Form990
Click to see attachment
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 black lung benefit trust or private foundation)

MediumBullet The organization may have to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0047
2012
Open to Public Inspection
A For the 2012 calendar year, or tax year beginning 07-01-2012 , 2012, and ending 06-30-2013
BCheck if applicable:
CName of organization
TRUSTEES OF PHILLIPS ACADEMY
 
Doing Business As
 
 
Number and street (or P.O. box if mail is not delivered to street address)
180 MAIN STREET
Suite
Room/suite
City or town, state or country, and ZIP + 4
ANDOVER, MA018104161
D Employer identification number

04-2103579
E Telephone number

G Gross receipts $ 318,259,544
F Name and address of principal officer:
John G Palfrey
180 MAIN STREET
ANDOVER,MA018104161
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
WWW.ANDOVER.EDU
H(a)
Is this a group return for
affiliates?
H(b)
Are all affiliates included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1778
M State of legal domicile: MA
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: SEE SCHEDULE O
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 22
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 21
5 Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...... 5 1,042
6 Total number of volunteers (estimate if necessary) ............. 6 2,756
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 464,494
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b -260,335
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 46,114,578 30,632,966
9 Program service revenue (Part VIII, line 2g) ......... 52,324,602 56,086,712
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 37,605,003 59,253,212
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 471,932 584,609
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 136,516,115 146,557,499
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 17,677,994 18,802,078
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) 49,798,058 50,237,502
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 23,773 26,772
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet8,317,383    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 39,212,744 38,178,713
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 106,712,569 107,245,065
19 Revenue less expenses. Subtract line 18 from line 12....... 29,803,546 39,312,434
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 1,120,609,083 1,208,400,446
21 Total liabilities (Part X, line 26)............. 146,657,542 140,724,187
22 Net assets or fund balances. Subtract line 21 from line 20..... 973,951,541 1,067,676,259
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
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
 
Preparer's signature
Date
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) ............
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2012)
Form 990 (2012)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response to any question in this Part III ...............
1
Briefly describe the organization’s mission: SEE SCHEDULE O
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If “Yes,” describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If “Yes,” describe these changes on Schedule O.
4
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 $ 81,052,593 including grants of $ 18,196,562 ) (Revenue $ 51,597,085 )
EDUCATION, 1,142 STUDENTS - REGULAR SESSION GRADES 9 - 12: PHILLIPS ACADEMY IS A RESIDENTIAL SECONDARY SCHOOL WHICH SEEKS STUDENTS OF INTELLIGENCE AND INTEGRITY FROM DIVERSE CULTURAL, RACIAL, SOCIOECONOMIC AND GEOGRAPHIC BACKGROUNDS. THE SCHOOL'S RESIDENTIAL STRUCTURE ENABLES FACULTY TO SUPPORT STUDENTS IN THEIR PERSONAL, SOCIAL AND INTELLECTUAL DEVELOPMENT. THE ACADEMIC PROGRAM FOSTERS EXCELLENCE IN ALL DISCIPLINES WITHIN THE LIBERAL ARTS TRADITION. FACULTY MEMBERS GUIDE STUDENTS IN MASTERING SKILLS, ACQUIRING KNOWLEDGE AND THINKING CRITICALLY, CREATIVELY AND INDEPENDENTLY. THE SCHOOL STRIVES TO HELP YOUNG PEOPLE ACHIEVE THEIR POTENTIAL NOT ONLY INTELLECTUALLY, BUT ALSO ARTISTICALLY, ATHLETICALLY AND MORALLY, SO THAT THEY MAY LEAD RESPONSIBLE AND FULFILLING LIVES. THE ACADEMY IS COMMITTED TO ESTABLISHING AN ENVIRONMENT THAT ENCOURAGES PEOPLE OF DIVERSE BACKGROUNDS AND BELIEFS TO UNDERSTAND AND RESPECT ONE ANOTHER AND TO BE SENSITIVE TO THE DIFFERENCES OF GENDER, ETHNICITY, CLASS AND SEXUAL ORIENTATION. IN ITS PROGRAMS THE SCHOOL SEEKS TO PROMOTE A BALANCE OF LEADERSHIP, COOPERATION AND SERVICE, TOGETHER WITH A DEEPER AWARENESS OF THE GLOBAL COMMUNITY AND NATURAL WORLD. ANDOVER'S 1778 CONSTITUTION CHARGES THE ACADEMY TO PREPARE "YOUTH FROM EVERY QUARTER" TO UNDERSTAND THAT "GOODNESS WITHOUT KNOWLEDGE IS WEAK...YET KNOWLEDGE WITHOUT GOODNESS IS DANGEROUS." THIS OBLIGATION CHALLENGES STUDENTS IN MIND, BODY AND SPIRIT TO SEE BEYOND THEMSELVES AND TO GO BEYOND THE FAMILIAR; TO REMAIN COMMITTED TO DEVELOPING WHAT IS FINEST IN THEMSELVES AND OTHERS, FOR OTHERS AND THEMSELVES.
4b (Code:   ) (Expenses $ 2,778,003 including grants of $ 369,410 ) (Revenue $ 4,449,876 )
EDUCATION, 550 STUDENTS - SUMMER SESSION: THE SUMMER SESSION OFFERS ITS STUDENTS FIVE WEEKS OF INTENSIVE ACADEMIC AND PERSONAL GROWTH. IT ENCOMPASSES DEMANDING CLASSES, RECREATIONAL AFTERNOON ACTIVITIES, ENGAGING TRIPS TO COLLEGES, SOCIAL AND CULTURAL OPPORTUNITIES, AND WELCOMING DORMITORIES THAT PREPARE STUDENTS FOR COLLEGIATE RESIDENTIAL LIFE IN AN ENVIRONMENT DESIGNED FOR THEIR AGE GROUP. IN KEEPING WITH ONE OF THE ACADEMY'S IDEALS "TO BE A PRIVATE SCHOOL WITH A PUBLIC PURPOSE", SUMMER SESSION STRIVES YEARLY TO INCREASE ITS FINANCIAL AID BUDGET IN ORDER TO OFFER THE EXPERIENCE TO EVER MORE QUALIFIED AND DESERVING APPLICANTS. SUMMER SESSION ALSO WORKS COOPERATIVELY WITH OTHER PROGRAMS SUCH AS MINDS MATTER, THE JACK KENT COOKE FOUNDATION, MEMPHIS PREP, WIGHT SCHOLARS, AND OTHERS TO IDENTIFY SCHOLARS "FROM EVERY QUARTER". FINALLY, SUMMER SESSION PROVIDES THE UMBRELLA FOR THE OTHER OUTREACH PROGRAMS THAT POPULATE THE CAMPUS DURING THE SUMMER, MAKING SURE THAT THEIR PHYSICAL AND RESIDENTIAL NEEDS ARE MET.
4c (Code:   ) (Expenses $ 640,619 including grants of $ 4,818 ) (Revenue $   )
EDUCATION, 112 STUDENTS - MATH AND SCIENCE FOR MINORITY STUDENTS (MS) 2: (MS) 2, FOUNDED IN 1977, OFFERS AFRICAN AMERICAN, LATINO AND NATIVE AMERICAN PUBLIC SCHOOL STUDENTS FROM TARGETED CITIES ACROSS THE UNITED STATES THE OPPORTUNITY TO IMMERSE THEMSELVES IN THE STUDY OF MATHEMATICS AND SCIENCE FOR THREE CONSECUTIVE SUMMERS AT PHILLIPS ACADEMY. THE PROGRAM IS FREE TO ALL STUDENTS ACCEPTED AND INCLUDES TRAVEL TO AND FROM ANDOVER. STUDENTS BEGIN THE PROGRAM THE SUMMER FOLLOWING 9TH GRADE; THEREFORE, THEY MUST BE IN 9TH GRADE WHEN THEY APPLY. THE PROGRAM PROVIDES THE SCHOLARS WITH RIGOROUS CHALLENGES IN ORDER TO PREPARE THEM BETTER FOR COLLEGE AND CAREERS IN ENGINEERING, SCIENCE, MEDICINE, COMPUTERS AND OTHER TECHNICAL FIELDS.
4d Other program services (Describe in Schedule O.)
(Expenses $ 954,599 including grants of $ 231,288 ) (Revenue $ 46,000 )
4e Total program service expensesMediumBullet85,425,814
Form 990 (2012)
Form 990 (2012)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule AClick to see attachment........................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment...
2
Yes
 
