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 01-01-2011 , and ending 12-31-2011

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

Amended returnAddress changeName change

Name of foundation
W MACK & JULIA S WATKINS
FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)722 WEST SHEPARD LANE 103ROOM/SUITE 103Room/suite

City or town, state, and ZIP code
FARMINGTON, UT840253845

A Employer identification number

45-6144344

B Telephone number (see page 10 of the instructions)

(801) 451-9500

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

$2,951,294J 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	Dividends and interest from securities......	72,956		72,956	72,956
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		-286,253
b	Gross sales price for all assets on line 6a 3,183,089
7	Capital gain net income (from Part IV, line 2)...
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).......
12	Total. Add lines 1 through 11........	-213,297		72,956	72,956
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		100			100
c	Other professional fees (attach schedule)....		24,271	24,271
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	24,371		24,271		100
25	Contributions, gifts, grants paid........	80,361				80,361
26	Total expenses and disbursements. Add lines 24 and 25	104,732		24,271		80,461
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-318,029
b	Net investment income (if negative, enter -0-)			48,685
c	Adjusted net income (if negative, enter -0-)...				72,956

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...............
	2	Savings and temporary cash investments..........	41,427	161,800	161,800
	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) 1,673,480
		Less: allowance for doubtful accounts	1,673,480	1,673,480	1,673,480
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........	1,326,332	887,930	1,116,014
	c	Investments—corporate bonds (attach schedule)........
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	3,041,239	2,723,210	2,951,294
	17	Accounts payable and accrued expenses..........
	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 )
	23	Total liabilities (add lines 17 through 22)..........		0
		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
	29	Retained earnings, accumulated income, endowment, or other funds	3,041,239	2,723,210
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	3,041,239	2,723,210
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	3,041,239	2,723,210

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	3,041,239
2	Enter amount from Part I, line 27a.....................	2	-318,029
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	2,723,210
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	2,723,210

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.)
1 a	50,000 SHS ALCATEL LUCENT	P	2001-11-23	2001-12-22
b	5,000 SHS GENERAL ELECTRIC	P	2004-03-26	2011-08-23
c	50,000 SHS MOVE, INC.	P	2011-06-27	2011-07-19
d	75,000 SHS CAPSTONE TURBINE	P	2011-01-25	2011-02-14
e	2,500 SHS GENERAL ELECTRIC	P	2009-02-20	2011-08-26
	34,000 SHS MOVE, INC.	P	2011-08-23	2011-08-25
	50,000 SHS CAPSTONE TURBINE	P	2011-03-10	2011-03-21
	2,000 SHS ISHARES MSCI JAPAN INDEX F	P	2011-03-15	2011-04-26
	16,000 SHS MOVE, INC.	P	2011-08-23	2011-08-26
	50,000 SHS CAPSTONE TURBINE	P	2011-04-18	2011-05-25
	75,000 SHS JOES JEANS	P	2011-02-22	2011-03-24
	50,000 SHS PMI GROUP	P	2011-06-27	2011-07-07
	50,000 SHS CAPSTONE TURBINE	P	2011-04-26	2011-05-25
	25,000 SHS JOES JEANS	P	2011-02-22	2011-03-24
	50,000 SHS PMI GROUP	P	2011-07-20	2011-07-25
	50,000 SHS CAPSTONE TURBINE	P	2011-06-23	2011-07-19
	75,000 SHS LEVEL 3 COMMUNICATIONS	P	2010-12-28	2011-01-24
	50,000 SHS PMI GROUP	P	2011-07-20	2011-09-02
	50,000 SHS CAPSTONE TURBINE	P	2011-07-26	2011-09-22
	75,000 SHS LEVEL 3 COMMUNICATIONS	P	2011-02-23	2011-03-28
	2,500 SHS SKYWORKS SOLUTIONS	P	2011-01-24	2011-08-23
	50,000 SHS CAPSTONE TURBINE	P	2011-08-23	2011-10-24
	100,000 SHS LEVEL 3 COMMUNICATIONS	P	2011-04-25	2011-05-11
	50,000 SHS SPRINT NEXTEL	P	2011-10-26	2011-11-23
	100,000 SHS CAPSTONE TURBINE	P	2011-11-22	2011-12-21
	50,000 SHS LEVEL 3 COMMUNICATIONS	P	2011-08-23	2011-09-27
	50,000 SHS SYNOVUS FINANCIAL	P	2011-08-26	2011-09-26
	2,500 SHS CITIGROUP	P	2010-09-21	2011-08-23
	75,000 SHS LEXICON PHARMACEUTICAL	P	2010-12-16	2011-01-06
	50,000 SHS SYNOVUS FINANCIAL	P	2011-10-25	2011-11-16
	10,000 SHS DIREXION SHS ETF	P	2011-09-22	2011-09-26
	50,000 SHS LEXICON PHARMACEUTICAL	P	2011-02-01	2011-03-08
	50,000 SHS SYNOVUS FINANCIAL	P	2011-10-26	2011-11-17
	12,500 SHS EVERGREEN SOLAR	P	2010-11-22	2011-01-26
	50,000 SHS LEXICON PHARMACEUTICAL	P	2011-03-22	2011-04-25
	5,000 SHS TESORO PETROLEUM	P	2004-03-02	2011-02-23
	12,500 SHS EVERGREEN SOLAR	P	2010-12-20	2011-01-26
	50,000 SHS LEXICON PHARMACEUTICAL	P	2011-06-23	2011-06-27
	50,000 SHS USEC, INC.	P	2011-09-27	2011-10-21
	1,823 SHS EVERGREEN SOLAR	P	2011-04-18	2011-06-24
	50,000 SHS LEXICON PHARMACEUTICAL	P	2011-07-25	2011-09-22
	50,000 SHS USEC, INC.	P	2011-11-23	2011-12-27
	100,000 SHS EVERGREEN SOLAR	P	2011-05-12	2011-06-24
	50,000 SHS LEXICON PHARMACEUTICAL	P	2011-08-26	2011-10-21

