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
ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)C/O BRYN MAWR TR CO 1 W CHOCOLATE A Room/suite

City or town, state, and ZIP code
HERSHEY, PA17033

A Employer identification number

23-3094915

B Telephone number (see page 10 of the instructions)

(717) 534-3225

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

$12,103,267J 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)	1,100,376
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	283,286		283,286
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		49,638
b	Gross sales price for all assets on line 6a 3,142,238
7	Capital gain net income (from Part IV, line 2)...			49,638
8	Net short-term capital gain.........				16,778
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).......		1,149
12	Total. Add lines 1 through 11........	1,434,449		332,924	16,778
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		413			413
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....		38,824	35,359		2,835
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		4,428	4,428
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		15			15
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	43,680		39,787		3,263
25	Contributions, gifts, grants paid........	547,000				547,000
26	Total expenses and disbursements. Add lines 24 and 25	590,680		39,787		550,263
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	843,769
b	Net investment income (if negative, enter -0-)			293,137
c	Adjusted net income (if negative, enter -0-)...				16,778

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...............	967
	2	Savings and temporary cash investments..........	854,757	1,044,727	1,044,727
	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...........
	10a	Investments—U.S. and state government obligations (attach schedule)	99,657	250,000	251,259
	b	Investments—corporate stock (attach schedule)........	4,612,001	4,563,923	6,016,994
	c	Investments—corporate bonds (attach schedule)........	819,869	920,056	932,912
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	3,462,357	3,914,668	3,857,375
	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)	9,849,608	10,693,374	12,103,267
	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.........	9,635,057	10,400,170
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	214,551	293,204
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	9,849,608	10,693,374
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	9,849,608	10,693,374

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	9,849,608
2	Enter amount from Part I, line 27a.....................	2	843,769
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	10,693,377
5	Decreases not included in line 2 (itemize)	5	3
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	10,693,374