3
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 IClick to see attachment..........
3
 
No
4
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 IIClick to see attachment........
4
Yes
 
5
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 IIIClick to see attachment............................
5
 
No
6
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 IClick to see attachment........................
6
 
No
7
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 IIClick to see attachment...
7
 
No
8
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....................
8
Yes
 
9
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 IVClick to see attachment..............
9
 
No
10
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 VClick to see attachment......
10
Yes
 
11
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.
a
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
 
b
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 VIIClick to see attachment.......
11b
Yes
 
c
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 VIIIClick to see attachment.......
11c
 
No
d
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 IXClick to see attachment............
11d
 
No
e
Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
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 XClick to see attachment.........................
11f
Yes
 
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
 
b
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
 
No
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule EClick to see attachment....
13
Yes
 
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
 
No
b
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......... Click to see attachment
14b
Yes
 
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IVClick to see attachment
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV... Click to see attachment
16
 
No
17
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).... Click to see attachment
17
Yes
 
18
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............ Click to see attachment
18
 
No
19
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................... Click to see attachment
19
 
No
20a
Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....
20a
 
No
b
If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2012)
Form 990 (2012)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment
21
Yes
 
22
Did the organization report more than $5,000 of grants and 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
22
Yes
 
23
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
23
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 25................ Click to see attachment
24a
Yes
 
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
No
c
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
 
No
d
Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...
24d
 
No
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........ Click to see attachment
25a
 
No
b
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................... Click to see attachment
25b
 
No
26
Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II.......................... Click to see attachment
26
Yes
 
27
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......... Click to see attachment
27
Yes
 
28
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
A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV .......................... Click to see attachment
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV..................... Click to see attachment
28b
Yes
 
c
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... Click to see attachment
28c
Yes
 
29
Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..Click to see attachment
29
Yes
 
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............. Click to see attachment
30
Yes
 
31
Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................
32
 
No
33
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
33
 
No
34
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
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
 
No
b
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...
35b
 
 
36
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............. Click to see attachment
36
 
No
37
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 VIClick to see attachment
37
 
No
38
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. ............
38
Yes
 
Form 990 (2012)
Form 990 (2012)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response to any question in this Part V ...............
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
397
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
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 ..................
2a
1,042
b
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)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
Yes
 
b
If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....
3b
Yes
 
4a
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)?..........................
4a
 
No
b
If "Yes," enter the name of the foreign country: MediumBullet
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
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?...
6a
 
No
b
If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
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?....................
7a
 
No
b
If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If “Yes,” indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
 
 
8
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?............
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?..........
9a
 
 
b
Did the organization make a distribution to a donor, donor advisor, or related person?.......
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
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
 
 
b
If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
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
 
 
b
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
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..
14b
 
 
Form 990 (2012)
Form 990 (2012)
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 to any question in this Part VI ...............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
22
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.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
21
2
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? .................
2
Yes
 
3
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? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
 
No
7a
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? ....................
7a
 
No
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
 
No
9
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.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
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
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
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
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
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
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
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?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
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
 
No
b
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
 
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
ME , MA , NY
18
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.
19
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.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBulletSTEPHEN D CARTER180 MAIN STREETANDOVERMA018104161 (978) 749-4000
Form 990 (2012)
Form 990 (2012)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response to any question 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.

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

RoundBullet 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.

