TY 2011 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation

Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0052

2011

For calendar year 2011, or tax year beginning 06-01-2011 , and ending 05-31-2012

Check all that apply:Initial returnInitial return of a former public charityFinal return

Amended returnAddress changeName change

Name of foundation
THE WAITE & GENEVIEVE PHILLIPS FDN

Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 5726 Room/suite

City or town, state, and ZIP code
SANTA FE, NM875025726

A Employer identification number

85-0335071

B Telephone number (see page 10 of the instructions)

(505) 983-4592

C If exemption application is pending, check here bullet

D 1. Foreign organizations, check here . bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation 2. Foreign organizations meeting the 85% test,
check here and attach computation bullet

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$10,848,434J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

E If private foundation status was terminated
under section 507(b)(1)(A), check here bullet

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

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments	4,429		4,429	4,429
4	Dividends and interest from securities......	521,953		521,953	521,953
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		-33,817
b	Gross sales price for all assets on line 6a 5,064,291
7	Capital gain net income (from Part IV, line 2)...			0
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......		8,061	8,061	8,061
12	Total. Add lines 1 through 11........	500,626		534,443	534,443
13	Compensation of officers, directors, trustees, etc.	81,100		11,725	14,075	55,300
14	Other employee salaries and wages......	25,285		12,423	10,289	2,573
15	Pension plans, employee benefits.......	46,076		18,193	6,373	21,510
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		6,766		6,766
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		13,002	1,847	6,727	4,427
19	Depreciation (attach schedule) and depletion...		8,298		8,298
20	Occupancy..............	13,298		3,682	2,633	6,983
21	Travel, conferences, and meetings.......	9,377			6,283	3,094
22	Printing and publications..........
23	Other expenses (attach schedule).......		7,535	3,694	1,052	2,789
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	210,737		51,564	62,496	96,676
25	Contributions, gifts, grants paid........	400,150				400,150
26	Total expenses and disbursements. Add lines 24 and 25	610,887		51,564	62,496	496,826
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-110,261
b	Net investment income (if negative, enter -0-)			482,879
c	Adjusted net income (if negative, enter -0-)...				471,947

For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.

Cat. No. 11289X Form 990-PF (2011)

Form 990-PF (2011)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............	82,823	161,411	161,411
	2	Savings and temporary cash investments..........	714,643	1,134,633	1,123,179
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........	10,221	8,390	8,390
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........	6,492,516	5,694,406	6,504,198
	c	Investments—corporate bonds (attach schedule)........	1,500,028	1,000,020	867,840
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	1,229,682	1,928,365	1,852,772
	14	Land, buildings, and equipment: basis 310,962
		Less: accumulated depreciation (attach schedule) 181,804	137,456	129,158	327,533
	15	Other assets (describe )	3,111	3,111	3,111
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	10,170,480	10,059,494	10,848,434
	17	Accounts payable and accrued expenses..........	3,388	2,662
	18	Grants payable...................
	19	Deferred revenue..................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )	7	7
	23	Total liabilities (add lines 17 through 22)..........	3,395	2,669
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund	6,266,409	6,266,409
	29	Retained earnings, accumulated income, endowment, or other funds	3,900,676	3,790,416
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	10,167,085	10,056,825
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	10,170,480	10,059,494

Part III	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	10,167,085
2	Enter amount from Part I, line 27a.....................	2	-110,261
3	Other increases not included in line 2 (itemize)	3	1
4	Add lines 1, 2, and 3..........................	4	10,056,825
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	10,056,825

Form 990-PF (2011)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1a
b
c
d
e

(e) Gross sales price		(f) Depreciation allowed (or allowable)	(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2
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 pages 13 and 17 of the instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . .		3

Part V

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? Yes No

If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2010	553,102	10,967,566	0.050431
2009	549,059	10,598,976	0.051803
2008	458,866	10,252,858	0.044755
2007	509,757	12,100,828	0.042126
2006	344,106	12,058,784	0.028536

2	Total of line 1, column (d) ......................	2	0.217651
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	0.043530
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	10,829,494
5	Multiply line 4 by line 3.......................	5	471,408
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	4,829
7	Add lines 5 and 6.........................	7	476,237
8	Enter qualifying distributions from Part XII, line 4..............	8	496,826
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 on page 18.

