'t, ^_ya *d r 11 ,x,<-. u7.JINRY. `L.. ! k k x r s i L"* YIt^'''

Less allowance for doubtful accounts ►j2 8 Inventories for sale or use }

N 9 Prepaid expenses and deferred charges -

a 10a Investments'- U S. and state government obligations

b Investments - corporate stock STMT 7 10 , 451,230. 12,841,001. 15,469,619.c Investments - corporate bonds STMT 8 4,840,238. 4,441,431. 4,448,863.

11 investments land buildings and equipment basis ► 0 `^' ;^ ^} ^ î? s° ir; ^^'o ^;, F > y ;{µi+ay f 'f^ ^' ^^rt"$' f d^

Less accumulated deprec i ation ►

12 Investments - mortgage loans

13 Investments - other STMT 9 4,457,060. 3,592,297. 3,900,322.14 Land, buildin g s, and e q ui p ment: basis ► :,vl i:Y;x^rsn s. 4.,}w

r a flu r ti r' , h71 ka; r M, ^ . ' 2t ^}oa, i "iti, r'iir F4 a , r"

, „_f !`,,; }1:;^'t; t^:.t?. ____ ___

Less accumulated depreciation ►

15 Other assets (describe ► ) -

16 Total assets (to be completed by all filers - see the

instructions. Also see pa g e t Item I 21 , 162 , 340. 21 , 363 , 015. 24 307 , 090.17 Accounts payable and accrued expenses a""`' ¢as^^°"

`fi

18 Grants payable^La â , Fr k^^

, 19 Deferred revenue L^yq{fy v1 .,;= a -ikr

20 Loans from officers dnsclors . Puslsss , and other disqualified persons1

tTa , n ^• r^f',b "^n ' ^"'^{ 'q

21 Mortgages and other notes payable, . .

22 Other liabilities (describe ► i;.i

_

23 Total liabilities ( add lines 17 throu g h 22 ) 0 0t "Fâfi

Foundations that follow SFAS 117, check here ► Qand lines 30 and 31and complete lines 24 through 26

y^k,^ syr'^

r' •` ,â^, ,

W 24 Unrestricted

25 Temporarily restricted pl, : '`C 1 r

26 Permanently restricted

► EK

Gl

Foundations that do not follow SFAS 117 , check here I 'j,

xI.L. and complete lines 27 through 31

27 Capital stock, trust principal, or current funds 22, 461 797. 21 , 16 2 , 340 .4 r .

28 Paid -in or capital surplus, or land, bldg., and equipment fund 0. 0 . yE -'

41Z

29 Retained earnings, accumulated income, endowment, or other funds30 Total net assets or fund balances

-1 , 299 , 457.21, 162 340.

200 , 675 .21, 363 015

31 Total liabilities and net assets/fund balances 21 , 162 340, 21 , 363 015.

rPait"'Illy Analysis of Changes in Net Assets or Fund Balances -

1 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 21,162,3402 Enter amount from Part I, line-27a 2 19 7 , 6 7 5

3 Other increases not included in line 2 ( itemize ) ► SEE STATEMENT 6 3 3 0 0 0 .

4 Add lines 1, 2, and 3 4 21, 3 6 3 , 015 .5 Decreases not included in line 2 ( itemize) ► 5 0

6 -Total net assets or fund balances at end of. ear ( line 4 minus line 5 - Part II column ( b ), line 30 - - 6 _21, 3 6 3 , 015

Form 990-PF (2017)723511 01-03-18

21022 1102 149481 0000126749.E001 2017.04030 THE SPANX BY SARA BLAKELY 00001262

0 •THE SPANX BY SARA BLAKELY FOUNDATION,

Form 990-PF (2017) INC 20-5088833 Part IV Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind ( s) of property sold (for example , real estate,2-story brick warehouse , or common stock, 200 shs . MLC Co. )

( b How acquiredPurchase

D Donation

( c) Date acquired( mo., day, yr.)

( d) Date sold(mo., day, yr.)

1a WELLS FARGO GAIN/ LOSSES P VARIOUS VARIOUS

b TOTAL CAPITAL GAIN DISTRIBUTION P VARIOUS VARIOUS

c K-1 GAIN/LOSSES P VARIOUS VARIOUS

d

e

(e) Gross sales price (f) Depreciation allowed( or allowable )

( g) Cost or other basisplus expense of sale

h Gain or (loss)((e) plus ( f) minus (g))))

a 12,612,421. 0. 11,885,330. 730,356.b 40,738. 0. 40,738.c 0. 2 , 548 . - 2 , 548.d

eComplete only for assets showing gain in column ( h) and owned by the foundation on 12/31/69 ( I) Gains ( Col. (h) gain minus

(i) FMV as of 12/31/69()) Adjusted basisas of 12/31/69

( k) Excess of col. (i)over col . ( I), if any

coht h an-0-) orcol . (

k),bu t

(fromle ss

a 730,356.b 40,738.c -2,548.d

e

2 Capital gain net income or (net capital loss )r If gain, also enter in Part I, line 7L If (loss), enter -0- in Part I, line 7 2 768,546.