RoundBullet 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) 		(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
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(1) JOHN G PALFREY........................................................................
HEAD SCHL/TRUST
 60.0
.......................   		X   X       185,843 0 49,496
(2) ROBERT J CAMPBELL........................................................................
TRUSTEE
 3.0
.......................   		X                
(3) DANIEL P CUNNINGHAM........................................................................
TRUSTEE
 3.0
.......................   		X                
(4) PETER LS CURRIE........................................................................
TRUSTEE, PRESIDENT
 3.0
.......................   		X                
(5) LOUIS G ELSON........................................................................
TRUSTEE
 3.0
.......................   		X                
(6) AMY C FALLS........................................................................
TRUSTEE
 3.0
.......................   		X           0 0 0
(7) SHELLY D GUYER........................................................................
TRUSTEE
 3.0
.......................   		X                
(8) THOMAS C ISRAEL........................................................................
TRUSTEE, TREASURER
 4.0
.......................   		X   X            
(9) MOLLIE L LASATER........................................................................
TRUSTEE
 3.0
.......................   		X                
(10) CHIEN LEE........................................................................
TRUSTEE
 3.0
.......................   		X                
(11) GARY LEE........................................................................
TRUSTEE
 3.0
.......................   		X                
(12) TRISTIN MANNION........................................................................
TRUSTEE
 3.0
.......................   		X                
(13) SCOTT MEAD........................................................................
TRUSTEE
 3.0
.......................   		X                
(14) TAMMY SNYDER MURPHY........................................................................
TRUSTEE
 3.0
.......................   		X                
(15) STEPHEN C SHERRILL........................................................................
TRUSTEE
 3.0
.......................   		X                
(16) JOSHUA L STEINER........................................................................
TRUSTEE
 3.0
.......................   		X                
(17) CHRISTOPHER S AUGUSTE........................................................................
ALUMNI TRUSTEE
 3.0
.......................   		X                
Form 990 (2012)
Form 990 (2012)
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
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(18) THOMAS BEATON........................................................................
ALUMNI TRUSTEE
 3.0
.......................   		X                
(19) CORINNE T FIELD........................................................................
ALUMNI TRUSTEE
 3.0
.......................   		X                
(20) REJJI P HAYES........................................................................
ALUMNI TRUSTEE
 3.0
.......................   		X                
(21) STEVEN T HO........................................................................
ALUMNI TRUSTEE
 3.0
.......................   		X                
(22) MARJORIE W KING........................................................................
ALUMNI TRUSTEE
 3.0
.......................   		X                
(23) STEPHEN D CARTER........................................................................
CHIEF OPERATING & FIN OFFICER
 55.0
.......................   		    X       255,651 0 75,978
(24) MICHAEL REIST........................................................................
CHIEF INVEST. OFFICER
 55.0
.......................   		      X     418,072 0 41,141
(25) PETER R RAMSEY........................................................................
SECRETARY OF THE ACADEMY
 55.0
.......................   		      X     284,652 0 79,854
(26) TEMBA T MAQUBELA........................................................................
ASST. HEAD/DEAN OF FACULTY
 55.0
.......................   		      X     213,133 0 98,265
(27) REBECCA M SYKES........................................................................
ASSOC. HEAD OF SCHOOL
 55.0
.......................   		      X     209,536 0 74,649
(28) BRIAN T ALLEN........................................................................
DIR ADDISON GALLRY OF AMER ART
 55.0
.......................   		      X     180,378 0 26,919
(29) BARBARA D GROSS........................................................................
SENIOR PHILANTHROPIC OFFICER
 55.0
.......................   		        X   175,335 0 26,698
(30) DAVID A FLASH........................................................................
DIRECTOR OF GIFT PLANNING
 55.0
.......................   		        X   177,956 0 95,492
(31) CHRISTINE M ADAMS........................................................................
DIRECTOR OF DEVELOPMENT
 55.0
.......................   		        X   190,151 0 21,365
(32) MICHAEL SHAY........................................................................
DIRECTOR OF INVESTMENTS
 55.0
.......................   		        X   203,172 0 20,002
(33) BARBARA L CHASE........................................................................
FMR. HEAD OF SCH.(Ret.6.30.12)
 60.0
.......................   		        X   1,557,033 0 50,396
(34) JANE F FRIED........................................................................
FORMER DEAN OF ADMISSION
 55.0
.......................   		          X 117,761 0 53,646
1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 4,168,673 0 713,901
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet42
Yes
No
3
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 ..............
3
Yes
 
4
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...........................
4
Yes
 
5
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 ........
5
 
No
Section B. Independent Contractors
1
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
ARAMARK CORPORATION PARESKY COMMON, 1101 MARKET STREETPHILADELPHIAPA19107 DINING HALL SERVICES 5,574,245
CONSIGLI CONSTRUCTION CO INC, 72 SUMNER STREETMILFORDMA01757 CONSTRUCTION MGMT 4,067,588
WINDOVER CONSTRUCTION, 13 ELM STREETMANCHESTERMA01944 CONSTRUCTION MGMT 1,567,310
AJ MARTINI INC, 5 LOWELL AVENUEWINCHESTERMA01890 CONSTRUCTION MGMT 1,423,482
CHANNEL BUILDING CO INC, 355 MIDDLESEX AVENUEWILMINGTONMA01887 CONSTRUCTION MGMT 706,065
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet25
Form 990 (2012)
Form 990 (2012)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response to any question in this Part VIII ..............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512, 513, or 514
Contributions, Gifts, Grants and Other Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d  
e Government grants (contributions)1e 12,000
f All other contributions, gifts, grants, and
similar amounts not included above1f 		30,620,966
g Noncash contributions included in lines
1a-1f:$ 		3,956,729
h Total. Add lines 1a-1f.......MediumBullet 30,632,966
Program Service Revenue Business Code
2a TUITION AND FEES 900099 53,129,488 53,129,488    
b OTHER INCOME 900099 2,957,224 2,957,224    
c
d
e
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet 56,086,712
Other Revenue 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 5,192,833     5,192,833
4 Income from investment of tax-exempt bond proceeds..MediumBullet 0      
5 Royalties...........MediumBullet 0      
(i) Real (ii) Personal
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss) 0 0
d Net rental income or (loss).......MediumBullet 0      
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 225,778,988  
b Less: cost or other basis and sales expenses 171,718,609  
c Gain or (loss) 54,060,379  
d Net gain or (loss)..........MediumBullet 54,060,379   -113,866 54,174,245
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..MediumBullet 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...MediumBullet 0      
10a Gross sales of inventory, less
returns and allowances .
a 22,813
b Less: cost of goods sold ..b -16,564
c Net income or (loss) from sales of inventory..MediumBullet 6,249 6,249    
Miscellaneous Revenue Business Code
11a HOCKEY RINK 713940 497,142   497,142  
b CHILD CARE CENTER 624410 44,213   44,213  
c COURTS & CAGE 713940 27,000   27,000  
d All other revenue .... 10,005   10,005  
e Total. Add lines 11a–11d ...... MediumBullet 578,360
12 Total revenue. See Instructions......MediumBullet 146,557,499 56,092,961 464,494 59,367,078
Form 990 (2012)
Form 990 (2012)
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 to any question 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 21 195,782 195,782
2 Grants and other assistance to individuals in the United States. See Part IV, line 22 18,606,296 18,606,296
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 .... 2,752,115 307,933 1,563,119 881,063
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .... 216,015 124,745   91,270
7 Other salaries and wages 37,785,543 29,544,801 4,927,110 3,313,632
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 3,447,948 2,717,876 436,631 293,441
9 Other employee benefits ....... 2,977,296 2,465,853 301,151 210,292
10 Payroll taxes ........... 3,058,585 2,303,398 441,416 313,771
11 Fees for services (non-employees):        
a Management ...... 0      
b Legal ......... 282,599   282,599  
c Accounting ........... 122,623   122,623  
d Lobbying ........... 0      
e Professional fundraising services. See Part IV, line 17 26,772 26,772
f Investment management fees ...... 1,206,143   1,206,143  
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ 248,276 164,627 52,525 31,124
12 Advertising and promotion .... 89,657 89,657    
13 Office expenses ....... 5,183,924 3,430,053 1,007,102 746,769
14 Information technology ...... 311,797 155,899 93,539 62,359
15 Royalties .. 38,894 38,894    
16 Occupancy ........... 4,227,603 3,741,001 415,667 70,935
17 Travel ............ 668,901 383,585 43,568 241,748
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 0      
19 Conferences, conventions, and meetings .... 232,445 102,429 14,399 115,617
20 Interest ........... 3,770,013 2,800,446 715,788 253,779
21 Payments to affiliates ....... 0      
22 Depreciation, depletion, and amortization ..... 7,394,057 6,234,163 1,006,199 153,695
23 Insurance .............. 703,575 579,213 91,064 33,298
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 REPLACEMENT & RENEWAL 3,412,600 3,412,600    
b FOOD SERVICE 2,738,667 2,738,667    
c INSTRUCTION 2,037,902 2,037,902    
d OFFICE OF ACADEMY RESOURCES 1,477,252     1,477,252
e All other expenses 4,031,785 3,249,994 781,225 566
25 Total functional expenses. Add lines 1 through 24e 107,245,065 85,425,814 13,501,868 8,317,383
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 MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2012)
Form 990 (2012)
Page 11
Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash—non-interest-bearing ............. 33,614,654 1 14,110,529
2 Savings and temporary cash investments ......... 0 2 0
3 Pledges and grants receivable, net ........... 53,560,637 3 49,879,218
4 Accounts receivable, net ............. 614,854 4 461,420
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
260,602 5 179,759
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 ............. 747,649 7 701,635
8 Inventories for sale or use .............. 668,230 8 612,604
9 Prepaid expenses and deferred charges .......... 3,386,624 9 3,402,435
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 323,378,702
b Less: accumulated depreciation ..... 10b 88,951,663 227,261,597 10c 234,427,039
11 Investments—publicly traded securities .......... 132,975,037 11 159,109,655
12 Investments—other securities. See Part IV, line 11 ..... 661,221,904 12 722,098,896
13 Investments—program-related. See Part IV, line 11 ..... 303,556 13 165,035
14 Intangible assets ............... 0 14 0
15 Other assets. See Part IV, line 11 ........... 5,993,739 15 23,252,221
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 1,120,609,083 16 1,208,400,446
Liabilities 17 Accounts payable and accrued expenses ......... 10,548,035 17 10,847,621
18 Grants payable ................. 0 18 0
19 Deferred revenue ................ 11,522,676 19 13,088,702
20 Tax-exempt bond liabilities ............. 93,300,000 20 91,200,000
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 .. 0 23 0
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.................... 31,286,831 25 25,587,864
26 Total liabilities. Add lines 17 through 25......... 146,657,542 26 140,724,187
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets .............. 309,362,687 27 343,529,074
28 Temporarily restricted net assets ........... 362,613,536 28 403,315,323
29 Permanently restricted net assets ........... 301,975,318 29 320,831,862
Organizations that do not follow SFAS 117 (ASC 958), check here MediumBullet 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 ........... 973,951,541 33 1,067,676,259
34 Total liabilities and net assets/fund balances ........ 1,120,609,083 34 1,208,400,446
Form 990 (2012)
Form 990 (2012)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response to any question in this Part XI ...............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
146,557,499
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
107,245,065
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
39,312,434
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
973,951,541
5
Net unrealized gains (losses) on investments ...............
5
47,499,629
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
6,912,655
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
1,067,676,259
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response to any question in this Part XII ..............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
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:
b
Were the organization’s financial statements audited by an independent accountant?
2b
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:
c
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?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
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?
3a
 