Form 990-PF (2011)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand 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	4,829
	hereand 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	4,829
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	4,829
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a	10,698
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	10,698
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	2
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	5,867
11	Enter the amount of line 10 to be: Credited to 2012 estimated tax5,867	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of

the instructions for definition)?............................

If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If “Yes,” attach a detailed description of the activities.

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....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If “Yes,” has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If “Yes,” attach the statement required by General Instruction T.

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?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.

Yes

Enter the states to which the foundation reports or with which it is registered (see page 19 of the

instructions) bullet

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 G? If “No,” attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2011 or the taxable year beginning in 2011 (see instructions for Part XIV on

page 27)? If “Yes,” complete Part XIV..........................

Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.

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 page 20 of the instructions) .......

Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?

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

Yes

Website address bullet

N/A

The books are in care of bullet

THE WAITE & GENEVIEVE PHILLIPS FDN Telephone no. bullet

(505) 983-4592

Located at bullet

525 E PALACESANTA FENM ZIP+4 bullet

875012046

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

At any time during calendar year 2011, did the foundation have an interest in or a signature or other authority over

a bank, securities, or other financial account in a foreign country? .................

See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet

Form 990-PF (2011)

Page 5

Part 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

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? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(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)?.................YesNo

(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.).........YesNo

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 page 20 of the instructions)?...

Organizations relying on a current notice regarding disaster assistance check here......... bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2011?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

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?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

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 page 20 of the instructions.) .........

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

Did the foundation hold more than a 2% direct or indirect interest in any business

enterprise at any time during the year?.....................YesNo

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.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

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?

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))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(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 page 22 of the instructions)...YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

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 page 22 of the instructions)?

Organizations relying on a current notice regarding disaster assistance check here......... bullet

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?............YesNo

If “Yes,” attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay

premiums on a personal benefit contract?....................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If “Yes” to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2011)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
ELLIOTT W PHILLIPS	VICE-CHAIRMAN 7.00	5,180	7,529	0
1615 S BRYAN PLACE 2 AMARILLO,TX79102	VICE-CHAIRMAN 7.00	5,180	7,529	0
JULIE PHILLIPS PUCKETT	CHAIRMAN-PRESIDENT 20.00	60,900	9,328	0
2810 S BONHAM AMARILLO,TX79109	CHAIRMAN-PRESIDENT 20.00	60,900	9,328	0
TOM COKER	VICE-PRESIDENT 3.00	8,135	8,619	0
2389 US HWY 283 SOUTH SEYMOUR,TX76380	VICE-PRESIDENT 3.00	8,135	8,619	0
VIRGINIA PHILLIPS	SECRETARY-TREASURER 7.00	0	0	0
1615 S BRYAN PLACE 2 AMARILLO,TX79102	SECRETARY-TREASURER 7.00	0	0	0
CONNIE J WOOTTON	ASST VICE-PRESIDENT 3.00	6,885	4,162	0
5476 WHITE FENCE ROAD CANYON,TX79015	ASST VICE-PRESIDENT 3.00	6,885	4,162	0

2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions). If none, enter “NONE.”
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









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

3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Form 990-PF (2011)

Page 7

Part IX-B

Summary of Program-Related Investments (see page 23 of the instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1


2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3.......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see page 24 of the instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

9,247,241

Average of monthly cash balances.......................

1,437,596

Fair market value of all other assets (see page 24 of the instructions)............

309,573

Total (add lines 1a, b, and c).........................

10,994,410

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

10,994,410

Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25

of the instructions) ...........................

164,916

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

10,829,494

Minimum investment return. Enter 5% of line 5..................

541,475

Part XI

Distributable Amount (see page 25 of the instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

541,475

Tax on investment income for 2011 from Part VI, line 5......

