TY 2013 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS

generally cannot redact the information on the form.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

A For the 2013 calendar year, or tax year beginning 01-01-2013 , 2013, and ending 12-31-2013

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
PHIPPS HOUSES

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
902 BROADWAY 13TH FLOOR
Suite

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
NEW YORK, NY100106033

D Employer identification number

11-1187480

E Telephone number

G Gross receipts $ 116,081,109

F Name and address of principal officer:
ADAM WEINSTEIN
902 BROADWAY 13TH FLOOR
NEW YORK,NY100106033

Tax-exempt status: 501(c)(3) 501(c) ( 4 ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.PHIPPSNY.ORG

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1905

M State of legal domicile: NY

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: TO PROVIDE, PROMOTE AND DEVELOP AFFORDABLE HOUSING FOR LOW AND MODERATE INCOME RESIDENTS OF THE NEW YORK METROPOLITAN AREA.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	19
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	19
5	Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......	5	28
6	Total number of volunteers (estimate if necessary) .............	6	23
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	392,389	9,241,739
9	Program service revenue (Part VIII, line 2g) .........	18,858,586	9,737,878
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	3,411,985	2,861,903
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	7,769,368	40,767,688
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	30,432,328	62,609,208
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	64,884	122,718
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	4,614,625	4,347,429
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	5,268,513	6,084,664
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	9,948,022	10,554,811
19	Revenue less expenses. Subtract line 18 from line 12.......	20,484,306	52,054,397
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	156,804,509	214,117,945
21	Total liabilities (Part X, line 26).............	30,547,780	26,847,355
22	Net assets or fund balances. Subtract line 21 from line 20.....	126,256,729	187,270,590

Part II

Signature Block

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 officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2013)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III ..............

Briefly describe the organization’s mission: PHIPPS HOUSES WAS FOUNDED BY HENRY PHIPPS IN 1905 TO PROVIDE AFFORDABLE AND WELL-DESIGNED HOUSING FOR WORKING CLASS NEW YORKERS. PHIPPS HOUSES, A NOT-FOR-PROFIT CORPORATION, IS NEW YORK CITY'S OLDEST AND LARGEST NOT-FOR-PROFIT DEVELOPER, SPONSOR AND OWNER OF HOUSING FOR LOW AND MODERATE-INCOME FAMILIES. THE MISSION OF PHIPPS HOUSES IS THE CREATION OF ENDURING COMMUNITIES FOR SUCH FAMILIES, THROUGH HOUSING DEVELOPMENT, RELATED PROPERTY MANAGEMENT AND SOCIAL SERVICES.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If "Yes," describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If "Yes," describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 5,330,903 including grants of $ 6,500 ) (Revenue $ 9,737,878 )
	TO PROVIDE, PROMOTE AND DEVELOP AFFORDABLE HOUSING FOR LOW AND MODERATE INCOME RESIDENTS OF THE NEW YORK METROPOLITAN AREA.

4b	(Code: ) (Expenses $ 116,218 including grants of $ 116,218 ) (Revenue $ 0 )
	CASH CONTRIBUTIONS TO PHIPPS NEIGHBORHOODS, INC., A NOT-FOR-PROFIT AFFILIATE CLASSIFIED UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, WHICH PROVIDES EDUCATIONAL AND SOCIAL SERVICES TO RESIDENTS OF HOUSING DEVELOPMENTS OWNED AND/OR SPONSORED BY PHIPPS HOUSES AND THEIR COMMUNITIES.

4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses5,447,121

Form 990 (2013)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A........................

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,
Part III............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I Click to see attachment

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

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III Click to see attachment

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

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV Click to see attachment

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

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part V Click to see attachment

......

Yes

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI. Click to see attachment

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

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII Click to see attachment

.......

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX Click to see attachment

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

11d

Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X Click to see attachment

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

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment

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

12a

Yes

Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions)....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2013)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Yes

Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I........

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I...................

25b

Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II....................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV ..........................

28a

A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV.....................

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV...

28c

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........ Click to see attachment

Yes

Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2... Click to see attachment

35b

Yes

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2.............

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2013)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response or note to any line in this Part V ..............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

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

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

Yes

If "Yes," enter the name of the foreign country: MediumBullet

CJ
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If "Yes," did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If "Yes," indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

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

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..