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	77,492	77,006	486
b	76,343	151,755	-75,412
c	111,157	106,621	4,536
d	111,742	91,124	20,618
e	38,593	23,137	15,456
	49,409	48,257	1,152
	92,492	82,506	9,986
	20,314	19,626	688
	22,165	22,709	-544
	84,993	91,506	-6,513
	61,494	90,749	-29,255
	72,543	60,810	11,733
	84,572	92,806	-8,234
	20,498	30,250	-9,752
	48,493	58,001	-9,508
	73,493	72,621	872
	82,492	75,261	7,231
	12,814	58,001	-45,187
	50,003	84,271	-34,268
	105,742	106,506	-764
	49,319	73,251	-23,932
	49,998	55,506	-5,508
	189,990	169,986	20,004
	127,497	124,006	3,491
	114,992	104,966	10,026
	76,492	87,006	-10,514
	52,493	68,211	-15,718
	66,543	101,006	-34,463
	149,991	117,072	32,919
	76,492	69,006	7,486
	110,392	103,729	6,663
	96,992	87,216	9,776
	75,493	69,505	5,988
	31,608	65,249	-33,641
	80,157	89,751	-9,594
	119,447	45,754	73,693
	31,608	45,659	-14,051
	83,622	78,121	5,501
	97,522	99,261	-1,739
	898	3,014	-2,116
	46,888	92,036	-45,148
	53,992	63,996	-10,004
	49,548	145,006	-95,458
	54,271	67,506	-13,235

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(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			486
b			-75,412
c			4,536
d			20,618
e			15,456
			1,152
			9,986
			688
			-544
			-6,513
			-29,255
			11,733
			-8,234
			-9,752
			-9,508
			872
			7,231
			-45,187
			-34,268
			-764
			-23,932
			-5,508
			20,004
			3,491
			10,026
			-10,514
			-15,718
			-34,463
			32,919
			7,486
			6,663
			9,776
			5,988
			-33,641
			-9,594
			73,693
			-14,051
			5,501
			-1,739
			-2,116
			-45,148
			-10,004
			-95,458
			-13,235

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	-286,253
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	-299,990

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	62,320	3,041,239	0.020492
2009	37,220	1,674,425	0.022229
2008	82,997	2,244,117	0.036984
2007	124,054	3,208,627	0.038663
2006	154,310	3,169,591	0.048685

2	Total of line 1, column (d) ......................	2	0.167053
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	0.033411
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	1,201,820
5	Multiply line 4 by line 3.......................	5	40,154
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	487
7	Add lines 5 and 6.........................	7	40,641
8	Enter qualifying distributions from Part XII, line 4..............	8	80,461
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	487
	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
3	Add lines 1 and 2............................	3	487
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	487
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	487
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	487
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
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
11	Enter the amount of line 10 to be: Credited to 2012 estimated tax0	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. Click to see attachment

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

ELIZABETH SIMMONS GERNER Telephone no. bullet

(801) 451-9500

Located at bullet

722 WEST SHEPARD LANE 103FARMINGTONUT ZIP+4 bullet

84025

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
W MACK WATKINS	TRUSTEE 0.00	0	0	0
722 W SHEPARD LANE 103 FARMINGTON,UT84025	TRUSTEE 0.00	0	0	0
JULIA S WATKINS	TRUSTEE 5.00	0	0	0
722 W SHEPARD LANE 103 FARMINGTON,UT84025	TRUSTEE 5.00	0	0	0
ELIZABETH GERNER	EXECUTIVE DI 20.00	0	0	0
190 CLUBHOUSE COURT NORTH SALT LAKE,UT84054	EXECUTIVE DI 20.00	0	0	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...................

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	N/A
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...................

1,116,014

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

104,108

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

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

1,220,122

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.........................

1,220,122

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

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

18,302

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

1,201,820

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

60,091

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....................

60,091

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

487

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

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

487

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

59,604

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

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

59,604

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................................

59,604

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 ..........