4,829

Income tax for 2011. (This does not include the tax from Part VI.)...

Add lines 2a and 2b............................

4,829

Distributable amount before adjustments. Subtract line 2c from line 1............

536,646

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

536,646

Deduction from distributable amount (see page 25 of the instructions)...........

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,

line 1................................

536,646

Part XII

Qualifying Distributions (see page 25 of the instructions)

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

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

496,826

Program-related investments—total from Part IX-B..................

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

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

496,826

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 page 26 of the instructions)............

4,829

Adjusted qualifying distributions. Subtract line 5 from line 4..............

491,997

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)

Page 8

Part XIII

Undistributed Income (see page 26 of the instructions)

		(a) Corpus	(d) 2011
1 Distributable amount for 2011 from Part XI, line 7			536,646
2 Undistributed income, if any, as of the end of 2011:
a Enter amount for 2010 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2011:
a From 2006.......
b From 2007.......
c From 2008.......
d From 2009.......	22,752
e From 2010.......	13,308
fTotal of lines 3a through e.........		36,060
4Qualifying distributions for 2011 from Part
XII, line 4: $ 496,826
a Applied to 2010, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see page 26 of the instructions)
c Treated as distributions out of corpus (Election required—see page 26 of the instructions)...
d Applied to 2011 distributable amount.....			496,826
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2011.		36,060	36,060
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of 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 page 27 of the instructions ...
e Undistributed income for 2010. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions ...........
f Undistributed income for 2011. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2011 ..........			3,760
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see page 27 of the instructions) ...........
8Excess distributions carryover from 2006 not applied on line 5 or line 7 (see page 27 of the instructions) .............
9Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2007....
b Excess from 2008....
c Excess from 2009....
d Excess from 2010....
e Excess from 2011....

Form 990-PF (2011)

Page 9

Part XIV

Private Operating Foundations (see page 27 of the instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2011, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2011	(b) 2010	(c) 2009	(d) 2008	(e) Total

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 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets” alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment” alternative test— enter 2⁄3 of minimum investment return shown in Part X, line 6 for each year listed...
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) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see page 27 of the instructions.)

1Information Regarding Foundation Managers:

aList 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).)

ALL ASSETS RECEIVED DIRECTLY OR IND

bList 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

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

Check here bullet

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 page 28 of the instructions) to individuals or organizations
under other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number of the person to whom applications should be addressed:

bThe form in which applications should be submitted and information and materials they should include:

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (2011)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
SEE ATTACHED SCHEDULE VARIOUS VARIOUS,TX79101		GOOD	GENERAL USE	400,150
Total ................................. 3a				400,150

bApproved for future payment

Total ................................. 3b

Form 990-PF (2011)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments			14	4,429
4 Dividends and interest from securities....			14	521,953
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6Net rental income or (loss) from personal property
7 Other investment income.....
8Gain or (loss) from sales of assets other than inventory			18	-33,817
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)..				492,565

13Total. Add line 12, columns (b), (d), and (e)..................

13492,565

(See worksheet in line 13 instructions on page 28 to verify calculations.)

Part XVI-B

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 the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See page 28 of the instructions.)

Form 990-PF (2011)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section

Yes

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

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

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

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 noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If “Yes,” complete the following 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 or fiduciary) is based on all information of which preparer has any knowledge.

	Signature of officer or trustee	Date	Title

Preparer's Signature	Date	Check if self- employed	PTIN
Firm's name Firm's address		Firm's EIN
		Phone no.