No
b
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
3b
 
 
Form 990 (2012)
Form 990, Special Condition Description:
Special Condition Description
Additional Data


Software ID:  
Software Version:  
SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service
Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
right arrow Attach to Form 990 or Form 990-EZ. right arrow See separate instructions.
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
Part I
Reason for Public Charity Status (All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
f
g
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization? ................
11g(i)
 
 
(ii) A family member of a person described in (i) above? ......................
11g(ii)
 
 
(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................
11g(iii)
 
 
h
Provide the following information about the supported organization(s).
(i) Name of supported organization (ii) EIN (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) (iv) Is the organization in col. (i) listed in your governing document? (v) Did you notify the organization in col. (i) of your support? (vi) Is the organization in col. (i) organized in the U.S.? (vii) Amount of monetary support
Yes No Yes No Yes No
Total                  

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....            
2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......            
3 The value of services or facilities furnished by a governmental unit to the organization without charge..            
4 Total. Add lines 1 through 3            
5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..            
6 Public support. Subtract line 5 from line 4.            
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
7 Amounts from line 4..            
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...            
9 Net income from unrelated business activities, whether or not the business is regularly carried on..            
10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..            
11 Total support (Add lines 7 through 10).            
12
12
 
13
First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................right arrow
Section C. Computation of Public Support Percentage
14
14
 
15
15
 
16a
b
17a
b
18
Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .            
2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......            
3 Gross receipts from activities that are not an unrelated trade or business under section 513..            
4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...            
5 The value of services or facilities furnished by a governmental unit to the organization without charge..            
6 Total. Add lines 1 through 5.            
7a Amounts included on lines 1, 2, and 3 received from disqualified persons...            
b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.            
c Add lines 7a and 7b..            
8 Public support (Subtract line 7c from line 6.)            
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
9 Amounts from line 6...            
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..            
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.            
c Add lines 10a and 10b.            
11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.            
12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..            
13 Total support. (Add lines 9, 10c, 11, and 12.)..            
14
Section C. Computation of Public Support Percentage
15
15
 
16
16
 
Section D. Computation of Investment Income Percentage
17
17
 
18
18
 
19a
b
20
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
 
Explanation
 
 
 
 
Schedule A (Form 990 or 990-EZ) 2012

Additional Data


Software ID:  
Software Version:  
Schedule B
(Form 990, 990-EZ,
or 990-PF)
Department of the Treasury
Internal Revenue Service
Schedule of Contributors
Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
OMB No. 1545-0047
2012
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
Organization type (check one):
Filers of:
Section:
Form 990 or 990-EZ





Form 990-PF




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
Special Rules
......................... Arrow Bullet   $    
Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).
For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.
Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 2
Name of organization
TRUSTEES OF PHILLIPS ACADEMY
  		Employer identification number

04-2103579
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, RESTRICTED   RESTRICTED

$RESTRICTED


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 3
Name of organization
TRUSTEES OF PHILLIPS ACADEMY
  		Employer identification number

04-2103579
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) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 4
Name of organization
TRUSTEES OF PHILLIPS ACADEMY
  		Employer identification number

04-2103579
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 (c) Use 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 (c) Use 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 (c) Use 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 (c) Use 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) (2012)

Additional Data


Software ID:  
Software Version:  
SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet Complete if the organization is described below.SchCMd Bullet Attach to Form 990 or Form 990-EZ.
SchCMd Bullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public
Inspection
If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet Section 501(c)(4), (5), or (6) organizations: Complete Part III.
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
Part I-A
Complete if the organization is exempt under section 501(c) or is a section 527 organization.