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	Alberto Culver Co	P	2010-05-24	2011-05-10
b	Alberto Culver Co	P	2010-05-24	2011-05-11
c	Cato Corp	P	2011-08-05	2011-09-23
d	Federal Farm Credit Bank 3.5% 3/9/18	P	2011-03-04	2011-06-09
e	Federal Home Loan Bank 2.55% 1/26/16	P	2011-01-19	2011-07-26
	Federal Home Loan Bank 3.0% 11/24/17	P	2011-05-19	2011-08-24
	Fannie Mae 3.0% 12/21/18	P	2011-06-07	2011-12-21
	Fluor Corp	P	2010-03-19	2011-02-23
	GMO Foreign Fund IV	P	2010-06-15	2011-05-10
	Glacier Bancorp Inc	P	2011-07-05	2011-09-23
	Glacier Bancorp Inc	P	2011-07-05	2011-09-26
	Glacier Bancorp Inc	P	2011-07-05	2011-09-27
	Lockheed Martin Corp	P	2010-10-18	2011-09-14
	SWS Group	P	2010-04-23	2011-03-17
	Vanguard Emerging Markets	P	2011-03-01	2011-12-05
	Alcon Inc	P	2009-07-24	2011-04-08
	Adobe Systems Inc	P	2006-05-08	2011-12-21
	Chase Growth Fund	P	2006-01-31	2011-06-23
	Chase Growth Fund	P	2006-03-31	2011-07-06
	Chase Growth Fund	P	2005-08-31	2011-07-19
	Chase Growth Fund	P	2005-08-31	2011-09-27
	Alberto Culver Co	P	2010-04-23	2011-05-10
	Alberto Culver Co	P	2009-07-24	2011-05-11
	American Eagle Outfitters	P	2009-07-24	2011-10-27
	BJs Wholesale Club	P	2009-07-24	2011-05-02
	Bed Bath & Beyond Inc	P	2003-03-05	2011-04-08
	Best Buy Inc	P	2004-03-23	2011-12-22
	Caseys Gen Stores Inc	P	2006-05-08	2011-06-27
	Caseys Gen Stores Inc	P	2009-01-26	2011-06-28
	Cheesecake Factory Inc	P	2007-05-31	2011-07-05
	Dominion Res Inc	P	2006-04-10	2011-09-26
	Empire Dist Elec	P	2008-10-15	2011-11-17
	Europacific Growth Fund	P	2006-05-25	2011-10-17
	FFCB 5.810% 1/10/11	P	2002-01-07	2011-01-10
	FFCB 6.0% 3/7/11	P	2002-04-01	2011-03-07
	Fluor Corp	P	2009-07-24	2011-02-23
	Fulton Finl Corp	P	2004-03-24	2011-03-07
	GMO Foreign Fund IV	P	2006-01-03	2011-04-15
	GMO Foreign Fund IV	P	2004-12-16	2011-05-10
	Gallagher Arthur J & Co	P	2005-09-27	2011-08-15
	Glacier Bancorp Inc	P	2009-07-24	2011-09-23
	Glacier Bancorp Inc	P	2009-07-24	2011-09-26
	Glacier Bancorp Inc	P	2009-07-24	2011-09-27
	Hormel Foods Corp	P	2009-07-24	2011-04-21
	iShares MSCI Emerging Market Index	P	2010-01-26	2011-12-21
	Kraft Foods Inc Cl A	P	2009-02-05	2011-10-18
	Lockheed Martin Corp	P	2009-07-24	2011-09-14
	Monsanto Co	P	2008-09-04	2011-07-06
	Nokia OYJ Spon ADR	P	2004-03-10	2011-10-21
	Pharmaceutical Prod Dev	P	2009-07-24	2011-10-11
	Pricesmart Inc	P	2009-07-24	2011-09-23
	Pricesmart Inc	P	2009-07-24	2011-09-27
	Pricesmart Inc	P	2009-07-24	2011-09-28
	Pricesmart Inc	P	2009-07-24	2011-10-07
	Quality Sys Inc	P	2009-07-24	2011-10-04
	Quality Sys Inc	P	2009-07-24	2011-10-05
	Quality Sys Inc	P	2009-07-24	2011-10-06
	Quality Sys Inc	P	2009-07-24	2011-10-07
	SWS Group Inc	P	2009-07-24	2011-03-17
	Touchstone Intermediate Fixed Income	P	2010-10-21	2011-11-17
	Verizon Maryland Inc 6.125% 3/1/12	P	2002-03-01	2011-11-28
	Walmart Stores Inc	P	2009-01-26	2011-10-12

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	28,020	20,599	7,421
b	9,450	6,940	2,510
c	46,184	48,966	-2,782
d	100,000	100,000	0
e	100,000	100,000	0
	100,000	100,000	0
	100,000	99,950	50
	61,047	41,568	19,479
	61,482	50,000	11,482
	6,347	9,220	-2,873
	2,559	3,683	-1,124
	2,368	3,226	-858
	37,077	34,970	2,107
	8,742	15,597	-6,855
	86,162	97,941	-11,779
	8,882	6,653	2,229
	55,919	61,736	-5,817
	200,000	180,870	19,130
	200,001	165,017	34,984
	100,001	81,624	18,377
	112,521	100,201	12,320
	31,241	23,377	7,864
	6,225	4,248	1,977
	24,380	25,359	-979
	6,319	4,335	1,984
	37,807	22,467	15,340
	27,552	37,756	-10,204
	52,663	27,930	24,733
	17,979	8,973	9,006
	98,900	78,120	20,780
	40,283	28,392	11,891
	45,290	39,832	5,458
	199,501	265,464	-65,963
	50,000	50,000	0
	50,000	49,657	343
	5,526	4,432	1,094
	28,257	35,540	-7,283
	100,000	132,608	-32,608
	216,135	231,128	-14,993
	37,932	40,148	-2,216
	4,229	6,848	-2,619
	1,709	2,742	-1,033
	1,578	2,398	-820
	10,683	6,711	3,972
	181,797	193,644	-11,847
	40,059	29,605	10,454
	37,078	35,069	2,009
	52,263	67,464	-15,201
	16,224	44,496	-28,272
	32,209	20,350	11,859
	4,374	1,041	3,333
	3,526	846	2,680
	1,537	374	1,163
	4,784	1,106	3,678
	3,014	1,870	1,144
	1,957	1,210	747
	2,051	1,265	786
	3,973	2,475	1,498
	2,133	4,977	-2,844
	150,000	150,821	-821
	50,750	49,813	937
	33,558	28,948	4,610