80,461

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

80,461

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

487

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

79,974

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			59,604
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.......
e From 2010.......	2,565
fTotal of lines 3a through e.........		2,565
4Qualifying distributions for 2011 from Part
XII, line 4: $ 80,461
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.....			59,604
e Remaining amount distributed out of corpus		20,857
5 Excess distributions carryover applied to 2011.
(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		23,422
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 ..........			0
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 ......		23,422
10 Analysis of line 9:
a Excess from 2007....
b Excess from 2008....
c Excess from 2009....
d Excess from 2010....	2,565
e Excess from 2011....	20,857

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).)

W MACK WATKINS

JULIA S WATKINS

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:

W MACK WATKINS
722 SHEPARD LANE 103
FARMINGTON,UT84025
(801) 451-9500

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

SEE ATTACHED SCHEDULE OF APPLICATION GUIDELINES.

cAny submission deadlines:

APRIL 15 AND OCTOBER 15

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

THE TRUSTEES PREFER TO MAKE GRANTS WITHIN THE STATE OF UTAH.

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
LDS HUMANITARIAN CENTER 1665 SOUTH BENNETT ROAD SALT LAKE CITY,UT84104			HAITI EARTHQUAKE RELIEF	3,000
UNIVERSITY OF UTAH 1375 E PRESIDENTS CIRCLE 204 DGH SALT LAKE CITY,UT84112			SCHOOL OF MUSIC	10,000
UTAH BOTANICAL CENTER 725 SOUTH SEGO LILY DR KAYSVILLE,UT84037			GENERAL SUPPORT	5,000
PIONEER THEATRE COMPANY 300 SOUTH 1400 EAST ROOM 205 SALT LAKE CITY,UT84112			GENERAL SUPPORT	10,000
INTERNATIONAL CULTURAL EXCHANGE FOUNDATION 2235 BINDEMERE CIR STE 1 SALT LAKE CITY,UT84109			GENERAL SUPPORT	1,200
WEBER STATE UNIVERSITY 4018 UNIVERSITY CIRCLE OGDEN,UT84408			DAVIS CAMPUS SCHOLARSHIPS	8,000
AMERICAN INDIAN SERVICES 1902 N CANYON ROAD STE 100 PROVO,UT84604			SCHOLARSHIPS	15,000
BALLET WEST 50 W 200 S SALT LAKE CITY,UT84101			GENERAL SUPPORT	10,000
BOY SCOUTS OF AMERICA 525 FOOTHILL BLVD SALT LAKE CITY,UT84113			GENERAL SUPPORT	1,000
BOUNTIFUL DAVIS ARTS CENT 745 S MAIN STREET BOUNTIFUL,UT84010			GENERAL SUPPORT	5,000
CORP OF PRESLDS CHURCH 50 EAST NORTH TEMPLE RM 1521 SALT LAKE CITY,UT84150			GENERAL SUPPORT	10,000
LDS PHILANTHROPHIES PERPECTUAL EDUCATION FUND 15 EAST SOUTH TEMPLE 2ND FLOOR EAST SALT LAKE CITY,UT84150			SCHOLARSHIPS	1,000
MORAN EYE CENTER 65 MARIO CAPECCHI DRIVE SALT LAKE CITY,UT84132			MEDICAL RESEARCH	200
DAVIS MASTER CHORALE 2707 EAST 1600 NORTH LAYTON,UT84040			SCHOLARSHIPS	500
FILMMAKER'S ALLIANCE 12228 VENICE BLVD 406 LOS ANGELES,CA90006			GENERAL SUPPORT	200
PRIMARY CHILDREN'S HOSPITAL 100 NORTH MARIO CAPECCHI SALT LAKE CITY,UT84113			QUILTS FOR SICK PATIENTS	261
Total ................................. 3a				80,361

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
4 Dividends and interest from securities....			14	72,956
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	-286,253
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)..				-213,297

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

13-213,297

(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:

W MACK & JULIA S WATKINS

FOUNDATION

EIN: 45-6144344

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAX PREPARATION	100			100

- TIN:

TY 2011 CompensationExplanation

Name:

W MACK & JULIA S WATKINS

FOUNDATION

EIN: 45-6144344

Person Name	Explanation
W MACK WATKINS
JULIA S WATKINS
ELIZABETH GERNER

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

W MACK & JULIA S WATKINS

FOUNDATION

EIN: 45-6144344

Name of Stock	End of Year Book Value	End of Year Fair Market Value
VARIOUS SECURITIES IN BROKERAGE ACCT	887,930	1,116,014

- TIN:

TY 2011 OtherNotesLoansRcvblShortSch2

Name:

W MACK & JULIA S WATKINS

FOUNDATION

EIN: 45-6144344

Name of 501(c)(3) Organization	Balance Due
LOAN RECEIVABLE	1,673,480

- TIN:

TY 2011 OtherProfessionalFeesSchedule

Name:

W MACK & JULIA S WATKINS

FOUNDATION

EIN: 45-6144344

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
WMW MANAGEMENT FEES	24,271	24,271

- TIN:

TY 2011 SubstantialContributorsSch

Name:

W MACK & JULIA S WATKINS

FOUNDATION

EIN: 45-6144344

Name	Address
W MACK AND JULIA S WATKINS	722 WEST SHEPARD LANE 103 FARMINGTON,UT84025