1
Provide a description of the organization’s direct and indirect political campaign activities in Part IV.
2
Political expenditures ....................................SchCMd Bullet
$  
3
Volunteer hours ........................................
 

Part I-B
Complete if the organization is exempt under section 501(c)(3).
1
Enter the amount of any excise tax incurred by the organization under section 4955 .........SchCMd Bullet
$  
2
Enter the amount of any excise tax incurred by organization managers under section 4955 ......SchCMd Bullet
$  
3
If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............
4a
Was a correction made? .........................................
b
If "Yes," describe in Part IV.
Part I-C
Complete if the organization is exempt under section 501(c), except section 501(c)(3).
1
Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet
$  
2
Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ...................................SchCMd Bullet

$  
3
Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b..SchCMd Bullet

$  
4
Did the filing organization file Form 1120-POL for this year? ..........................
5
Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.
(a) Name (b) Address (c) EIN (d) Amount paid from filing organization's funds. If none, enter -0-. (e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.










For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.
Cat. No. 50084S
Schedule C (Form 990 or 990-EZ) 2012

Schedule C (Form 990 or 990-EZ) 2012
Page 2
Part II-A
Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).
A Check SchCMd Bulletexpenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet
Limits on Lobbying Expenditures
(The term "expenditures" means amounts paid or incurred.) 		(a) Filing
organization's
totals 		(b) Affiliated group
totals
1a Total lobbying expenditures to influence public opinion (grass roots lobbying) ......    
b Total lobbying expenditures to influence a legislative body (direct lobbying) .......    
c Total lobbying expenditures (add lines 1a and 1b) ...................    
d Other exempt purpose expenditures ........................    
e Total exempt purpose expenditures (add lines 1c and 1d) ...............    
f Lobbying nontaxable amount. Enter the amount from the following table in both
columns.		    
  If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:    
  Not over $500,00020% of the amount on line 1e.    
  Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.    
  Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.    
  Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.    
  Over $17,000,000$1,000,000.    
       
g Grassroots nontaxable amount (enter 25% of line 1f) .................    
h Subtract line 1g from line 1a. If zero or less, enter -0-. ................    
i Subtract line 1f from line 1c. If zero or less, enter -0-. ................    
j If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting
section 4911 tax for this year? ......................................

4-Year Averaging Period Under Section 501(h)
(Some organizations that made a section 501(h) election do not have to complete all of the five
columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
  Calendar year (or fiscal year
beginning in) 		(a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) Total
             
2a Lobbying nontaxable amount          
             
b Lobbying ceiling amount
(150% of line 2a, column(e)) 		         
             
c Total lobbying expenditures          
             
d Grassroots nontaxable amount          
             
e Grassroots ceiling amount
(150% of line 2d, column (e))		          
             
f Grassroots lobbying expenditures          
Schedule C (Form 990 or 990-EZ) 2012


Schedule C (Form 990 or 990-EZ) 2012
Page 3
Part II-B
Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).
For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.
(a)
No
Yes
(b)
Amount
1
During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:
a
Volunteers? .........................................
 
No
b
Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....
 
No
c
Media advertisements? ....................................
 
No
 
d
Mailings to members, legislators, or the public? .........................
 
No
 
e
Publications, or published or broadcast statements? .......................
 
No
 
f
Grants to other organizations for lobbying purposes? .......................
 
No
 
g
Direct contact with legislators, their staffs, government officials, or a legislative body? ........
 
No
 
h
Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......
 
No
 
i
Other activities? ..........................
Yes
 
1,000
j
Total. Add lines 1c through 1i ...............................
1,000
2a
Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....
 
No
b
If "Yes," enter the amount of any tax incurred under section 4912 .................
 
c
If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....
 
d
If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......
 
 
Part III-A
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).
Yes
No
1
Were substantially all (90% or more) dues received nondeductible by members? ................
1
 
 
2
Did the organization make only in-house lobbying expenditures of $2,000 or less? ................
2
 
 
3
Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........
3
 
 
Part III-B
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."
1
Dues, assessments and similar amounts from members .....................
1
 
2
Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).
a
Current year .........................................
2a
 
b
Carryover from last year ....................................
2b
 
c
Total ............................................
2c
 
3
Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .
3
 
4
If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................
4
 
5
Taxable amount of lobbying and political expenditures (see instructions) ..............
5
 
Part IV
Supplemental Information
Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.
Identifier Return Reference Explanation
SCHEDULE C, PART II-B, LINE 1I:   THE ACADEMY PAYS MEMBERSHIP DUES TOTALING $1,000 TO AN ORGANIZATION WHICH MAY ENGAGE IN LOBBYING ACTIVITIES. THEREFORE, A PORTION OF THE DUES MAY BE ATTRIBUTABLE TO LOBBYING ACTIVITIES.
Schedule C (Form 990 or 990EZ) 2012

Additional Data


Software ID:  
Software Version:  

SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet 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.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
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 ........    
5
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? ............
6
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? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
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.
Held at the End of the 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  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
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)? .......................................
9
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.
1a
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.
b
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 $  
2
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:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
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) 2012

Schedule D (Form 990) 2012
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
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):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
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?........
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.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
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 .... 787,015,333 805,549,086 693,422,473 621,185,698 778,477,208
b Contributions ........ 19,147,421 23,590,616 13,544,789 20,370,772 6,778,003
c Net investment earnings, gains, and losses 104,817,883 -334,285 140,245,872 88,775,296 -124,048,818
d Grants or scholarships ..... 12,381,257 11,297,472 11,862,027 10,902,048 12,172,240
e Other expenditures for facilities
and programs ........ 		29,795,845 30,492,612 29,802,021 26,007,245 27,848,455
f Administrative expenses ....          
g End of year balance ...... 868,803,535 787,015,333 805,549,086 693,422,473 621,185,698
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet24.100 %
b
Permanent endowment SchDMd Bullet75.900 %
c
Temporarily restricted endowment SchDMd Bullet  
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
Yes
 
(ii) related organizations ........................
3a(ii)
 
No
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................   1,457,175 1,457,175
b Buildings ................   293,574,517 78,706,841 214,867,676
c Leasehold improvements ............        
d Equipment ................   7,892,169 2,993,487 4,898,682
e Other .................   20,454,841 7,251,335 13,203,506
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 234,427,039
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 3
Part VII
Investments—Other Securities. 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) PRIV REAL ASSTS/ABSLT RTN/OTHR 		110,960,459 F