14b

Form 990 (2013)

Page 6

Part VI

Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response or note to any line in this Part VI ..............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

Yes

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

Yes

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If "No," go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

Yes

If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Yes

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

BRIAN BRICKER902 BROADWAY 13TH FLOORNEW YORKNY100106033 (212) 243-9090

Form 990 (2013)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response or note to any line in this Part VII ..............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)
(A) Name and Title
(1) RONAY MENSCHEL........................................................................ CHAIRMAN	3.0 .......................1.0	X	X
(2) DITA AMORY........................................................................ TRUSTEE	1.0 .......................1.0	X
(3) ANDREW AUGENBLICK THRU 313........................................................................ TRUSTEE	1.0 .......................	X
(4) DR ROSCOE C BROWN JR........................................................................ TRUSTEE	1.0 .......................1.0	X
(5) MICHAEL CAMPBELL FROM 313........................................................................ TRUSTEE	1.0 .......................	X
(6) DAVID S CHAO........................................................................ TRUSTEE	1.0 .......................	X
(7) THOMAS CRAIG........................................................................ TRUSTEE	1.0 .......................	X
(8) ROBERT C DINERSTEIN........................................................................ TRUSTEE	1.0 .......................	X
(9) PETER DUNCAN........................................................................ TRUSTEE	1.0 .......................	X
(10) MARYANNE GILMARTIN........................................................................ TRUSTEE	1.0 .......................	X
(11) VICTORIA GUEST........................................................................ TRUSTEE	1.0 .......................	X
(12) BEATRICE GUTHRIE THRU 1213........................................................................ TRUSTEE	1.0 .......................	X
(13) STUART JANNEY III THRU 1213........................................................................ TRUSTEE	1.0 .......................	X
(14) RICHARD KESSLER........................................................................ TRUSTEE	1.0 .......................	X
(15) GARY G KOSTER........................................................................ TRUSTEE	1.0 .......................	X
(16) THOMAS OSTERMAN FROM 313........................................................................ TRUSTEE	1.0 .......................	X
(17) DR FELIX MATOS-RODRIGUEZ........................................................................ TRUSTEE (FROM 3/13)	1.0 .......................	X

Form 990 (2013)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) SCOTT METZNER........................................................................ TRUSTEE	1.0 .......................1.0	X
(19) JAY NEVELOFF FROM 613........................................................................ TRUSTEE	1.0 .......................	X
(20) SCOTT POWELL........................................................................ TRUSTEE	1.0 .......................	X
(21) SCOTT N RESNICK........................................................................ TRUSTEE	1.0 .......................	X
(22) ROBERT E SELSAM........................................................................ TRUSTEE	1.0 .......................	X
(23) ALAN WIENER THRU 313........................................................................ TRUSTEE	1.0 .......................	X
(24) ADAM WEINSTEIN........................................................................ PRESIDENT/CEO	40.0 .......................1.0		X			668,027	0	67,604
(25) MATTHEW KELLY........................................................................ VICE PRESIDENT	40.0 .......................1.0		X			240,051	0	56,483
(26) JOSEPHINE PERRELLA........................................................................ VICE PRESIDENT	15.0 .......................25.0		X			0	241,482	60,332
(27) JAMES ROBERT PIGOTT JR........................................................................ VICE PRESIDENT AND SECRETARY	40.0 .......................1.0		X			240,927	0	60,339
(28) DIANNE MORALES........................................................................ VICE PRESIDENT	1.0 .......................40.0		X			227,865	0	55,023
(29) RONALD RICHARD HILL........................................................................ VICE PRESIDENT	40.0 .......................		X			168,738	0	44,189
(30) MICHAEL WADMAN........................................................................ VICE PRESIDENT	40.0 .......................1.0		X			186,795	0	51,079
(31) BRIAN BRICKER........................................................................ TREASURER	40.0 .......................1.0		X			214,412	0	57,679
(32) PRESTON STOCKMAN........................................................................ CONTROLLER	15.0 .......................25.0		X			0	132,182	26,522
(33) EDWARD ROGERS........................................................................ FINANCIAL SERVICES DIRECTOR	15.0 .......................25.0			X		0	189,712	47,138
(34) CARLYLE BURKE........................................................................ MANAGMENT INFO SYS DIRECTOR	15.0 .......................25.0			X		0	167,103	50,870
(35) COLLEEN MCAULIFFE........................................................................ HUMAN RESOURCES DIRECTOR	15.0 .......................25.0			X		0	201,345	43,407
(36) KAREN HU........................................................................ PROGRAM MANAGER	40.0 .......................1.0				X	127,178	0	27,952