Form 990-PF (2011)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2011 AccountingFeesSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
BROSIER & BUCHANAN PTRS ACCOUNTING	6,766		6,766

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2011 GainLossSaleOtherAssetsSch

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Name	Date Acquired	How Acquired	Date Sold	Purchaser Name	Gross Sales Price	Basis	Basis Method	Sales Expenses	Total (net)
100,000 UNITES CREDIT SUISSE MED TRM BK NTS	2011-08	Purchased	2011-08		100,000		Cost	100,000
100 UNITS ALABAMA PWR CO SR NT SER JJ	2008-03	Purchased	2011-06		2,500	2,680	Cost		-180
100 UNITS ALABAMA PWR CO SR NT SER JJ	2008-03	Purchased	2011-06		2,500	2,679	Cost		-179
1,000 UNITS ALABAMA PWR CO SR NT SER JJ	2008-03	Purchased	2011-06		25,000	26,789	Cost		-1,789
2,80000 UNITS ALABAMA PWR CO SR NT SER JJ	2008-03	Purchased	2011-06		70,000	75,009	Cost		-5,009
600 SHS CHEVRON CORP NEW COM	1991-12	Purchased	2011-06		59,641	13,077	Cost		46,564
1,300 SHS CHEVRON CORP NEW COM	2003-05	Purchased	2011-06		129,222	45,398	Cost		83,824
2,600 SHS JOHNSON & JOHNSON COM	1989-05	Purchased	2011-06		170,130	16,302	Cost		153,828
9,100 SHS CLAYMORE SECS DEFINED PORTFOLIOS	2009-08	Purchased	2011-07		119,549	100,910	Cost		18,639
10,477 SHS FT UNIT 1214 STRATEGIC INCOME	2006-09	Purchased	2011-08		87,545	104,132	Cost		-16,587
100,000 UNITS CREDIT SUISSE MED TRM BK NTS	2010-08	Purchased	2011-08		84,660	100,004	Cost		-15,344
2,000 SHS COLGATE PALMOLIVE CO COM	2009-06	Purchased	2011-09		179,651	140,396	Cost		39,255
1,400 SHS COLGATE PALMOLIVE CO COM	2009-08	Purchased	2011-09		125,756	103,705	Cost		22,051
4,200 SHS CONSOLIDATED EDISON INC COM	2007-11	Purchased	2011-09		235,604	200,159	Cost		35,445
25,382 SHS FT UNIT 1266 STRATEGIC INCOME	2006-11	Purchased	2011-10	19981726	199,817	247,605	Cost		-47,788
5,000 SHS LEHMAN BROS HLDGS D CAP TR IV PFD SER L	2006-11	Purchased	2011-11		296	125,404	Cost		-125,108
2,800 SHS GENERAL MILLS INC COM	1998-11	Purchased	2011-11		108,679	51,329	Cost		57,350
1,700 SHS HEINZ H J COMPANY	2000-05	Purchased	2011-11		89,090	59,287	Cost		29,803
200,000 UNITS CREDIT SUISSE MED TRM BK NTS	2010-11	Purchased	2011-11		200,000	200,004	Cost		-4
400,000 UNITS CREDIT SUISSE MED TRM BK NTS	2010-12	Purchased	2011-12		400,000	400,004	Cost		-4
5,000 SHS CHESAPEAKE ENERGY CORP	2008-09	Purchased	2012-03		119,698	198,299	Cost		-78,601
2,410 UNITS AXIS CAPITAL HLDGS LTD SER A	2006-09	Purchased	2012-04		60,250	61,570	Cost		-1,320
5,000 UNITS BANK ONE CAP VI PFD SECS 7	2007-04	Purchased	2012-04		125,000	127,054	Cost		-2,054
1,349 UNITS BANK ONE CAP VI PFD SECS 7	2009-08	Purchased	2012-04		33,725	33,669	Cost		56
100,000 UNITS CREDIT SUISSE MTBN LKD TO PERF	2011-02	Purchased	2012-01		46,996	100,004	Cost		-53,008
200,000 UNITS CREDIT SUISSE MED TRM NT LKD	2011-05	Purchased	2012-01		84,996	200,004	Cost		-115,008
100,000 UNITS CREDIT SUISSE MTBN YLD LKD TO PERF	2011-05	Purchased	2012-01		47,996	100,004	Cost		-52,008
200,000 UNITS CREDIT SUISSE MED TRM BK NTS LKD	2011-08	Purchased	2012-01		105,796	200,004	Cost		-94,208
200,000 UNITS CREDIT SUISSE MED TRM BK NTS	2011-08	Purchased	2012-01		106,996	200,004	Cost		-93,008
200,000 UNITS CREDIT SUISSE MED TRM BK NTS	2011-12	Purchased	2012-03		200,000	200,004	Cost		-4
2,300 SHS GLAXOSMITHKLINE PLC SPONS ADR	2011-11	Purchased	2012-03		103,989	102,065	Cost		1,924
23,385 UNITS FT UNIT 1329 STRATEGIC CLOSED END	2007-01	Purchased	2012-01		206,154	248,535	Cost		-42,381
400,000 UNITS CREDIT SUISSE MTBN NT LKD PER ISHARES	2011-01	Purchased	2012-01		297,800	400,004	Cost		-102,204
4,000 SHS AT&T INC	2008-03	Purchased	2012-02		100,000	101,276	Cost		-1,276
5,000 SHS USB CAP VIII TR PFD	2006-11	Purchased	2012-02		125,000	125,204	Cost		-204
5,000 SHS CHESAPEAKE ENERGY CORP	2010-11	Purchased	2012-03		119,698	111,396	Cost		8,302
1,100 SHS CHEVRON CORP NEW COM	2003-05	Purchased	2012-03		117,183	38,414	Cost		78,769
2,000 SHS COCA COLA COMPANY	2009-08	Purchased	2012-03		142,721	99,418	Cost		43,303
1,500 SHS EXXON MOBIL CORP COM	1996-01	Purchased	2012-03		129,154	31,647	Cost		97,507
3,700 SHS GLAXOSMITHKLINE PLC SPONS ADR	2006-03	Purchased	2012-03		167,287	203,730	Cost		-36,443
3,500 SHS PROCTER & GAMBLE CO COM	2000-03	Purchased	2012-03		234,212	100,930	Cost		133,282