3 Net short-term capital gain or (loss) as dofinod in suctions 1222(5) and (6)If gain, also enter in Part I, line 8, column (c).If ( loss ), enter -0 - in Part I line 8 3 0.

rare v I wuanrrcatron unuer aecuon ' ulef our rieuuuea r ax on rveo in vestmen t income

(For optional use by domestic private foundations subject to the suction 4040(a) tax on net investment income )

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 1012 tax on the distributable amount of any year in the ba3c pci iod^ Q 'i ea X Nu

If "Yes," the foundation doesn't qualify under section 4940 ( e). Do not complete this part.

1 Enter the aaorooriate amount in each column for each year. see the instructions before making any entries.

Base period yearsCalendar year ( or tax year be g innin g in ) (b)Adjusted qualifying distributions (c)Net value of noncharitable-use assets

Distribution ratio( col. ( b ) divided by col. ( c ))

2016 1,186,201. 21,647,588. .0547962015 1 , 160,716. 22,761,612. .0509942014 962 373. 23,342,382. .0412292013 609,592. 19,184 959. .0317742012 511,576. 16,326,946. .031333

2 Total of line 1, column (d) 2 .2101263 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5.0, or by the number of years

the foundation has been in existence if less than 5 years 3 . 0 4 2 0 2 5

4 Enter the net value of noncharitable-use assets for 2017 from Part X, line 5 4 23,141,664.

5 Multiply line 4 by line 3 s 972, 528 .

6 Enter 1% of net investment income (1% of Part I, line 27b) 6 11 , 383.

7 Add lines 5 and 6 7 983,911.

8 Enter qualifying distributions from Part XII, line 4 8 989,915.

If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate.See the Part VI instructions.

723521 01-03-18 Form 990-PF (2017)


• 5 •THE SPANX BY SARA BLAKELY FOUNDATION,

Form 990-PF ( 2017 ) INC 20-508 8833 Part VI Excise Tax Based on Investment I ncome (Section 4940 (a) , 4940 (b) , 4940 (e) , or 4948 -see instructions

la Exempt operating foundations described in section 4940(d)(2), check here 10. = and enter "N/A" on line 1. Q,G''•

Date of ruling or determination letter. (attach copy of letter if necessary-see instructions ) i

b Domestic foundations that meet the section 4940(e) requirements in Part V, check here ► OX and enter 1% 11 , 383

of Part I, line 27b51 ^" HX

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 11 383

4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only, others, enter -0-) 4 0

5 Tax based on investment income . Subtract line 4 from line 3. If zero or less, enter -0- 5 11 , 383

6 Credits/Payments' r^.,; ' e^f,,uFr^'•,p ,^^,,^^ ;^.^^.;^^y^^,

a 2017 estimated tax payments and 2016 overpayment credited to 2017 6a 12,229. ^h4'}='AFb Exempt foreign organizations - tax withheld at source 6b 0.

c Tax paid with application for extension of time to file (Form 8868) 6c 8,000. ;.. r = ,; r , • :i••<,i r =; ,"

d Backup withholding erroneously withheld 6d 0.

7 Total credits and payments Add lines 6a through 6d 7 20, 229 .

8 Enter any penalty for underpayment of estimated tax. Check here Q 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

10. Overpayment . If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 10 8 , 8 4 6

11 Enter the amount of line 10 to be' Credited to 2018 estimated tax 8 , 8 4 6 Refunded 10, 11 0Part,,VIITA' Statements Regarding Activities

la During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in Yes No

any political campaign? - 1a X

b Did it spend more than $100 during the year (either directly or indirectly) for political purposes2 See the instructions for the definition lb XG t- y -i =j:tikIf the answer is "Yes" to la or tb, attach a detailed description of the activities and copies of any materials published or

distributed by the foundation in connection with the activities. r,^`a+

c Did the foundation file Form 1120 -POL for this year? 1c X

d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation ► $ 0. (2) On foundation managers ► $ 0. r u 4,F t1f

e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation

managers ► $ 0.

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

4a Did the foundation have unrelated business gross income of $1,000 or more during the years 4a X -

b If "Yes," has it filed a tax return on Form 990 -T for this year? N/A 4b

5 Was there a liquidation, termination, dissolution, or substantial contraction during the years 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 T{r,

• By language in the governing instrument, or i°,

21• 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 years If 'Yes," complete Part II, col. (c), and Part XV 7 X

8a Enter the states to which the foundation reports or with which it is registered. See instructions.

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 G9 If "No," attach explanation 8b X

9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(1)(3) or 4942(j)(5) for calendar { A '?

year 2017 or the tax year beginning in 20172 See the instructions for Part XIV. If "Yes," complete Part XIV 9 X

10 Did any oersons become substantial contributors durino the tax year? If "Yes.' attach a schedule list,na the,r names and addresses n

Form 990-PF (2017)

723531 01-03-18

X

4 •-,10221102 149481 0000126749.E001 2017.04030 THE SPANX BY SARA BLAKELY 00001262

•THE SPANX BY SARA BLAKELY FOUNDATION,

Form 990-PF ( 2017 ) INC 20-5088833 ;Pact.,1/11=A , Statements Regarding Activities (continued)

No11 At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of

section 512(b)(13)2 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 SEE STATEMENT 10 12 X