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	0	0	0	7,421
b	0	0	0	2,510
c	0	0	0	-2,782
d	0	0	0	0
e	0	0	0	0
	0	0	0	0
	0	0	0	50
	0	0	0	19,479
	0	0	0	11,482
	0	0	0	-2,873
	0	0	0	-1,124
	0	0	0	-858
	0	0	0	2,107
	0	0	0	-6,855
	0	0	0	-11,779
	0	0	0	2,229
	0	0	0	-5,817
	0	0	0	19,130
	0	0	0	34,984
	0	0	0	18,377
	0	0	0	12,320
	0	0	0	7,864
	0	0	0	1,977
	0	0	0	-979
	0	0	0	1,984
	0	0	0	15,340
	0	0	0	-10,204
	0	0	0	24,733
	0	0	0	9,006
	0	0	0	20,780
	0	0	0	11,891
	0	0	0	5,458
	0	0	0	-65,963
	0	0	0	0
	0	0	0	343
	0	0	0	1,094
	0	0	0	-7,283
	0	0	0	-32,608
	0	0	0	-14,993
	0	0	0	-2,216
	0	0	0	-2,619
	0	0	0	-1,033
	0	0	0	-820
	0	0	0	3,972
	0	0	0	-11,847
	0	0	0	10,454
	0	0	0	2,009
	0	0	0	-15,201
	0	0	0	-28,272
	0	0	0	11,859
	0	0	0	3,333
	0	0	0	2,680
	0	0	0	1,163
	0	0	0	3,678
	0	0	0	1,144
	0	0	0	747
	0	0	0	786
	0	0	0	1,498
	0	0	0	-2,844
	0	0	0	-821
	0	0	0	937
	0	0	0	4,610

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	49,638
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	16,778

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	507,500	9,978,803	0.050858
2009	395,232	8,137,561	0.048569
2008	470,167	7,414,279	0.063414
2007	420,122	8,091,405	0.051922
2006	327,652	6,530,068	0.050176

2	Total of line 1, column (d) ......................	2	0.264939
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	0.052988
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	11,846,961
5	Multiply line 4 by line 3.......................	5	627,747
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	2,931
7	Add lines 5 and 6.........................	7	630,678
8	Enter qualifying distributions from Part XII, line 4..............	8	550,263
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: 2001-11-05(attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	5,863
	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	5,863
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	5,863
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a	4,000
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	4,000
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	1,863
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.

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

BRYN MAWR TRUST COMPANY Telephone no. bullet

(717) 534-3225

Located at bullet

1 W CHOCOLATE AVE STE 200HERSHEYPA ZIP+4 bullet

17033

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
PATRICIA G FOULKROD	Secretary 2.00	0	0	0
240 SHADY LANE HUMMELSTOWN,PA17036	Secretary 2.00	0	0	0
ELIZABETH GLATFELTER	President 2.00	0	0	0
9161 GREEN TREE ROAD PHILADELPHIA,PA19118	President 2.00	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...................				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...................

11,328,147

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

699,225

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

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

12,027,372

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

12,027,372

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

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

180,411

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

11,846,961

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

592,348

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

592,348

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

5,863

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

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

5,863

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

586,485

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

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

586,485

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

586,485

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 ..........