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,073,993	931,824	648,617

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
SKYLINE RESTORATION INC, 1120 37TH AVENUELONG ISLAND CITYNY11101	CONTRACTOR	326,663
Goldman Sachs Co, 200 WEST STREETNEW YORKNY10282	Investment Advisor	116,285
Maxwell Plumb Mechanical Cont Inc, 43-20 203rd STREETBAYSIDENY11361	CONTRACTOR	112,556


2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 3

Form 990 (2013)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII .............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		9,040,589
e	Government grants (contributions)1e		201,150

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			9,241,739
			Business Code
2a	RENTAL INCOME		532000	6,748,012	6,748,012
b	SERVICE FEES		532000	2,989,866	2,989,866
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			9,737,878
3	Investment income (including dividends, interest, and other similar amounts).......			2,858,898			2,858,898
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents	1,571,391
b	Less: rental expenses	610,906
c	Rental income or (loss)	960,485	0
d	Net rental income or (loss).......			960,485			960,485
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	52,864,000
b	Less: cost or other basis and sales expenses	52,860,995
c	Gain or (loss)	3,005
d	Net gain or (loss)..........			3,005			3,005
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	DIVIDENDS FROM SUB		900099	39,007,391			39,007,391
b	MISCELLANEOUS		900099	799,812			799,812
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			39,807,203
12	Total revenue. See Instructions......			62,609,208	9,737,878	0	43,629,591

Form 990 (2013)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	122,718	122,718
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	2,339,211		2,339,211
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	1,399,724	705,871	693,853
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	234,037	90,058	143,979
9	Other employee benefits .......	218,790	202,440	16,350
10	Payroll taxes ...........	155,667	49,564	106,103
11	Fees for services (non-employees):
a	Management ......	317,996	317,996
b	Legal .........	89,816	42,670	47,146
c	Accounting ...........	84,500	17,300	67,200
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	171,530		171,530
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	141,113	88,634	52,479
12	Advertising and promotion ....	9,454		9,454
13	Office expenses .......	104,680	22,987	81,693
14	Information technology ......	194,779	50,886	143,893
15	Royalties ..	0
16	Occupancy ...........	3,869,072	2,922,556	946,516
17	Travel ............	19,543	211	19,332
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	7,620	1,962	5,658
20	Interest ...........	9,237		9,237
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	642,519	604,393	38,126
23	Insurance ..............	89,400	79,594	9,806
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	EXPENSE REIMBURSEMENT	-225,000		-225,000	0
b	BAD DEBT EXPENSE	301,111	31,017	270,094	0
c	SEASONAL EXP &SPECIAL EVENTS	85,396	4,300	81,096
d	VIOLATIONS & FINES	46,003	46,003
e	All other expenses	125,895	45,961	79,934
25	Total functional expenses. Add lines 1 through 24e	10,554,811	5,447,121	5,107,690	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2013)

Page 11


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			499,923	1	3,530,960
2	Savings and temporary cash investments .........			2,338,966	2	3,243,361
3	Pledges and grants receivable, net ...........			0	3	0
4	Accounts receivable, net .............			61,465,489	4	60,517,317
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			17,722,489	7	16,068,216
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ..........			11,053,449	9	7,487,890
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	19,226,454
b	Less: accumulated depreciation .....	10b	10,456,550	8,592,509	10c	8,769,904
11	Investments—publicly traded securities ..........			33,688,889	11	85,506,819
12	Investments—other securities. See Part IV, line 11 .....			21,254,068	12	28,993,478
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			188,727	15	0
16	Total assets. Add lines 1 through 15 (must equal line 34)......			156,804,509	16	214,117,945
17	Accounts payable and accrued expenses .........			4,711,665	17	3,572,594
18	Grants payable .................			0	18	0
19	Deferred revenue ................			26,284	19	41,533
20	Tax-exempt bond liabilities .............			0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			4,274,230	23	8,589,790
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			21,535,601	25	14,643,438
26	Total liabilities. Add lines 17 through 25.........			30,547,780	26	26,847,355
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			126,256,729	27	187,270,590
28	Temporarily restricted net assets ...........			0	28	0
29	Permanently restricted net assets ...........			0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			126,256,729	33	187,270,590
34	Total liabilities and net assets/fund balances ........			156,804,509	34	214,117,945

Form 990 (2013)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

Total revenue (must equal Part VIII, column (A), line 12) ............