- TIN:

TY 2011 InvestmentsCorpBondsSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Name of Bond	End of Year Book Value	End of Year Fair Market Value
BNP PARIBAS US MTN NT PROGRAM LLC DUE 6/6/13 6.10%	200,004	188,800
CREDIT SUISSE MED TRM NOTE DUE 7/16/12 @ 8.30% 22546TBU4	200,004	112,140
CREDIT SUISSE MED TRM NOTE DUE 11/15/12 @ 0.00% 22546TGQ8	200,004	178,940
CREDIT SUISSE MED TRM NOTE DUE 12/17/12 @ 12.00% 22546THV6	200,004	187,960
CREDIT SUISSE MED TRM NOTE DUE 08/30/13 @ 0.00% 22546TSS1	200,004	200,000

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Name of Stock	End of Year Book Value	End of Year Fair Market Value
4400 SHS AFLAC INC COM	205,194	176,352
8900 SHS AT&T	222,268	304,113
400 SHS APPLE INC COM	221,825	231,092
2900 SHS CHEVRON TEXACO	205,531	285,099
5200 SHS COCA COLA	300,413	388,596
6000 SHS CONOCO PHILLIPS	235,820	312,960
2200 SHS CUMMINS INC	206,995	213,290
3700 SHS EXXON MOBIL	219,209	290,931
9000 SHS GENERAL MILLS	205,079	344,520
6000 SHS HEINZ H J COMPANY	220,800	318,480
3000 SHS HONEYWELL	173,226	166,980
6500 SHS JOHNSON & JOHNSON	313,181	405,795
2100 SHS MCDONALD CORP	204,084	187,614
11800 SHS MERCK & CO	356,695	443,444
3000 SHS NORFOLK SOUTHERN CORP	199,086	196,560
9000 SHS PFIZER INC COM	201,518	196,830
3000 SHS PHILLIPS 66 COM	70,082	90,090
2900 SHS PROCTOR & GAMBLE	156,945	180,641
8300 SHS VERIZON COMMUNICATIONS	278,183	345,612
4000 SHS WASTE MANAGEMENT	153,074	129,760
1590 SHS AXIS CAPITAL HOLDINGS	40,625	40,338
5000 SHS ASSURED GTY MUN HLDGS	125,654	115,500
5000 SHS BAC CAP TRUST 1	127,454	125,550
4000 SHS BAC CAP TRUST 11	102,178	99,080
5000 SHS BAC CAP TRUST XII	130,554	123,150
1651 SHS BANK ONE CAP VI	41,253	42,431
4000 SHS ENTERGY MISS 1ST	101,545	105,800
5000 SHS FLEET CAP TRUST VIII	127,304	126,600
5000 SHS MERRILL LYNCH CAP V	129,351	124,450
5000 SHS MORGAN STANLEY CAP TR VI CAP	128,754	119,300
8000 SHS NAT WEST ADR	185,860	170,800
4000 SHS NEXTERRA ENERGY CAP HLDG INC	104,666	102,440