550,263

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

550,263

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

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

550,263

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			586,485
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.......	1,383
b From 2007.......	25,038
c From 2008.......	104,119
d From 2009.......
e From 2010.......	12,545
fTotal of lines 3a through e.........		143,085
4Qualifying distributions for 2011 from Part
XII, line 4: $ 550,263
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.....			550,263
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2011.		36,222	36,222
(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		106,863
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 ......		106,863
10 Analysis of line 9:
a Excess from 2007....
b Excess from 2008....	94,318
c Excess from 2009....
d Excess from 2010....	12,545
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).)

NONE

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:

LISA PIERGALLINI VP BRYN MAWR TRUST
1 W CHOCOLATE AVE STE 200
HERSHEY,PA17033
(717) 534-3225

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

APPLICATION FORM DISTRIBUTED BY FOUNDATION UPON REQUEST

cAny submission deadlines:

AS STATED ON THE APPLICATION FORM

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

AS STATED ON THE APPLICATION FORM

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
PA BALLET ASSN 1819 JOHN F KENNEDY BLVD PHILADELPHIA,PA19103		Public	Charitable	7,500
YORK COUNTY LITERACY COUNCIL 800 E KING STREET YORK,PA17403		Public	Charitable	2,500
GETTYSBURG THEOLOGICAL SEMINARY 61 SEMINARY RIDGE GETTYSBURG,PA17325		Public	Religious	400,000
ARDEN THEATRE COMPANY 40 N 2ND STREET PHILADELPHIA,PA19106		Public	Charitable	10,000
HARRISBURG SYMPHONY ASSN 800 CORPORATE CIR 101 HARRISBURG,PA17110		Public	Charitable	10,000
ABINGTON ART CENTER 515 MEETINGHOUSE ROAD JENKINTOWN,PA19046		Public	Charitable	5,000
HARRISBURG AREA YMCA EAST SHORE 701 N FRONT STREET HARRISBURG,PA17101		Public	Charitable	1,500
MUSIC AT GRETNA INC 1 ALPHA DRIVE ELIZABETHTOWN,PA17022		Public	Charitable	5,500
MEMORIAL HOSPITAL 325 SOUTH BELMONT ST YORK,PA17403		Public	Charitable	7,000
YORK COLLEGE OF PA 441 COUNTRY CLUB ROAD YORK,PA17403		Public	Educational	25,000
YORK SYMPHONY ORCHESTRA CAPITAL STRAND BLDG 50 N GEORGE ST YORK,PA17401		Public	Charitable	7,000
CHILDREN'S HOME OF YORK 77 SHOE HOUSE ROAD YORK,PA17406		Public	Charitable	10,000
BETHESDA MISSION 2101 N FRONT ST HARRISBURG,PA17110		Public	Charitable	4,000
BREAKTHROUGH OF GREATER PHILADELPHIA 34 W COULTER ST PHILADELPHIA,PA19144		Public	Educational	5,000
CULTURAL ALLIANCE OF YORK COUNTY 14 W MARKET ST YORK,PA17401		Public	Charitable	10,000
DREAMWRIGHTS YOUTH & FAMILY THEATRE 100 CARLISLE AVE YORK,PA17401		Public	Educational	3,500
SALVATION ARMY 124 S DUKE ST YORK,PA17401		Public	Religious	10,000
KUTZTOWN UNIVERSITY FDN 15197 KUTZTOWN ROAD KUTZTOWN,PA19530		Public	Educational	7,000
MANN CENTER FOR THE PERFORMING ARTS 5201 PARKSIDE AVE PHILADELPHIA,PA19131		Public	Educational	8,000
PLEASE TOUCH MUSEUM 4231 AVENUE OF THE REPUBLIC PHILADELPHIA,PA19131		Public	Educational	3,000
PENNSYLVANIA HUMANITIES COUNCIL 325 CHESTNUT ST STE 715 PHILADELPHIA,PA19106		Public	Educational	3,000
SPRING GROVE AREA SCHOLARSHIP FDN PO BOX 66 SPRING GROVE,PA17362		Public	Educational	2,500
Total ................................. 3a				547,000