62,609,208

Total expenses (must equal Part IX, column (A), line 25) ............

10,554,811

Revenue less expenses. Subtract line 2 from line 1 ..............

52,054,397

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

126,256,729

Net unrealized gains (losses) on investments ...............

2,387,761

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

6,571,703

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

187,270,590

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII .............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.

Form 990 (2013)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- 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.

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Name of the organization

PHIPPS HOUSES

Employer identification number

11-1187480

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 for 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 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 its Form 990PF, Part I, line 2, 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) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization PHIPPS HOUSES

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
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTEDRESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization PHIPPS HOUSES

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) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
PHIPPS HOUSES

Employer identification number

11-1187480

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) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions. SchDMd Bullet

Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

PHIPPS HOUSES

Employer identification number

11-1187480

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2013

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	36,027,855	26,878,479	33,518,275	33,149,567	34,433,054
b	Contributions ........	46,800,000	6,300,000
c	Net investment earnings, gains, and losses	2,864,872	2,849,376	-869,796	3,238,708	5,313,513
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........			5,770,000	2,870,000	6,597,000
f	Administrative expenses ....
g	End of year balance ......	85,692,727	36,027,855	26,878,479	33,518,275	33,149,567

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

100.000 %

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	464,547		464,547
b	Buildings ................	15,874,681	8,498,954	7,375,727
c	Leasehold improvements ............
d	Equipment ................	2,640,164	1,911,679	728,485
e	Other .................	247,062	45,917	201,145
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				8,769,904

Schedule D (Form 990) 2013

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) INVESTMENT IN SUBSIDIARIES	28,993,478	C








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	28,993,478

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
BENEFIT		14,643,438








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		14,643,438
2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................

Schedule D (Form 990) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	65,607,875
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	2,387,761
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	610,906
e	Add lines 2a through 2d .....................			2e	2,998,667
3	Subtract line 2e from line 1.....................			3	62,609,208
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................			4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	62,609,208

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	11,165,717
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	610,906
e	Add lines 2a through 2d......................			2e	610,906
3	Subtract line 2e from line 1.....................			3	10,554,811
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................			4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	10,554,811

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
PART XI, LINE 2D AND PART XII, LINE 2D:	RENTAL EXPENSES DEDUCTED ON FORM 990, PART VIII, LINE 6B.

Schedule D (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
PHIPPS HOUSES

Employer identification number
11-1187480

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) PHIPPS NEIGHBORHOODS INC 902 BROADWAY 13TH FL NEW YORK,NY10010	13-2707665	501(C)(3)	116,218	GENERAL

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2013

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
PART I, LINE 2:	DETAILED SCHEDULES OF EXPENDITURES ARE PREPARED QUARTERLY AND REVIEWED BY MANAGEMENT.