13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 1 13 1 X

Website address ► WWW. SAR.ABLAKE LYFOUNDATION. COM

14 The books are in care of ► EMILY LUKE Telephone no ► 6 7 8 - 5 0 0 -12 7 8Located at ► 3 0 3 5 PEACHTREE ROAD NE, SUITE 200, ATLANTA, GA ZIP+4 ►3 0 3 0 5

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 N/A

16 At any time during calendar year 2017, did the foundation have an interest in or a signature or other authority over a bank, Yes No

securities, or other financial account in a foreign country? 16 X

See the instructions for exceptions and fil i ng requirements for FmCEN Form 114. If "Yes," enter the name of the

forei g n countr y 10,art'VII=B; 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

la Durin g the year, did the foundation ( either directl y or indirectl y) •

(1) Engage in the sale or exchange , or leasing of property with a disqualified person' Yes No `•': 4 +y'

( 2 ) Borrow mone y from, lend mone y to, or otherwise extend credit to ( or acce p t it from ) f'j,v'r; v,

ka dis q ualified person? XYes No(3) Furnish goods , services, or facilities to ( or accept them from) a disqualified person? OX Yes Q No

(4) Pay compensation to, or pay or reimburse the expenses of, a disqual i fied person? Yes OX No r''?•i , , ' ,

(5) Transfer any income or assets to a disqualified person ( or make any of either available

for the benefit or se of a dis alified er n ?

fr° v4 ,;;1) F

c)u qu p so Yes No1 ^

h'

O6 A g ree to p ay money or p ro p erty to a g overnment official? Exce ption. Check "No"(r fa

fr• ''' ,

1 +

5th+'=

if the foundation agreed to make a grant to or to employ the official for a period after'4 :fi t

termination of government service , if terminating within 90 days. ) Yes No ',, ^? •^^*^^',• r -^„

b If any answer is "Yes" to ta(1)-(6), did any of the acts fail to qualify under the exceptions described in RegulationsZ

section 53 4941(d)-3 or in a current notice regarding disaster assistance? See instructions 1b X

Organizations relying on a current notice regarding disaster assistance , check here ► yL "^7} ,Id";,;

c Did the foundat i on engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected ^L"+ibefore the first day of the tax year beginning in 20172 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 (l)(3) or 4942(j)(5)) Urjx} nK . $` _4

a At the end of tax year 2017 , did the foundation have any undistributed income ( lines 6d and Be, Part XIII) for tax year(s) beginning ,,,

before 20179 Yes No,N - "> ti`

If "Yes," list the years ►idvk } i Ov,}

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 N/A 2bc If the provisions of section 4942( a)(2) are being applied to any of the years listed in 2a, list the years here. } 1^.fi 1j1^

3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any timeduring the years Yes No

b If "Yes," did it have excess business holdings in 2017 as a result of (1) any purchase by the foundation or disqualified persons after ,t µ.'^- • ; .ir,.

May 26, 1969 , ( 2 ) the lapse of the 5 -year p eriod ( or lon g er p eriod a p proved b y the Commissioner under section 4943(c)(7)) to dis p ose

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 2017.) N/A 3b

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' f=r=:had not been removed from j eo p ardy before the first day of the tax y ear be g innin g in 20172 4b X

Form 990-PF (2017)

723541 01-03-18


THE SPAN•Y SARA BLAKELY FOUNDATION, •, Form 990-PF (201 -5088833 Page6

5a During the year, did the foundation pay or incur any amount to ^ Yes NO

(1) Carry on propaganda , or otherwise attempt to influence legislation (section 4945 (e))' EJ Yes O No ^,y.^ ,r^, 4 • * j}„(2) Influence the outcome of any specific public election ( see section 4955), or to carry on, directly or indirectly,

,

r

_ YIf

any voter registration drive? Yes 0 No

(3) Provide a grant to an individual for travel, study , or other similar purposes? Yes EX No

(4) Provide a grant to an organization other than a charitable, etc ., organization described in section ;M1lY; 4 y,

4945 ( d)(4)(A)9 See instructions YeS No a7a.,,"( i?^` 1(5) Provide for any purpose other than religious , charitable, scientific , literary, or educational purposes , or for

the prevention of cruelty to children or animals? . Li Yes Nob If any answer is 'Yes" to 5a(1)-(5 ), did any of the transactions fail to qualify under the exceptions described in Regulations ;`FT yw s1 A5

section 53.4945 or in a current notice regarding disaster assistance ? See instructions N/A 5bOrganizations relying on a current notice regarding disaster assistance , check here ► ' ' ''..1 ; ' F

c If the answer is "Yes" to q uestion 5a ( 4 ) , does the foundation claim exem p tion from the tax because it maintained

expenditure responsibility for the grant? N/A Q YesIf "Yes," attach the statement required by Regulations section 53.4945-5(d). s.•-

6a Did the foundation, during the year, receive any funds, directly or indirectly , to pay premiums on

a personal benefit contract? Li Yes EKNo "'-b Did the foundation , during the yoar, pay premiums, directly or indirectly , on a personal benefit contract? 6b X

If 'Yes" to 6b, file Form 8870

7a At anyy limo durin g the tax year, was the foundation a to a p rohibited tax shelter transaction '' YesY p ar ty ^ ^X No ' ';^awua+x wLSN;Fw

b If "Yes" did the foundation receive anyproceeds or have any not income attributable to the transaction ' N/A 7bart„ III - Information About Officers , Directors , Trustees, Foundation Managers , Highly

Paid Employees , and Contractors1 List all officers. directors, trustees. and foundation managers and their comoensatton.