- TIN:

TY 2011 InvestmentsOtherSchedule2

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Category/ Item	Book Value	End of Year Fair Market Value
5000 UNITS HARRIS CAP FUND EXCHANGE 7.37%	128,504	128,100
20319 UNITS 2647 BICK PORT	199,858	149,345
10000 HEALTHCARE TRUST OF AMERICA	200,000	200,000
20000 UNITS CARTER VALIDUS MISSION CRITICAL REIT	200,000	200,000
10000 UNITS UNITED DEVELOPMENT FUNDING IV	200,000	200,000
20000 UNITS AMERICAN REALTY CAPITAL TRUST III REIT	200,000	200,000
20000 UNITS KBS REIT III	200,000	200,000
20000 UNITS PHILLIPS EDISON-ARC	200,000	200,000
20199 UNITS FT UNIT 3440 GLOBAL EQUITY INC CLOSED	200,003	175,327
18519 UNITS FS INVESTMENT CORP	200,000	200,000

- TIN:

TY 2011 LandEtcSchedule2

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value
OFFICE BUILDING SITE	55,370		55,370
OFFICE BUILDING	245,906	172,319	73,587
OFFICE FURNITURE & EQUIPMENT	9,686	9,485	201

- TIN:

TY 2011 OtherAssetsSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
STATE PAYROLL TAX BOND	3,111	3,111	3,111
STATE PAYROLL TAX BOND	3,111	3,111	3,111
STATE PAYROLL TAX BOND	3,111	3,111	3,111

- TIN:

TY 2011 OtherAssetsSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
STATE PAYROLL TAX BOND	3,111	3,111	3,111
STATE PAYROLL TAX BOND	3,111	3,111	3,111
STATE PAYROLL TAX BOND	3,111	3,111	3,111

- TIN:

TY 2011 OtherAssetsSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
STATE PAYROLL TAX BOND	3,111	3,111	3,111
STATE PAYROLL TAX BOND	3,111	3,111	3,111
STATE PAYROLL TAX BOND	3,111	3,111	3,111

- TIN:

TY 2011 OtherExpensesSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
PROFESSIONAL MEMBERSHIPS	2,223	2,223
DIRECTORS AND OFFICERS LIAB INS	1,575	436	312	827
OFFICE EXP, POSTAGE & MISC	2,979	825	590	1,564
WORKERS COMP PREMIUM	758	210	150	398

- TIN:

TY 2011 OtherIncomeSchedule2

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
REIMBURSEMENT	4	4	4
CLASS ACTION SETTLEMENT	8,057	8,057	8,057

- TIN:

TY 2011 OtherIncreasesSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Description	Amount
ROUNDING	1

- TIN:

TY 2011 TaxesSchedule

Name:

THE WAITE & GENEVIEVE PHILLIPS FDN

EIN: 85-0335071

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FEDERAL EXCISE TAX FOR THE YEAR ENDED MAY 31, 2012	4,831		4,831
PAYROLL EXPENSES	8,171	1,847	1,896	4,427