Schedule I (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

PHIPPS HOUSES

Employer identification number

11-1187480

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2013

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)ADAM WEINSTEINPRESIDENT/CEO	(i) (ii)	500,527 0	150,000 0	17,500 0	36,746 0	30,858 0	735,631 0	0 0
(2)MATTHEW KELLYVICE PRESIDENT	(i) (ii)	210,051 0	30,000 0	0 0	34,591 0	21,892 0	296,534 0	0 0
(3)JOSEPHINE PERRELLAVICE PRESIDENT	(i) (ii)	0 201,482	0 25,000	0 15,000	0 34,798	0 25,534	0 301,814	0 0
(4)JAMES ROBERT PIGOTT JRVICE PRESIDENT AND SECRETARY	(i) (ii)	205,927 0	35,000 0	0 0	34,718 0	25,621 0	301,266 0	0 0
(5)DIANNE MORALESVICE PRESIDENT	(i) (ii)	202,865 0	25,000 0	0 0	32,835 0	22,188 0	282,888 0	0 0
(6)RONALD RICHARD HILLVICE PRESIDENT	(i) (ii)	152,738 0	15,000 0	1,000 0	24,315 0	19,874 0	212,927 0	0 0
(7)MICHAEL WADMANVICE PRESIDENT	(i) (ii)	149,795 0	24,000 0	13,000 0	26,917 0	24,162 0	237,874 0	0 0
(8)BRIAN BRICKERTREASURER	(i) (ii)	172,412 0	32,000 0	10,000 0	30,897 0	26,782 0	272,091 0	0 0
(9)PRESTON STOCKMANCONTROLLER	(i) (ii)	0 109,182	0 23,000	0 0	0 19,047	0 7,475	0 158,704	0 0
(10)EDWARD ROGERSFINANCIAL SERVICES DIRECTOR	(i) (ii)	0 143,712	0 30,000	0 16,000	0 27,338	0 19,800	0 236,850	0 0
(11)CARLYLE BURKEMANAGMENT INFO SYS DIRECTOR	(i) (ii)	0 138,103	0 29,000	0 0	0 24,080	0 26,790	0 217,973	0 0
(12)COLLEEN MCAULIFFEHUMAN RESOURCES DIRECTOR	(i) (ii)	0 153,845	0 30,000	0 17,500	0 29,014	0 14,393	0 244,752	0 0
(13)KAREN HUPROGRAM MANAGER	(i) (ii)	109,178 0	18,000 0	0 0	18,326 0	9,626 0	155,130 0	0 0

Schedule J (Form 990) 2013

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation

Schedule J (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

PHIPPS HOUSES

Employer identification number

11-1187480

Return Reference	Explanation
FORM 990, PART VI, SECTION B, LINE 11B:	THE EXECUTIVE COMMITTEE OF THE ORGANIZATION'S BOARD RECEIVES A COPY OF FORM 990 PRIOR TO SUBMISSION. THE EXECUTIVE COMMITTEE REVIEWS AND APPROVES FORM 990 AND REPORTS THE RESULTS OF THEIR REVIEW TO THE ENTIRE BOARD OF TRUSTEES.
FORM 990, PART VI, SECTION B, LINE 12C:	OFFICERS AND DIRECTORS MUST COMPLETE AND CERTIFY ANNUALLY A LIST OF CONFLICTS OF INTEREST.
FORM 990, PART VI, SECTION B, LINES 15A AND 15B:	Every third year, outside consultants are hired to conduct a comparative compensation survey. Additionally, various salary studies and Form 990's of comparable organizations are reviewed on an annual basis. After review of aforementioned and further deliberation, the Compensation Committee approves compensation for all officers and key employees.
FORM 990, PART VI, SECTION C, LINE 19:	THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST.
FORM 990, PART VII:	THE COMPENSATION OF THE PRESIDENT AND CEO REFLECTS HIS CONTRIBUTIONS TO NOT ONLY PHIPPS HOUSES BUT TO ALL OF ITS AFFILIATED ENTITIES. ON A CONSOLIDATED BASIS, IN 2012, THE PHIPPS HOUSES GROUP HAD REVENUE OF $137 MILLION AND ASSETS OF $942 MILLION.
FORM 990, PART XI, LINE 9:	POSTRETIREMENT BENEFIT ADJUSTMENT

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

PHIPPS HOUSES

Employer identification number

11-1187480

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) 63 THOMPSON STREET LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-4231944	REAL ESTATE	NY	0	48,241	NA
(2) 382 163RD STREET LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-4074630	REAL ESTATE	NY	0	0	NA
(3) COURTLANDT CORNER LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-1746629	REAL ESTATE	NY	0	279	NA
(4) EXTRA PLACE LEASING LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-0893840	REAL ESTATE	NY	877,917	536,702	NA
(5) PHIPPS CG LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-4126719	REAL ESTATE	NY	2,039,499	2,088,675	NA
(6) SUNNYSIDE GARDEN APARTMENTS LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-3876946	REAL ESTATE	NY	7,073,582	36,521,465	NA
(7) PHIPPS CG II LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-2819472	REAL ESTATE	NY	2,036,846	2,086,490	NA
(8) COURTLANDT CORNERS I LEASING LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-2883399	REAL ESTATE	NY	105,842	112,212	NA
(9) COURTLANDT CORNERS II LEASING LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-2883458	REAL ESTATE	NY	450,639	405,957	NA
(10) PHIPPS EAST TREMONT NG LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-3068203	REAL ESTATE	NY	0	0	NA
(11) PHIPPS CG III LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-0664672	REAL ESTATE	NY	0	0	NA
(12) PHIPPS HPS GP LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 46-1995022	REAL ESTATE	NY	0	0	NA
(13) PHIPPS HPS B SHARE LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 46-1985980	REAL ESTATE	NY	0	0	NA
(14) SUNNYSIDE - BARNETT ASSOCIATES LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 46-3623700	REAL ESTATE	NY	0	0	NA