(a) Name and address(b) Title, and average

hours per week devotedto p osition

(c) Compensation( If not paid ,enter -0 -)

( d) Contnbuuons to

emp andedeterrredplanscompensation

(e) Ex p enseaccount, otherallowances

SEE STATEMENT 11 0. 0. 0.

z c omoensatuon or rive ntanest-oats emoiovees Cotner than those included on line n It none- enter "NONE."

(a) Name and address of each employee paid more than $50,000(b) Title, and average

hours per weekdevoted to p osition

(c) Compensation(d) Contributions to

andemp andsdeefterreel

redplans

compensation

(e) Expenseaccount, otherallowances

NONE

Total number of other employees paid over $50,000 ► 1 0

Form 990-PF (2017)

723551 01-03-18


THE SPANX BY SARA BLAKELY FOUNDATION,Form 990-PF ( 2017 ) INC 20-5088833 Part VIII Information About Officers, Directors, Trustees , Foundation Managers, Highly

Paid Employees, and Contractors (continued)3 Fi ve highest-paid independent contractors for professional services . If none , enter " NONE."

(a) Name and address of each person paid more than $50,000 (b) Type of service (c) Comp ensation

WELLS FARGO - 420 MONTGOMERY STREET, SANFRANCISCO, CA 94104 INVESTMENT MANAGER 138,373.

Total number of others receivin over 50 000 for p rofessional services ► 0tart 1A-A I .7urnrn27ry U1 ulreCL l.Ii arILUU a MGUV1uC5

List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical information such as theExpensesnumber of organizations and other beneficiaries served, conferences convened, research papers produced, etc.

1SEE ATTACHED STATEMENT - ATCH 13

2

3

A

16,842.

i'art IA-ts I Summary of Proaram-Related InvestmentsDescribe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount

N/A

2

All other program-related investments. See instructions.

3

Total. Add lines 1 throu g h 3 ► 0.

Form 990-PF (2017)

723561 01-03-18


THE SPANX BY SARA BLAKELY FOUNDATION,

Form 990-PF (2017) INC 20-5088833

Part X 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 la 22,975,954.b Average of monthly cash balances 1b 518,121.

c Fair market value of all other assets 1c

d Total (add lines la, b, and c) 1d 23, 4 9 4 , 0 7 5 .e Reduction claimed for blockage or other factors reported on lines la and

1c (attach detailed explanation) le 0. _

2 Acquisition indebtedness applicable to line 1 assets 2 0 .

3 Subtract line 2 from line td 3 23, 494,075 .4 Cash deemed held for charitable activities Enter 1 1/2% of line 3 (for greater amount, see instructions) 4 352 , 411 .5 Net value of noncharitable - use assets . Subtract line 4 from line 3. Enter here and on Part V, line 4 5 23 , 141 , 6 6 46 Minimum investment return Enter 5% of line 5 6 1 157 , 083Part XI Distributable Amount (see instructions) (Section 4942(l)(3) and (I)(5) private operating foundations and certain

foreign organizations, check here ► = and do not complete this part.)

1 Minimum investment return from Part X, line 6 1 1,157,083.2a Tax on investment income for 2017 from Part VI, line 5 2a 11,383.b Income tax for 2017 (This does not include the tax from Part VI.) 2b

c Add lines 2a and 2b 2c 11 , 3 8 3 .3 Distributable amount before adjustments. Subtract line 2c from line 1 3 1,145,7004 Recoveries of amounts treated as qualifying distributions 4 3 0 0 0

5 Add lines 3 and 4 5 1 , 148,700 .6 Deduction from distributable amount (see instructions) 6 0

7 Distributable amount as ad justed Subtract line 6 from line 5 Enter here and on Part XIII , line 1 7 1 148 700

Part I Qualifying Distributions (see instructions)

1 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes*

a Expenses, contributions, gifts, etc - total from Part I, column (d), line 26 1a 989,915.b Program-related investments - total from Part IX-B lb 0.

2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes 2

3 Amounts set aside for specific charitable projects that satisfy the. _

a Suitability test (prior IRS approval required) 3a

b Cash distribution test (attach the required schedule) 3b

4 Qualifying distributions Add lines la through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 4 989 , 915.5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income Enter 1% of Part 1, line 27b 5 11 , 383.6 Adjusted qualifying distributions . Subtract line 5 from line 4 6 978,532.

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 (2017)

723571 01-03-18


' 0 •THE SPANX BY SARA BLAKELY FOUNDATION,

Form 990-PF (2017) INC 20-5088833

Part XIII Undistributed Income (see instructions)

(a) (b) (c) (d)Corpus Years prior to 2016 2016 2017

1 Distributable amount for 2017 from Part XI,

llne7 1,148,700.2 Undistributed income , if any, as of the end of 2017

a Enter amount for 2016 only 978,435.b Total for prior years*

2015 , 2014 , 2013 0. I3 Excess distributions ca rryover, if any, to 2017

a From 2012

b From 2013

c From 2014

d From 2015

e From 2016

f Total of tines 3a throu gh e 0 .