(B) CASH AND CASH EQUIVALENTS 		15,806,990 F

(C) DOMESTIC EQUITIES 		16,668,011 F

(D) INTERNATIONAL EQUITIES 		103,391,909 F

(E) HEDGE FUNDS 		254,866,541 F

(F) PRIVATE EQTY & VENTURE CAPITAL 		174,154,318 F

(G) REAL ESTATE 		36,222,812 F

(H) DOMESTIC FIXED INCOME 		10,027,856 F

Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet 722,098,896
Part VIII
Investments—Program Related. See Form 990, Part X, line 13.
(a) Description of investment type (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.)Small Bullet  
Part IX
Other Assets. 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.)...........Small Bullet  
Part X
Other Liabilities. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes 0
ASSET RETIREMENT OBLIGATION 1,622,767
INTEREST RATE SWAPS 12,403,596
PREMIUM ON BONDS PAYABLE 952,451
LIABILITY FOR SPLIT-INTEREST G 10,609,050





Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 25,587,864
2. Fin 48 (ASC 740) Footnote. 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) 2012

Schedule D (Form 990) 2012
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1 Total revenue, gains, and other support per audited financial statements ....... 1 171,731,055
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains on investments .......... 2a 47,499,629
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ............ 2d -22,205,179
e Add lines 2a through 2d ..................... 2e 25,294,450
3 Subtract line 2e from line 1..................... 3 146,436,605
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 120,894
c Add lines 4a and 4b....................... 4c 120,894
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5 146,557,499
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1 Total expenses and losses per audited financial statements ........... 1 78,006,334
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 -6,585,064
e Add lines 2a through 2d...................... 2e -6,585,064
3 Subtract line 2e from line 1..................... 3 84,591,398
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 1,695,971
b Other (Describe in Part XIII.) ............ 4b 20,957,696
c Add lines 4a and 4b....................... 4c 22,653,667
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5 107,245,065
Part XIII
Supplemental Information
Complete this part to 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.
Identifier Return Reference Explanation
SCHEDULE D, PART III, LINE 1A:   THE ACADEMY RECORDS GIFTS OF SECURITIES AND OTHER NON-CASH ASSETS AT FAIR VALUE AT THE DATE OF CONTRIBUTION, WITH THE EXCEPTION OF ADDITIONS TO THE ACADEMY'S COLLECTIONS OF ART, ARTIFACTS, ANTIQUES, AND RARE BOOKS. THE ACADEMY DOES NOT CAPITALIZE ITS COLLECTIONS; THEREFORE, GIFTS OR ADDITIONS TO THE COLLECTIONS ARE NOT REFLECTED IN THE ACADEMY'S FINANCIAL STATEMENTS. THE ACADEMY'S COLLECTIONS COMPRISE PRIMARILY THOSE OF ITS TWO MUSEUMS, THE ADDISON GALLERY OF AMERICAN ART AND THE ROBERT S. PEABODY MUSEUM OF ARCHAEOLOGY. OPEN AND FREE TO THE PUBLIC, BOTH ARE ACADEMIC MUSEUMS THAT SERVE AS RESOURCES FOR ACADEMY STUDENTS, STUDENTS FROM SURROUNDING COMMUNITIES AND THE GENERAL PUBLIC. THE COLLECTION OF THE ADDISON GALLERY OF AMERICAN ART INCLUDES MORE THAN 16,000 WORKS OF ART AND IS RECOGNIZED AS A WORLD-CLASS CENTER OF AMERICAN ART. THE ROBERT S. PEABODY MUSEUM OF ARCHAEOLOGY IS ONE OF THE NATION'S MAJOR REPOSITORIES OF NATIVE AMERICAN ARTIFACTS CONTAINING MORE THAN 500,000 OBJECTS REPRESENTING NEARLY EVERY INDIGENOUS CULTURE IN NORTH AMERICA.
SCHEDULE D, PART III, LINE 4:   THE ACADEMY MAINTAINS THE ADDISON GALLERY OF AMERICAN ART (THE "ADDISON"), AN ACADEMIC ART MUSEUM DEDICATED TO THE COLLECTION OF AMERICAN ART. THE MUSUEM'S PURPOSE IS TO ACQUIRE, PRESERVE, INTERPRET, AND EXHIBIT WORKS OF ART FOR THE EDUCATION AND ENJOYMENT OF LOCAL, REGIONAL, NATIONAL AND INTERNATIONAL AUDIENCES, INCLUDING THE STUDENTS, FACULTY, AND COMMUNITY OF PHILLIPS ACADEMY, AND OTHER STUDENTS, TEACHERS, SCHOLARS, AND THE GENERAL PUBLIC. THE ACADEMY ALSO MAINTAINS THE ROBERT S. PEABODY MUSEUM OF ARCHAEOLOGY (THE "PEABODY") WHICH IS COMPRISED OF COLLECTIONS OF ARTIFACTS, DOCUMENTS, AND IMAGES CATALOGING THE INDIGENOUS CULTURES OF THE AMERICAS, PAST AND PRESENT, A COMPARATIVE COLLECTION, AS WELL AS BOOKS, MONOGRAPHS AND SERIALS ON ARCHAEOLOGY AND NATIVE CULTURES OF THE AMERICAS. THESE MATERIALS SERVE THE EDUCATION AND RESEARCH NEEDS PRIMARILY OF THE PHILLIPS ACADEMY COMMUNITY AND, TO A LESSER EXTENT, REGIONAL SCHOOLS AND THE BROADER COMMUNITY OF ARCHAEOLOGISTS AND SCHOLARS. THE PEABODY HAS DEVELOPED OVER FIFTY SINGLE-CLASS CURRICULUM UNITS AND TEACHES AN INTERDISCIPLINARY COURSE IN HUMAN ORIGINS WITH THE BIOLOGY DEPARTMENT, DRAWING UPON STAFF EXPERTISE, ITS LIBRARY, RESEARCH, IMAGE AND ARCHIVES COLLECTIONS. PEABODY PERSONNEL ALSO SUPERVISE THE HISTORY AND ARCHAELOGY CLUBS AND STUDENT INDEPENDENT PROJECTS. FURTHER USE OF THE COLLECTIONS BY STUDENTS WITH AN INTEREST IN ARCHAEOLOGY AND ANTHROPOLOGY TAKES PLACE AS SENIOR INDEPENDENT PROJECTS.
SCHEDULE D, PART V, LINE 3A:   THE ACADEMY IS AN INCOME-ONLY BENEFICIARY OF CERTAIN PERPETUAL TRUSTS WHOSE AGGREGATE MARKET VALUE AT JUNE 30, 2013 WAS $5,784,229.
SCHEDULE D, PART V, LINE 4:   ANDOVER'S ENDOWMENT IS A CRITICAL SOURCE OF SUPPORT FOR THE ACADEMY. THE ENDOWMENT COMPRISES A WIDE VARIETY OF FUNDS WITH A WIDE VARIETY OF PURPOSES, INCLUDING UNRESTRICTED FUNDS, FINANCIAL AID, FACULTY CHAIRS, THE ADDISON GALLERY, THE PEABODY MUSEUM AND OTHER SPECIAL INTENTS. TOTALLING 869 MILLION AT JUNE 30, 2013, THE ENDOWMENT CURRENTLY SUPPORTS APPROXIMATELY 38% OF THE ACADEMY'S BUDGET.
SCHEDULE D, PART X, LINE 2:   THE ACADEMY ACCOUNTS FOR THE EFFECT OF ANY UNCERTAIN TAX POSITIONS USING A "MORE LIKELY THAN NOT" THRESHOLD FOR THE RECOGNITION OF THE TAX POSITIONS BEING SUSTAINED BASED ON THE TECHNICAL MERITS OF THE POSITION UNDER SCRUTINY BY THE APPLICABLE TAXING AUTHORITY. IF A TAX POSITION OR POSITIONS ARE DEEMED TO RESULT IN UNCERTAINTIES OF THOSE POSITIONS, THE UNRECOGNIZED TAX BENEFIT IS ESTIMATED BASED ON A "CUMULATIVE PROBABILITY ASSESSMENT" THAT AGGREGATES THE ESTIMATED TAX LIABILITY FOR ALL UNCERTAIN TAX POSITIONS. INTEREST AND PENALTIES ASSESSED, IF ANY, ARE ACCRUED AS INCOME TAX EXPENSE. THE ACADEMY HAS IDENTIFIED ITS TAX STATUS AS A TAX-EXEMPT ENTITY AND ITS CLASSIFICATION OF REVENUE AS RELATED OR UNRELATED AS A TAX POSITION; HOWEVER, THE ACADEMY HAS DETERMINED THAT THIS TAX POSITION DOES NOT RESULT IN UNCERTAINTIES REQUIRING RECOGNITION. THE ACADEMY IS NOT CURRENTLY UNDER EXAMINATION BY ANY TAXING JURISDICTION. ITS FEDERAL AND STATE INCOME TAX RETURNS ARE GENERALLY OPEN FOR EXAMINATION FOR THREE YEARS FOLLOWING THE DATE FILED.
SCHEDULE D, PART XI, LINE 2D:   FINANCIAL AID (17,276,223) CAPITAL CAMPAIGN EXPENSES (3,681,473) CHANGE IN VALUE OF SPLIT-INTEREST AGREEMENTS 448,488 INVESTMENT EXPENSE (1,695,971) ------------- TOTAL TO SCHEDULE D, PART XI, LINE 2D: (22,205,179)
SCHEDULE D, PART XI, LINE 4B:   CHANGE IN BAD DEBT EXPENSE 144,722 COST OF GOODS SOLD (23,828) ---------- TOTAL TO SCHEDULE D, PART XI, LINE 4B 120,894
SCHEDULE D, PART XII, LINE 2D:   UNREALIZED GAIN ON SWAP MARKET VALUE (6,608,892) COST OF GOODS SOLD 23,828 ----------- TOTAL TO SCHEDULE D, PART XII, LINE 2D (6,585,064)
SCHEDULE D, PART XII, LINE 4B:   FINANCIAL AID 17,276,223 CAPITAL CAMPAIGN EXPENSES 3,681,473 ----------- TOTAL TO SCHEDULE D, PART XII, LINE 4B 20,957,696
Schedule D (Form 990) 2012