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) 760-770 EAST TREMONT AVENUE HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-3351137	REAL ESTATE	NY	501(C)(3)	9		Yes
(2) 1691 FULTON AVENUE HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-1830119	REAL ESTATE	NY	501(C)(4)			Yes
(3) 2136 CROTONA PARKWAY HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-3510007	REAL ESTATE	NY	501(C)(3)	9		Yes
(4) BELLWEST MANAGEMENT CORPORATION 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-2736357	REAL ESTATE	NY	501(C)(4)			Yes
(5) CROTONA PARK WEST HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-3514343	REAL ESTATE	NY	501(C)(3)	9		Yes
(6) ECUMENICAL COMM HOUSING OPPORTUN HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-3204664	REAL ESTATE	NY	501(C)(3)	9		Yes
(7) FABRIA HOUSES HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-4209558	REAL ESTATE	NY	501(C)(4)			Yes
(8) HANCOCK PLACE APARTMENTS HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-3610425	REAL ESTATE	NY	501(C)(4)			Yes
(9) HENRY PHIPPS PLAZA EAST INC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-2670905	REAL ESTATE	NY	501(C)(4)			Yes
(10) HENRY PHIPPS PLAZA SOUTH HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 23-7389743	REAL ESTATE	NY	501(C)(3)	9		Yes
(11) HOMES FOR NEW YORKERS INC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-2875896	REAL ESTATE	NY	501(C)(3)	7		Yes
(12) HONEYWELL II HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-0535084	REAL ESTATE	NY	501(C)(4)			Yes
(13) LA CASA DE FELICIDAD HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-4132203	REAL ESTATE	NY	501(C)(3)	9		Yes
(14) MAPES BOULEVARD HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-3520270	REAL ESTATE	NY	501(C)(3)	11		Yes
(15) MONTERREY APARTMENTS HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-2851500	REAL ESTATE	NY	501(C)(4)			Yes
(16) PHIPPS AFFORDABLE HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-0018002	REAL ESTATE	NY	501(C)(4)			Yes
(17) PHIPPS NEIGHBORHOOD INC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-2707665	REAL ESTATE	NY	501(C)(3)	7		Yes
(18) SALEM HOUSE HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-4569324	REAL ESTATE	NY	501(C)(3)			Yes
(19) WEST 128TH STREET HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-0422614	REAL ESTATE	NY	501(C)(4)			Yes
(20) COURTLANDT CORNERS I HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-2883270	REAL ESTATE	NY	501(C)(4)			Yes
(21) COURTLANDT CORNERS II HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-2883163	REAL ESTATE	NY	501(C)(4)			Yes
(22) HOBBS CIENA HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-2667525	REAL ESTATE	NY	501(C)(4)			Yes
(23) RCB APARTMENTS HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-2669287	REAL ESTATE	NY	501(C)(4)			Yes
(24) HENRY PHIPPS PLAZA EAST HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-3324242	REAL ESTATE	NY	501(C)(4)			Yes
(25) HENRY PHIPPS PLAZA NORTH HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-3324332	REAL ESTATE	NY	501(C)(4)			Yes
(26) VIA VERDE HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-1028651	REAL ESTATE	NY	501(C)(4)			Yes
(27) COURTLANDT COMMUNITY HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-0339889	REAL ESTATE	NY	501(C)(4)			Yes
(28) PHIPPS AFFORDABLE II HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-0942992	REAL ESTATE	NY	501(C)(4)			Yes
(29) ECHO APARTMENTS HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-0942950	REAL ESTATE	NY	501(C)(4)			Yes
(30) DEMPSEY APARTMENTS HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-1313121	REAL ESTATE	NY	501(C)(4)			Yes
(31) 63 THOMPSON STREET HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-0646479	REAL ESTATE	NY	501(C)(4)			Yes
(32) EXTRA PLACE HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-1295462	REAL ESTATE	NY	501(C)(4)			Yes
(33) VIA VERDE HOME HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-1340159	REAL ESTATE	NY	501(C)(4)			Yes
(34) COURTLANDT CRESCENT HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-5018460	REAL ESTATE	NY	501(C)(4)			Yes
(35) 710 EAST 9TH STREET HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-4735657	REAL ESTATE	NY	501(C)(4)			Yes
(36) LEBANON WEST FARMS HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 90-0732893	REAL ESTATE	NY	501(C)(4)			Yes
(37) PHIPPS AFFORDABLE HOUSING SUPPORT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 45-2159735	REAL ESTATE	NY	501(C)(4)			Yes
(38) PHIPPS AFFORDABLE HOUSING ADMINIST CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 45-3182675	REAL ESTATE	NY	501(C)(4)			Yes
(39) BROOK 156 HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 45-3204354	REAL ESTATE	NY	501(C)(4)			Yes
(40) 1039 BOSTON ROAD HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 47-0904138	REAL ESTATE	NY	501(C)(4)			Yes
(41) FULTON AVENUE - JEFFERSON PLACE HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-4122332	REAL ESTATE	NY	501(C)(4)			Yes
(42) Daly 180 HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 46-2496701	REAL ESTATE	NY	501(C)(4)			Yes
(43) Hunters Point South HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 90-0859601	REAL ESTATE	NY	501(C)(4)			Yes
(44) Hunters Point South Borden HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 80-0881078	REAL ESTATE	NY	501(C)(4)			Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2013