4 Qualifying distributions for 2017 from

Part Xll, line 4 ► $ 989,915.a Applied to 2016, but not more than line 2a 978,435.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 2017 distributable amount 11,480.

e Remaining amount distributed out of corpus 0.

5 Excess distributions carryover applied to 2017 0. 0.(if an amount appears in column ( d) the same amountmust be shown in column (a))

6 Enter the net total of each column asindicated below:

a Corpus Add lines 3t , 4c and 4e Subtract line 5 0.

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 ofdeficiency has been issued , or on whichthe section 4942(a) tax has been previouslyassessed 0 .

d Subtract line 6c from line 6b Taxable

amount - see instructions 0 .

e Undistributed income for 2016 Subtract line

4a from tine 2a. Taxable amount - see instr. 0 .

f Undistributed income for 2017 Subtract

lines 4d and 5 from line 1 This amount must

be distributed in 2018 1 , 13 7 , 2 2 0 .

7 Amounts treated as distributions out of

corpus to satisfy requirements imposed by

section 170(b)(1)(F) or 4942(g)(3) (Election

may be required - see instructions) 0 .

8 Excess distributions carryover from 2012

not applied on line 5 or line 7 0 .

9 Excess distributions carryover to 2018.

Subtract lines 7 and 8 from line 6a 0 .

10 Analysis of line 9-

a Excess from 2013

b Excess from 2014

c Excess from 2015

d Excess from 2016

e Excess from 2017

723581 01-03-18 Form 990-PF (2017)


0 •THE SPANX BY SARA BLAKELY FOUNDATION,

Form 990-PF ( 2017 ) INC 20 - 5088833 Part XIV Private Operating Foundations (see instructions and Part VII -A, question 9) N/A

,1 a If the foundation has received a ruling or determination letter that it is a private operating

foundation, and the ruling is effective for 2017, enter the date of the ruling lo. Ib Check box to indicate whether the foundation is a p rivate o eratin foundation described in section 4942 (j)( 3 ) or 4942 0)( 5f

2 a Enter the lesser of the adjusted net Tax year Prior 3 years

income from Part I or the minimum ( a) 2017 ( b) 2016 ( c) 2015 ( d) 2014 (e) Total

investment return from Part or

each year listed

b 85% of line 2a

c Qualifying distributions from Part XII,

line 4 for each year listed

d Amounts included in line 2c not

used directly for active conduct of

exempt activities

e Qualifying distributions made directly

for active conduct of exempt activities.

Subtract line 2d from line 2c3 Complete 3a , b, or c for the

alternative test relied upona "Assets" alternative test - enter

(1) Value of all assets

(2) Value of assets qualifyingunder section 4942 ( I)(3)(B)(i)

b "Endowment ' alternative test - enter2/3 of minimum investment returnshown in Part X, line 6 for each rlisted

c "Support' altern est - enter

(1) Total pport other than grossinvestment income ( interest,dividends , rents, payments onsecurities loans ( section512(a)(5 )), or royalties)

(2) Support from general publicand 5 or more exemptorganizations as provided insection 4942 ( I)(3)(B)(ui)

(3) Largest amount of support from

an exempt organization

( 4 ) Gross investment incomePart'XV, , 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 taxyear (but only if they have contributed more than $5,000). (See section 507(d)(2).)

SARA BLAKELY

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 orother entity) of which the foundation has a 10% or greater interest

2 Information Regarding Contribution, Grant , Gift, Loan, Scholarship , etc., Programs:

Check here 10, [K if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. Ifthe foundation makes gifts, grants, etc , to individuals or organizations under other conditions, complete items 2a, b, c, and d

a The name, address, and telephone number or email address 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:

723601 of-03 - 18 Form 990-PF (2017)10


0 C7THE SPANX BY SARA BLAKELY FOUNDATION,

Form 990-PF ( 2017 ) INC 20-5088833 Part XV Supplementary Information (continued)

3 Grants and Contributions Paid Durin the Year or Approved for Future Pa ment

Recipient If recipient is an individual,show any relationship to Foundation Purpose of grant or

Name and address (home or business) any foundation manageror substantial contributor

status ofrecipient

contribution Amount

a Paid during the year

2017 GIFTS- SEE ATTACHMENT - ATCH 12

VARIOUS VA 00000

ONE ARIOUS ENERAL

59 166.

Total 3a 954 166.

b Approved for future payment

NONE -

Total 10- 3b 1 0.

Form 990-PF (2017)723611 01-03-18


0 0THE SPANX BY SARA BLAKELY FOUNDATION,

Form 990-PF (2017) INC 20-5088833

Part XVI-A Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated Unrelat ed business income Excluded by section 512, 513, or 514 (e).

1 Program service revenue

aBusinesscode Amount

(°E9oncode

(d)Amount

Related or exemptfunction income

ab

cd

ef

g Fees and contracts from government agencies

2 Membership dues and assessments

3 Interest on savings and temporary cash

investments 14 110,567.4 Dividends and interest from securities 14 369,145.5 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 14 6,984.8 Gain or (loss) from sales of assets other

than inventory 18 747,507.