Additional Data


Software ID:  
Software Version:  




SCHEDULE E(Form 990 or 990-EZ)
Department of the TreasuryInternal Revenue Service
Schools
Right pointing arrow large imageComplete if the organization answered "Yes" to Form 990, Part IV, line 13,or Form 990-EZ, Part VI, line 48.Right pointing arrow large image Attach to Form 990 or Form 990-EZ.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
Part I
YES
NO
1
Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws,
other governing instrument, or in a resolution of its governing body? ......................
1
Yes
 
2
Does the organization include a statement of its racially nondiscriminatory policy toward students in all its
brochures, catalogues, and other written communications with the public dealing with student admissions,
programs, and scholarships? ......................................
2
Yes
 
3
Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during
the period of solicitation for students, or during the registration period if it has no solicitation program, in a way
that makes the policy known to all parts of the general community it serves? If "Yes," please describe. If "No,"
please explain. If you need more space use Part II. .............................
3
Yes
 
 
4
Does the organization maintain the following?
a
Records indicating the racial composition of the student body, faculty, and administrative staff? ..........
4a
Yes
 
b
Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory
basis? ...............................................
4b
Yes
 
c
Copies of all catalogues, brochures, announcements, and other written communications to the public dealing
with student admissions, programs, and scholarships? ...........................
4c
Yes
 
d
Copies of all material used by the organization or on its behalf to solicit contributions? ..............
4d
Yes
 
If you answered "No" to any of the above, please explain. If you need more space, use Part II.
 
5
Does the organization discriminate by race in any way with respect to:
a
Students' rights or privileges? .....................................
5a
 
No
b
Admissions policies? .........................................
5b
 
No
c
Employment of faculty or administrative staff? ..............................
5c
 
No
d
Scholarships or other financial assistance? ................................
5d
 
No
e
Educational policies? .........................................
5e
 
No
f
Use of facilities? ...........................................
5f
 
No
g
Athletic programs? ..........................................
5g
 
No
h
Other extracurricular activities? .....................................
5h
 
No
If you answered "Yes" to any of the above, please explain. If you need more space, use Part II.
 
6a
Does the organization receive any financial aid or assistance from a governmental agency? ...........
6a
Yes
 
b
Has the organization's right to such aid ever been revoked or suspended? ...................
6b
 
No
If you answered "Yes" to either line 6a or line 6b, explain on Part II.
7
Does the organization certify that it has complied with the applicable requirements of sections 4.01 through 4.05
of Rev. Proc. 75-50, 1975-2 C.B. 587, covering racial nondiscrimination? If "No," explain on Part II.
7
Yes
 
Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50085D
Schedule E (Form 990 or 990-EZ) 2012
Schedule E (Form 990 or 990EZ) 2012
Page 2
Part II
Supplemental Information. Complete this part to provide the explanations required by Part I, lines 3, 4d, 5h, 6b, and 7, as applicable. Also complete this part to provide any other additional information (see instructions).
Identifier Return Reference Explanation
SCHEDULE E, PART I, LINE 3:   PHILLIPS ACADEMY'S NON-DISCRIMINATION POLICY IS STATED ON PAGE 1 OF THE 2012 - 2013 SCHOOL CATALOG. THE TEXT OF THIS NOTICE IS AS FOLLOWS: PHILLIPS ACADEMY ADMITS STUDENTS OF ANY GENDER, RACE, COLOR, HANDICAPPED STATUS, SEXUAL ORIENTATION, RELIGION, AND NATIONAL AND ETHNIC ORIGIN TO ALL THE RIGHTS, PRIVILEGES, PROGRAMS, AND ACTIVITIES GENERALLY ACCORDED OR MADE AVAILABLE TO STUDENTS AT THE SCHOOL. IT DOES NOT DISCRIMINATE ON THE BASIS OF GENDER, RACE, COLOR, HANDICAPPED STATUS,SEXUAL ORIENTATION, RELIGION, OR NATIONAL AND ETHNIC ORIGIN IN ADMINISTRATION OF ITS EDUCATIONAL POLICIES, ADMISSION POLICIES, SCHOLARSHIP AND LOAN PROGRAMS, AND ATHLETIC AND OTHER SCHOOL-ADMINISTERED PROGRAMS.
SCHEDULE E, PART I, LINE 6:   STATE: ADDISON GALLERY A MASSACHUSETTS CULTURAL COUNCIL: $12,000 TOTAL GOVERNMENT CONTRIBUTIONS (GRANTS): $12,000
Schedule E (Form 990 or 990-EZ) 2012
Additional Data