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	283,286
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	49,638
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aFee Reimbursement			14	1,149
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				334,073

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

13334,073

(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:
Part VI Line 7 - Tax Paid Original Return:	4000

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

OMB No. 1545-0047

2011

Name of organization

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

Employer identification number

23-3094915

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2, of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 2

Name of organization ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
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	ANNE M GLATFELTER CHARITABLE LEAD TR C/O BRYN MAWR TR CO 1 W CHOCOLATE A HERSHEY, PA 17033	$1,100,376	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 3

Name of organization ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part II	Noncash Property (see Instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 4

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

Name of organization
ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

Employer identification number

23-3094915

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

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

Additional Data

Software ID:
Software Version:

- TIN:

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

TY 2011 GainLossSaleOtherAssetsSch

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Name	Date Acquired	How Acquired	Date Sold	Gross Sales Price	Basis	Total (net)
Alberto Culver Co	2010-05	Purchased	2011-05	28,020	20,599	7,421
Alberto Culver Co	2010-05	Purchased	2011-05	9,450	6,940	2,510
Cato Corp New Cl A	2011-08	Purchased	2011-09	46,184	48,966	-2,782
Federal Farm Credit Bank 3.5% 3/9/18	2011-03	Purchased	2011-06	100,000	100,000
Federal Home Loan Bank 2.55% 1/26/16	2011-01	Purchased	2011-07	100,000	100,000
Federal Home Loan Bank 3.0% 11/24/17	2011-05	Purchased	2011-08	100,000	100,000
Fannie Mae 3.0% 12/21/18	2011-06	Purchased	2011-12	100,000	99,950	50
Fluor Corp	2010-03	Purchased	2011-02	61,047	41,568	19,479
GMO Foreign Fund IV	2010-06	Purchased	2011-05	61,482	50,000	11,482
Glacier Bancorp Inc	2011-07	Purchased	2011-09	6,347	9,220	-2,873
Glacier Bancorp Inc	2011-07	Purchased	2011-09	2,559	3,683	-1,124
Glacier Bancorp Inc	2011-07	Purchased	2011-09	2,368	3,226	-858
Lockheed Martin Corp	2010-10	Purchased	2011-09	37,077	34,970	2,107
SWS Group Inc	2010-04	Purchased	2011-03	8,742	15,597	-6,855
Vanguard Emerging Markets	2011-03	Purchased	2011-12	86,162	97,941	-11,779
Alcon Inc	2009-07	Purchased	2011-04	8,882	6,653	2,229
Adobe Sys Inc	2008-12	Purchased	2011-12	55,919	61,736	-5,817