9 Net income or (loss) from special events

10 Gross profit or (loss) from sales of inventory

11 Other revenue

a

b

c

d

e

12 Subtotal Add columns (b), (d), and (e) 0 . 1,234,203. 0 .13 Total Add line 12, columns (b), (d), and (e) 13 1,234,203.

(See worksheet in line 13 instructions to verify calculations.)

Part VI-B Relationship of Activities to the Accomplishment of Exempt Purposes


• STHE SPANX BY SARA BLAKELY FOUNDATION,

Form 990-PF ( 2017 ) INC 20-5088833 Part XVII Information Regarding Transfers to and Transactions and Relationships With Noncharitable

Exempt Organizations

1 Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) Yes No

(other than section 501(c)(3) organizations) or in section 527, relating to political organizations'

a Transfers from the reporting foundation to a noncharitable exempt organization of _

^

(1) Cash la ( l ) ~

^

X

(2) Other assets la ( 2 ) X

b Other transactions

(1) Sales of assets to a nonchantable exempt organization 1b 1 X

(2) Purchases of assets from a noncharitable exempt organization lb(2) X

(3) Rental of facilities, equipment, or other assets M311 X

(4) Reimbursement arrangements lb ( 4 )

(5) Loans or loan guarantees lb ( 5 ) X

(6) Performance of services or membership or fundraising solicitations lb ( 6 ) X

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1c X

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, otor services given by the reporting foundation If the foundation received less than fair market value in any transaction or sharing arrangement, sho

her ass

w in

ets,

(a) Name of organization (b) Type of organization (c) Description of relationship

N/A

SignHere

Paid

Under penalties of perjury , I declare that I have examined this return, including accompanying schedules and statements , and to the best of my knowledgeand bei,ef , ,t Jrue , correct , and complete Declarelion of pre erer (other than taxpayer ) is based on all infatuation of which preparer has any knowledge May the RS discuss t is

return with the prepare

VV,

shown below? See mstr

9+ atur ce r truste

Print/Type preparer's name Preparer's signature

RICHARD S WAGMAN

10221102

2a Is the foundation directly or indirectly affiliated with, or related to, one or more tax - exempt organizations described

in section 501(c) (other than section 501 ( c)(3)) or in section 527? Yes Q No

b If 'Yes," complete the following schedule.

0

Schedule B I Schedule of Contributors

10

(Form 990, 990-EZ,POP- Attach to Form 990, Form 990-EZ, or Form 990-PF.

or 990-PF)department of the Treasury

Go to www.irs.gov/Form990 for the latest information.

Internal Revenue Service 2017Name of the organization I Employer identification number

THE SPANX BY SARA BLAKELY FOUNDATION,

20-5088833Organization type (check one)

Filers of: Section:

Form 990 or 990-EZ Q 501 (c)( ) (enter number) organization

0 4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF OX 501(c)(3) exempt private foundation

4947 (a)(1) nonexempt charitable trust treated as a private foundation

0 501(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

OX For an organization filing Form 990, 990- EZ, or 990-PF that received, during the year, contributions totaling $5 , 000 or more (in money or

property ) from any one contributor Complete Parts I and II See instructions for determining a contributor ' s total contributions

Special Rules

Q For an organization described in section 501 (c)(3) 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), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13 , 16a, or 16b, and that received from

any one contributor , during the year, total contributions of the greater of (1) $5,000, or (2) 2% of the amount on (I) Form 990 , Part VIII , line 1h,

or (u) Form 990-EZ , line 1 Complete Parts I and II

For an organization described in section 501 (c)(7), (8), or ( 10) filing Form 990 or 990-EZ that received from any one contributor, during the

year, total contributions of more than $ 1,000 exclusively for religious , charitable , scientific, literary, or educational purposes, or for

the prevention of cruelty to children or animals Complete Parts I, II, and III

Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990, 990-EZ, or 990-PF),

but it must answer "No" on Part IV, line 2, of its Form 990, or check the box on line H of Its Form 990-EZ or on its Form 990-PF, Part I, line 2, to

certify that it doesn't meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF)

LHA 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) (2017)

For an organization described in section 501 (c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor, during the

year, contributions exclusively for religious, charitable, etc , purposes, but no such contributions totaled 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 Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively

religious, charitable, etc , contributions totaling $5,000 or more during the year ► $

0MB No 1545-0047

723451 11-01-17

• 0Schedule B (Form 990, 990-EZ, or 990-PF) (2017) Page 2

Name of organization Employer identification number

THE SPANX BY SARA BLAKELY FOUNDATION,INC 20-5088833

(Part I Contributors (see instructions) Use duplicate copies of Part I if additional space is needed.

(a)

No.

(b)

Name , address , and ZIP + 4

(c)

Total contributions

(d)

Type of contribution

1 VANESSA CARLTON Person 0

235 PARK AVENUE SOUTH - 9TH FLOOR $ 5,000.Payroll Q

Noncash

NEW YORK, NY 10003

(Complete Part II for

noncash contributions )

(a)

No.

(b)

Name , address, and ZIP + 4

(c)

Total contributions

(d)


2 SPANX, INC. Person FXU

3035 PEACHTREE RD NE, STE 200 $ 97,116.Payroll

Noncash

ATLANTA, GA 3 0 3 2 6(Complete Part II for


( a)

No.