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) PLAZA SOUTH MANAGEMENT CO II LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-2766739	REAL ESTATE M	NY	NA	none	0	0		No	0		No
(2) VIA VERDE RENTAL LEASING LLC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-1648016	REAL ESTATE M	NY	NA	NONE	0	0		No	0		No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) PHIPPS HOUSES SERVICES INC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-2643137	REAL ESTATE MGMT.	NY	NA	C	9,798,382	6,729,071	100.000 %	Yes
(2) LAMBERT MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-2697152	REAL ESTATE MGMT.	NY	NA	C	104,174	2,010,232	100.000 %	Yes
(3) PLAZA SOUTH MANAGEMENT CO INC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-3475784	REAL ESTATE MGMT.	NY	NA	C	0	257,479	100.000 %	Yes
(4) DALY AVENUE MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-3864422	REAL ESTATE MGMT.	NY	NA	C		776,518	79.000 %	Yes
(5) LPV MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-4010193	REAL ESTATE MGMT.	NY	NA	C	4,899	26,059	51.000 %	Yes
(6) 912 EAST 178TH STREET MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 81-0589904	REAL ESTATE MGMT.	NY	NA	C	0	0	100.000 %	Yes
(7) 1039 BOSTON ROAD MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 81-0589883	REAL ESTATE MGMT.	NY	NA	C	20,500	0	51.000 %	Yes
(8) EXTRA PLACE MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-1412264	REAL ESTATE MGMT.	NY	NA	C	0	0	100.000 %	Yes
(9) 1691 FULTON AVENUE MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-2522066	REAL ESTATE MGMT.	NY	NA	C	5	481,627	100.000 %	Yes
(10) MONTEREY APARTMENTS MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-2521495	REAL ESTATE MGMT.	NY	NA	C	12,763	0	100.000 %	Yes
(11) HANCOCK PLACE APARTMENTS MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-3610633	REAL ESTATE MGMT.	NY	NA	C	1	0	100.000 %	Yes
(12) FABRIA HOUSES MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-3676393	REAL ESTATE MGMT.	NY	NA	C	0	0	100.000 %	Yes
(13) SALEM HOUSE MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-3676527	REAL ESTATE MGMT.	NY	NA	C	0	0	100.000 %	Yes
(14) HONEYWELL II MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-8540547	REAL ESTATE MGMT.	NY	NA	C	0	0	100.000 %	Yes
(15) WEST 128TH STREET MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 20-8540503	REAL ESTATE MGMT.	NY	NA	C	0	0	79.000 %	Yes
(16) FAJP MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-4103624	REAL ESTATE MGMT.	NY	NA	C	25,138	194,459	100.000 %	Yes
(17) LA PUERTA DE VITALIDAD HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-4121630	REAL ESTATE MGMT.	NY	NA	C	0	0		Yes
(18) MAPES COURT PROPERTIES INC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 13-3499950	REAL ESTATE MGMT.	NY	NA	C	15,417	116,338		Yes
(19) 912 EAST 178TH STREET HDFC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 74-3110588	REAL ESTATE MGMT.	NY	NA	C	0	0		Yes
(20) COURTLANDT CORNERS I MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 71-1047245	REAL ESTATE MGMT.	NY	NA	C	0	0	100.000 %	Yes
(21) COURTLANDT CORNERS II MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 71-1047247	REAL ESTATE MGMT.	NY	NA	C	0	0	100.000 %	Yes