Chase Growth Fund	2006-01	Purchased	2011-06	200,000	180,870	19,130
Chase Growth Fund	2006-03	Purchased	2011-07	200,001	165,017	34,984
Chase Growth Fund	2005-08	Purchased	2011-07	100,001	81,624	18,377
Chase Growth Fund	2005-08	Purchased	2011-09	112,521	100,201	12,320
Alberto Culver Co	2010-04	Purchased	2011-05	31,241	23,377	7,864
Alberto Culver Co	2009-07	Purchased	2011-05	6,225	4,248	1,977
American Eagle Outfitters	2009-07	Purchased	2011-10	24,380	25,359	-979
BJs Wholesale Club Inc	2009-07	Purchased	2011-05	6,319	4,335	1,984
Bed Bath & Beyond Inc	2003-03	Purchased	2011-04	37,807	22,467	15,340
Best Buy Inc	2004-03	Purchased	2011-12	27,552	37,756	-10,204
Casey's Gen Stores Inc	2006-05	Purchased	2011-06	52,663	27,930	24,733
Casey's Gen Stores Inc	2009-01	Purchased	2011-06	17,979	8,973	9,006
Cheesecake Factory Inc	2007-05	Purchased	2011-07	98,900	78,120	20,780
Dominion Res Inc	2006-04	Purchased	2011-09	40,283	28,392	11,891
Empire Dist Elec Co	2009-01	Purchased	2011-11	45,290	39,832	5,458
Europacific Growth Fund	2006-01	Purchased	2011-10	199,501	265,464	-65,963
FFCB 5.810% 1/10/11	2002-01	Purchased	2011-01	50,000	50,000
FFCB 6.0% 3/7/11	2002-04	Purchased	2011-03	50,000	49,657	343
Fluor Corp	2009-07	Purchased	2011-02	5,526	4,432	1,094
Fulton Financial Corp	2004-03	Purchased	2011-03	28,257	35,540	-7,283
GMO Foreign Fund IV	2006-01	Purchased	2011-04	100,000	132,608	-32,608
GMO Foreign Fund IV	2004-12	Purchased	2011-05	216,135	231,128	-14,993
Gallagher Arthur J & Co	2005-09	Purchased	2011-08	37,932	40,148	-2,216
Glacier Bancorp Inc	2009-07	Purchased	2011-09	4,229	6,848	-2,619
Glacier Bancorp Inc	2009-07	Purchased	2011-09	1,709	2,742	-1,033
Glacier Bancorp Inc	2009-07	Purchased	2011-09	1,578	2,398	-820
Hormel Corp	2009-07	Purchased	2011-04	10,683	6,711	3,972
ishares MSCI Emerging Market Index	2010-01	Purchased	2011-12	181,797	193,644	-11,847
Kraft foods Inc Cl A	2009-02	Purchased	2011-10	40,059	29,605	10,454
Lockheed Martin Corp	2009-07	Purchased	2011-09	37,078	35,069	2,009
Monsanto Co	2008-09	Purchased	2011-07	52,263	67,464	-15,201
Nokia OYJ	2004-03	Purchased	2011-10	16,224	44,496	-28,272
Pharmaceutical Prod Developement	2009-07	Purchased	2011-10	32,209	20,350	11,859
Pricesmart Inc	2009-07	Purchased	2011-09	4,374	1,041	3,333
Pricesmart Inc	2009-07	Purchased	2011-09	3,526	846	2,680
Pricesmart Inc	2009-07	Purchased	2011-09	1,537	374	1,163
Pricesmart Inc	2009-07	Purchased	2011-10	4,784	1,106	3,678
Quality Sys Inc	2009-07	Purchased	2011-10	3,014	1,870	1,144
Quality Sys Inc	2009-07	Purchased	2011-10	1,957	1,210	747
Quality Sys Inc	2009-07		2011-10	2,051	1,265	786
Quality Sys Inc	2009-07	Purchased	2011-10	3,973	2,475	1,498
SWS Group Inc	2009-07	Purchased	2011-03	2,133	4,977	-2,844
Touchstone Intermediate Fixed Income Fund	2010-10	Purchased	2011-11	150,000	150,821	-821
Verizon Maryland 6.125% 3/1/12	2002-03	Purchased	2011-11	50,750	49,813	937
Walmart Stores Inc	2009-01	Purchased	2011-10	33,558	28,948	4,610

- TIN:

TY 2011 InvestmentsCorpBondsSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Name of Bond	End of Year Book Value	End of Year Fair Market Value
American Express Bk 5.5% 4/16/13	50,000	52,263
Bank of America Corp 4.875% 9/15/12	24,900	25,161
Berkshire Hathaway Inc 4.625% 10/15/13	44,494	47,879
DuPont E I Nemour 3.25% 1/15/15	100,125	106,644
General Electric Co 5% 2/1/13	50,856	52,105
General Electric Cap Corp 4.75% 9/15/12	50,000	50,573
General Electric Cap Corp 4.3% 10/15/15	50,000	51,447
Goldman Sachs 4.55% 5/15/16	50,000	48,345
Goldman Sachs 4.75% 7/15/13	49,313	50,662
Goldman Sachs 5.15% 1/15/14	100,000	101,903
JP Morgan Chase & Co 5.15% 10/1/15	50,000	53,069
Morgan Stanley DW 5.3% 3/1/13	100,743	101,224
Morgan Stanley 4.1% 1/26/15	150,000	142,382
Morgan Stanley 4.75% 4/1/14	49,625	49,255

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABM Inds Inc	46,342	59,798
Abbott Labs	64,969	84,345
Allergan Inc	33,226	77,650
Allete Inc	5,252	6,969
American States Water Co	36,764	52,350
Amgen Inc	54,010	57,789
Amsurg Corp	37,309	52,080
Analog Devices Inc	57,861	53,670
Apache Corp	80,507	99,638
Avnet Inc	5,107	6,436
BMC Software Inc	46,057	39,336
Badger Meter Inc	55,677	44,145
Baker Hughes Inc	48,282	52,628
Bar Harbor Bancshares	13,008	14,990
Bard C R Inc	46,925	51,300
Baxter Intl Inc	57,918	59,376
Becton Dickinson & Co	38,699	74,720
Brady Corp	35,705	36,148
Bristol Myers Squibb Co	5,778	9,515
Bryn Mawr Bk Corp	32,990	38,980
Camden Natl Corp	47,235	48,900
Campbell Soup Co	49,439	46,536
CenturyLink Inc	6,330	7,700
Chevron Corp	51,534	106,400
Church & Dwight Inc	6,412	9,976
Cisco Systems Inc	56,280	36,160
Clorox Co	26,601	26,624
Coach Inc	5,481	11,414
Coca Cola Inc	35,067	55,976
ConocoPhillips	40,029	58,296
Cubic Corp	55,296	112,593
Darden Restaurants Inc	34,925	54,696
Dentsply Intl Inc New	29,582	52,485
E M C Corp	28,123	50,619
EQT Corp	35,003	84,651
Emerson Electric Co	6,109	7,734
Equity Residential Properties	26,296	57,030
Exxon Mobil Corp	20,454	50,856
Family Dollar Stores Inc	62,834	126,852
Flowserve Corp	49,752	49,660
Gardner Denver Inc	4,756	12,792
General Dynamics Corp	36,095	33,205
General Electric Co	48,175	28,656
Global Payments Inc	24,257	30,797
Graco Inc	4,439	7,238
Guess Inc	62,859	59,640
Hawaiian Elec Industries	29,428	50,497
Heinz H J Co	44,760	54,040
Helmerich & Payne Inc	17,914	29,180
Hershey Co	92,340	123,560
Honeywell Intl Inc	46,976	65,600
Horace Mann Educators Corp	27,862	24,541
Intel Corp	88,302	97,000
International Business Machines	38,599	91,940
International Flavors & Fragrances	28,519	52,420
J&J Snack Foods	46,344	47,952
Johnson & Johnson	67,695	78,696
Johnson Controls Inc	4,666	5,846
Kaydon Corp	16,201	15,555
Kellogg Co	47,267	54,767
Kimberly Clark Corp	37,718	53,257
Kohls Corp	103,505	98,700
Laboratory Corp American Holdings	40,559	51,582
Landauer Inc	81,855	82,400
Lowes Co Inc	61,500	60,912
Mastercard Inc	54,884	93,205
McCormick & Co Inc	52,859	84,000
McGraw Hill Cos	34,336	48,703
Merck & Co Inc	16,361	18,850
Microsoft Corp	30,765	31,152
Microchip Technology Inc	43,125	44,212
Mosaic Co	57,707	50,430
Murphy Oil Corp	52,059	55,740
NextEra Energy Inc	59,998	73,056
Nordson Corp	7,382	13,672
Norfolk Southern Corp	21,339	58,288
Novartis AG	60,642	57,170
Occidental Pete Corp	6,012	7,777
Omnicom Group Inc	38,197	42,128
Oracle Corp	58,650	70,512
Otter Tail Corp	12,960	13,212
Owens & Minor Inc	22,017	33,515
Park Electrochemical Corp	41,563	38,430
Patterson Companies Inc	64,676	64,944
Paychex Inc	5,423	6,233
Pepsico Inc	49,549	59,980
Pfizer Inc	51,932	67,084
Piedmont Natural Gas Inc	33,977	57,766
Powershares QQQ Trust	85,969	111,660
Procter & Gamble Co	42,700	46,697
Qualcomm Inc	60,131	82,050
Raymond James Financial Inc	18,565	24,768
Royal Dutch Shell PLC Adr B	52,792	60,808
Schein Henry Inc	36,285	72,419
Sensient Technologies Corp	5,094	7,845
Smucker J M Co	29,790	51,749
Snyders-Lance	61,100	67,500
Southern Copper Corp	43,969	45,270
Standex Intl Corp	64,840	85,425
Starbucks Corp	19,250	69,015
Steris Corp	70,615	74,550
Syntel Corp	5,349	6,782
Sysco Corp	48,715	46,928
Techne Corp	5,184	5,666
Tidewater Inc	38,407	59,160
Tiffany & Co	35,016	86,138
Tim Hortons Inc	4,484	8,038
United Natural Foods Inc	54,041	86,662
United Parcel Service Inc	54,205	55,771
V F Corp	51,834	88,893
Verizon Communications Inc	15,940	20,060
Visa Inc	48,877	101,530
Wolverine World Wide Inc	9,663	14,256
World Fuel Servs Corp	30,390	93,531
Xilinx Inc	28,876	32,060
Zimmer Holdings Inc	33,971	26,710
Bunge Limited	53,699	57,200