(b)


(c)

Total contributions

(d)


Person

$

Payroll

Noncash



(a)

No.

(b)


(c)

Total contributions

(d)


Person

$

Payroll

Noncash



(a)

No.

(b)


(c)

Total contributions

(d)


Person

$

Payroll

Noncash



(a)

No.

(b)


(c)

Total contributions

(d)


Person

$

Payroll

Noncash Q

(Complete Part II fornoncash contributions )

723452 11-01-17

10221102 149481 0000126749.E001

Schedule 13 (Form 990 ,990-EZ, or 990 -PF)(2011)

152017.04030 THE SPANX BY SARA BLAKELY 00001262

! 0Schedule B (Form 990, 990-EZ, or 990-PF) (2017) Page 3

Name of organization Employer identification number

THE SPANX BY SARA BLAKELY FOUNDATION,INC 20-5088833

`Part - IIA Noncash PropertyLIT (see instructions) Use duplicate copies of Part II if additional space is needed

(a)

from

Part IDescription of noncash property given

MFMV (or estimate)

(See instructions.)

(d)Date received

(a)

(aNo.)

from

Part I

(b)

Description of noncash property given

(c)FMV (or

(See in

s estimate)

(

S

See i n structions.)ate received

(a)

from

Part I


(c)ee (or

instructions.)(See .)Date received

(a)

No.

from

Part I

(b)

Description of noncash property givenFMV

(c)

(SSee .)(See

(or

instructions.)Date received

(a)

No.

from

Part I

(b)Description of noncash property given

(c)

FMV (or estimate)

(See instructions.)

(d)Date received

(aNo.)

Part I

b


(c)

(or(SSee .)(See

or

instructions.)Date received

723453 11-01-17

10221102 149481 0000126749.E001

Schedule B (Form 990 , 990-EZ, or 990 -PF) (2017)

162017. 04030 THE SPANX BY SARA BLAKELY 00001262

0 SSchedule B (Form 990, 990-EZ, or 990-PF) (2017) Page 4Name of. organtzation Employer identification number

,THE SPANX BY SARA BLAKELY FOUNDATION,

INC 20-5088833Part III Exclusively religious , charitable , etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than 1,000 for

the year from any one contributor . Complete columns (a) through ( e) and the following line entry. For organizationscompleting Part III, enter the total of exclusively religious, charitable, etc , contributions of $1,000 or less for the year (Enter this info once) ►1lsa r1unlir•.ata r nnio¢ of Part I I I if nrlridinnnI cn-ro e nonrior'l

(a) No.fromPart I

(b) Purpose of gift (c) Use of gift (d) Description of how gift is held

(e) Transfer of gift

Transferee's name , address , and ZIP + 4 Relationshi p of transferor to transferee

(a) No.fromPart l




(a) No.fromPart 1




(a) No.fromPart I




723454 11-01-17

10221102 149481 0000126749.E001

Schedule B (Form 990 , 990-EZ , or 990 -PF) (2017)17

2017.04030 THE SPANX BY SARA BLAKELY 00001262

0THE SPANX BY SARA BLAKELY FOUNDATION, IN

FORM 990-PF OTHER INCOME STATEMENT 1

DESCRIPTION

OTHER INCOME

TOTAL TO FORM 990-PF, PART I, LINE 11

(A) (B) (C)REVENUE NET INVEST- ADJUSTEDPER BOOKS MENT INCOME NET INCOME

6,984. 62,308. 0.

6,984. 62,308. 0.

FORM 990-PF ACCOUNTING FEES STATEMENT 2

(A) (B) (C) (D)EXPENSES NET INVEST- ADJUSTED CHARITABLE

DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

PRICEWATERHOUSECOOPERS LLP 2,000. 1,000. 0. 1,000.

TO FORM 990-PF, PG 1, LN 16B 2,000. 1,000. 0. 1,000.

FORM 990-PF OTHER PROFESSIONAL FEES STATEMENT 3

DESCRIPTION

(A) (B) (C) (D)EXPENSES NET INVEST- ADJUSTED CHARITABLEPER BOOKS MENT INCOME NET INCOME PURPOSES

INVESTMENT MANAGEMENT FEES 138,373. 138,373. 0. 0.

TO FORM 990-PF , PG 1, LN 16C 138,373.

0

20-5088833

138,373. 0. 0.

FORM 990-PF TAXES STATEMENT 4

DESCRIPTION

FEDERAL TAXESFOREIGN TAXES PAID

TO FORM 990-PF, PG 1, LN 18

(A) (B) (C) (D)EXPENSES NET INVEST- ADJUSTED CHARITABLEPER BOOKS MENT INCOME NET INCOME PURPOSES

7,500. 0. 0. 0.0. 9,537. 0. 0.

7,500. 9,537. 0. 0.

18 STATEMENT(S) 1, 2, 3, 4


0

THE SPANX BY SARA BLAKELY FOUNDATION, IN 20-5088833

FORM 990-PF OTHER EXPENSES STATEMENT 5

(A) (B) (C) (D)EXPENSES NET INVEST- ADJUSTED CHARITABLE

DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

LEGAL FEES 5,525. 0. 0. 5,525.K-1 EXPENSES 0. 600. 0. 0.GRANT ADMIN FEES 12,382. 0. 0. 12,382.OTHER INVESTMENT EXPENSES 2,356. 694. 0. 0.PROGRAM EXPENSES 16,842. 0. 0. 16,842.