(22) COURTLANDT CORNERS I INC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-2883604	REAL ESTATE MGMT.	NY	NA	C	3	4,773,388	100.000 %	Yes
(23) COURTLANDT CORNERS II INC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-2883651	REAL ESTATE MGMT.	NY	NA	C	951	4,242,240	100.000 %	Yes
(24) RCB APARTMENTS MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-2454054	REAL ESTATE MGMT.	NY	NA	C	0	0	100.000 %	Yes
(25) HOBBS CIENA MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-3860922	REAL ESTATE MGMT.	NY	NA	C	0	0	100.000 %	Yes
(26) VIA VERDE RENTAL MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 26-4010204	REAL ESTATE MGMT.	NY	NA	C	0	24,744	100.000 %	Yes
(27) VIA VERDE RENTAL INC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-1311862	REAL ESTATE MGMT.	NY	NA	C	3	5,447,622	100.000 %	Yes
(28) PHIPPS VIA VERDE HOMES INC 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-1311897	REAL ESTATE MGMT.	NY	NA	C	93,980	2,684,436	100.000 %	Yes
(29) COURTLANDT COMMUNITY MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-1027421	REAL ESTATE MGMT.	NY	NA	C	0	0	100.000 %	Yes
(30) ECHO APARTMENTS MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-1028597	REAL ESTATE MGMT.	NY	NA	C	0	0		Yes
(31) DEMPSEY APARTMENTS MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-0997935	REAL ESTATE MGMT.	NY	NA	C	0	0	21.000 %	Yes
(32) COURTLANDT CRESCENT MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-2489763	REAL ESTATE MGMT.	NY	N/A	C	0	0		Yes
(33) 710 EAST 9TH STREET MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-2902339	REAL ESTATE MGMT.	NY	N/A	C	0	0	51.000 %	Yes
(34) LEBANON WEST FARMS MANAGEMENT CORP 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 27-4159356	REAL ESTATE MGMT.	NY	N/A	C	0	0		Yes
(35) Courtlandt Crescent Inc 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 46-1678848	REAL ESTATE MGMT.	NY	N/A	C	39	2,755,372		Yes
(36) Phipps HPS LIHTC Associates Inc 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 80-0878178	REAL ESTATE MGMT.	NY	N/A	C	0	0		Yes
(37) Lebanon West Farms Inc 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 45-5385359	REAL ESTATE MGMT.	NY	N/A	C	0	0		Yes
(38) Sunnyside Member Corporation 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 46-4993774	REAL ESTATE MGMT.	NY	N/A	C	0	0		Yes
(39) VIA VERDE CONDOMINIUM 902 BROADWAY 13TH FLOOR NEW YORK,NY10010 90-0877787	HOMEOWNERS ASSOC.	NY	N/A		0	0		Yes

Schedule R (Form 990) 2013

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

Yes

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) BELLWEST MANAGEMENT CORP	F	37,861,500	CASH
(2) HENRY PHIPPS PLAZA NORTH HDFC	A	26,857	ACCRUAL
(3) PHIPPS COMMUNITY DEVELOPMENT CORP	B	116,218	CASH
(4) PHIPPS HOUSES SERVICES INC	K	384,717	ACCRUAL
(5) PHIPPS HOUSES SERVICES INC	P	398,847	CASH
(6) PHIPPS HOUSES SERVICES INC	Q	1,727,947	CASH
(7) PHIPPS VIA VERDE HOMES INC	F	307,723	CASH
(8) VIA VERDE RENTAL INC	F	283,513	CASH

Schedule R (Form 990) 2013

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2013

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2013

Additional Data

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