- TIN:

TY 2011 InvestmentsGovtObligationsSch

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

US Government Securities - End of Year Book Value:

250,000

US Government Securities - End of Year Fair Market Value:

251,259

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2011 InvestmentsOtherSchedule2

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Category/ Item	Book Value	End of Year Fair Market Value
EuroPacific Growth Fund	428,527	383,221
Oppenheimer Developing Markets Fund	235,000	231,061
Spdr S&P 500	112,648	125,500
Select Sector SPDR	86,949	124,434
T. Rowe Price Growth Stock Fund	815,000	794,844
Templeton Inst Foreign Equity Fund	481,288	409,637
Touchstone Intermediate Fixed Income	601,925	623,363
Vanguard Inflation Protected Securities Fund	300,405	320,693
Vanguard Short Term Inv Grade	852,926	844,622

- TIN:

TY 2011 LegalFeesSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Rhoads & Sinon Legal	413			413

- TIN:

TY 2011 OtherDecreasesSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Description	Amount
Adjustment due to rounding	3

- TIN:

TY 2011 OtherExpensesSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
PA Registration fee	15			15
Insurance

- TIN:

TY 2011 OtherIncomeSchedule2

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
Fee Reimbursement	1,149

- TIN:

TY 2011 OtherProfessionalFeesSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Category	Amount	Net Investment Income	Disbursements for Charitable Purposes
Hershey Trust Co Investment Mgmt	14,810	14,180
Bryn Mawr Tr Co Investment Mgmt	21,179	21,179
Hershey Trust Co Administration Exp	2,835		2,835

- TIN:

TY 2011 TaxesSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Category	Amount	Net Investment Income
2010 990PF Excise Tx	385	385
2011 Estimated Tax	4,000	4,000
Foreign Tax Withheld	43	43