TO FORM 990-PF, PG 1, LN 23 37,105. 1,294. 0. 34,749.

*THIS FIGURE INCLUDES $16,842 IN CHARITABLE PROGRAMS CONDUCTED DIRECTLY BTHE FOUNDATION - SEE PART IX-A FOR DETAILS

FORM 990-PF OTHER INCREASES IN NET ASSETS OR FUND BALANCES STATEMENT 6

DESCRIPTION AMOUNT

RECOVERY OF AMOUNTS TREATED AS QUALIFYING DISTRIBUTION INPRIOR YEARS 3,000.

TOTAL TO FORM 990-PF, PART III, LINE 3 3,000.

FORM 990-PF CORPORATE STOCK STATEMENT 7

FAIR MARKETDESCRIPTION BOOK VALUE VALUE

WELLS FARGO 12,841,001. 15,469,619.

TOTAL TO FORM 990-PF, PART II, LINE 10B 12,841,001. 15,469,619.

FORM 990-PF CORPORATE BONDS STATEMENT 8

FAIR MARKETDESCRIPTION BOOK VALUE VALUE

WELLS FARGO 4,441,431. 4,448,863.

TOTAL TO FORM 990-PF, PART II, LINE 10C 4,441,431. 4,448,863.

19 STATEMENT(S) 5, 6, 7, 8


THE SPANX BY-SARA BLAKELY FOUNDATION, IN 20-5088833

FORM 990-PF OTHER INVESTMENTS STATEMENT 9

DESCRIPTION

WELLS FARGO

TOTAL TO FORM 990-PF, PART II, LINE 13

VALUATIONMETHOD

COST

FAIR MARKETBOOK VALUE VALUE

3,592,297. 3,900,322.

3,592,297. 3,900,322.

FORM 990-PF EXPLANATION CONCERNING PART VII-A, LINE 12 STATEMENT 10QUALIFYING DISTRIBUTION STATEMENT

EXPLANATION V/

DURING ITS 2017 TAX YEAR , THE SPANX BY SARA BLAKELY FOUNDATION MADE A$315,000 GRANT TO A DONOR ADVISED FUND OVER WHICH A DISQUALIFIED PERSONHAS ADVISORY PRIVILEGES . THE GRANT HAS BEEN TREATED AS A QUALIFYINGDISTRIBUTION ON THIS RETURN . DISTRIBUTIONS WILL BE MADE FROM THE DONORADVISED FUND IN FURTHERANCE OF THE FOUNDATION ' S SECTION 170(C)( 2)(B)PURPOSES.

20 STATEMENT(S) 9, 10


•

THE SPANX BY SARA BLAKELY FOUNDATION, IN 20-5088833

FORM 990-PF PART VIII - LIST OF OFFICERS, DIRECTORS STATEMENT 11TRUSTEES AND FOUNDATION MANAGERS

NAME AND ADDRESS

SARA BLAKELY3035 PEACHTREE RD NE, STE 200ATLANTA, GA 30305

JOHN BLAKELY3035 PEACHTREE RD NE, STE 200ATLANTA, GA 30305

KIM JONES3035 PEACHTREE RD NE, STE 200ATLANTA, GA 30305

MICHELLE WOO3035 PEACHTREE RD NE, STE 200ATLANTA, GA 30305

BASSIMA MROUE3035 PEACHTREE RD NE, STE 200ATLANTA, GA 30305

EMPLOYEETITLE AND COMPEN- BEN PLAN EXPENSE

AVRG HRS/WK SATION CONTRIB ACCOUNT

DIRECTOR & PRESIDENT1.00 0. 0. 0.

DIRECTOR & VICE PRESIDENT0.01 0. 0. 0.

CFO2.00 0. 0. 0.

EXECUTIVE DIRECTOR35.00 0. 0. 0.

DIRECTOR0.01 0. 0. 0.

TOTALS INCLUDED ON 990-PF, PAGE 6, PART VIII 0. 0. 0.

21 STATEMENT(S) 11


0

FORM 990 PF , PART IX-A ATTACHMENT

In 2017, the Spanx by Sara Blakely Foundation continued to pursue its mission to elevate High Schoolwomen through the development of an educational program. Resources were dedicated to this endthrough the services of a web development agency servicing the back-end programming , and throughthe consulting services of an education specialist who conducted industry research , and provided areview and recommendation of the program ' s content

ATTACHMENT 13

STHE SPANX BY SARA BLAKELY FOUNDATION, INC. 20-5088833

FEDERAL FOOTNOTES

FORM 990 PF, PART VII-B, LINE 1A(3)

THE SPANX BY SARA BLAKELY FOUNDATION RECEIVES USE OF FACILITIESLEASED BY SPANX, INC., A SUBSTANTIAL CONTRIBUTOR. HOWEVER, BECAUSESPANX, INC. PROVIDES THIS SPACE WITHOUT CHARGE TO THE SPANX BY SARABLAKELY FOUNDATION, THERE IS NO SELF-DEALING AND FORM 4720 IS NOTREQUIRED TO BE FILED.

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