Software ID:  
Software Version:  
SCHEDULE F(Form 990)
Department of the Treasury
Internal Revenue Service
Statement of Activities Outside the United States
Right pointing arrow large image Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16.Right pointing arrow large image Attach to Form 990. Right pointing arrow large image See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
Part I
General Information on Activities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 14b.
1
For grantmakers. 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? ...................................
2
For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside
the United States.
3
Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)
(a) Region (b) Number of offices in the region (c) Number of employees, agents, and independent contractors in region (d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region) (e) If activity listed in (d) is a program service, describe specific type of
service(s) in region		 (f) Total expenditures
for and investments
in region
East Asia and the Pacific     Fundraising   45,821
Europe (Including Iceland and Greenland)     Fundraising   4,100
Central America and the Caribbean     Investments   181,382,855
North America     Investments   699,825,696
South America     Program Services SUMMER LEARNING 55,123
South Asia     Program Services SUMMER LEARNING 28,093
           
           
           
           
           
           
           
           
           
           
           
3a Sub-total .....     881,341,688
b Total from continuation sheets to Part I ...      
c Totals (add lines 3a and 3b)     881,341,688
For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2012
Schedule F (Form 990) 2012
Page 2
Part II
Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.
1 (a) Name of organization (b) IRS code section
and EIN (if applicable)		 (c) Region (d) Purpose of
grant 		(e) Amount of
cash grant 		(f) Manner of
cash
disbursement 		(g) Amount of
of non-cash
assistance 		(h) Description
of non-cash
assistance 		(i) Method of
valuation
(book, FMV,
appraisal, other)
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
2 Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter ....MediumBullet
 
3
Enter total number of other organizations or entities .......................MediumBullet
 
Schedule F (Form 990) 2012
Schedule F (Form 990) 2012Page 3
Part III
Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.
Part III can be duplicated if additional space is needed.
(a) Type of grant or assistance (b) Region (c) Number of recipients (d) Amount of
cash grant 		(e) Manner of cash
disbursement 		(f) Amount of
non-cash
assistance 		(g) Description
of non-cash
assistance 		(h) Method of
valuation
(book, FMV,
appraisal, other)
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
Schedule F (Form 990) 2012
Schedule F (Form 990) 2012
Page 4
Part IV
Foreign Forms
1 Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If “Yes,”the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................
2 Did the organization have an interest in a foreign trust during the tax year? If “Yes,” the organizationmay be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A).......................................
3 Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471)..............................
4 Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)
5 Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)....................................
6 Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713)................................................
Schedule F (Form 990) 2012
Schedule F (Form 990) 2012
Page 5
Part V
Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).
Identifier ReturnReference Explanation
SCHEDULE F, PART I, LINE 3:   THE ACADEMY SOLICITS CHARITABLE CONTRIBUTIONS FROM ALUMNI LOCATED OUTSIDE OF THE UNITED STATES. THE PROGRAM ELEMENTS CONSIST OF MAJOR GIFT OFFICER TRAVEL, FACULTY TRAVEL, HEAD OF SCHOOL AND SENIOR ADMINISTRATOR TRAVEL TO EUROPE AND ASIA. THE ACTIVITY CONSISTS OF ONE-ON-ONE VISITS, LEADERSHIP GIFT RECEPTIONS, DINNERS AND CONFERENCES. AREAS VISITED IN THE CURRENT REPORTING PERIOD WERE CHINA, ENGLAND, FRANCE, HONG KONG, JAPAN, SINGAPORE, AND South Korea. THE ORGANIZATION IDENTIFIES FOREIGN TRAVEL EXPENSE BY REVIEWING ITS GENERAL LEDGER.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
Schedule F (Form 990) 2012
Additional Data


Software ID:  
Software Version:  



SCHEDULE G (Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Supplemental Information Regarding
Fundraising or Gaming Activities
Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part. right arrowAttach to Form 990 or Form 990-EZ. right arrowSee separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
Part I
Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.
1
Indicate whether the organization raised funds through any of the following activities. Check all that apply.
a e
b f
c g
d
2a
Did the organization have a written or oral agreement with any individual (including officers, directors, trustees
or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?
b
If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.
(i) Name and address of individual
or entity (fundraiser) 		(ii) Activity (iii) Did fundraiser have custody or control of contributions? (iv) Gross receipts
from activity 		(v) Amount paid to
(or retained by)
fundraiser listed in
col. (i) 		(vi) Amount paid to
(or retained by)
organization
Yes No
MARTS LUNDY CONSULTING   No   26,772  
             
             
             
             
             
             
             
             
             
Total .................right arrow   26,772  
3
List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.
ME, MA
For Paperwork Reduction Act Notice, see the Instructions for Form 990or 990-EZ.
Cat. No. 50083H
Schedule G (Form 990 or 990-EZ) 2012
Schedule G (Form 990 or 990-EZ) 2012
Page 2
Part II
Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.
(a) Event #1

 
(event type) 		(b) Event #2

 
(event type) 		(c) Other events

 
(total number) 		(d) Total events
(add col. (a) through col. (c))
VerticalRevenue 1 Gross receipts . . .        
2 Less: Contributions . .        
3 Gross income (line 1
minus line 2) . . . 		       
VerticalDirectExpenses 4 Cash prizes . . .        
5 Noncash prizes . .        
6 Rent/facility costs . .        
7 Food and beverages .        
8 Entertainment . . .        
9 Other direct expenses .        
10 Direct expense summary. Add lines 4 through 9 in column (d) ........... right arrow  
11 Net income summary. Combine line 3, column (d), and line 10. .......... right arrow  
Part III
Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.
VerticalRevenue (a) Bingo (b) Pull tabs/Instant
bingo/progressive bingo 		(c) Other gaming (d) Total gaming (add col.(a) through col.(c))
1 Gross revenue . . . .        
VerticalDirectExpenses 2 Cash prizes . . . .        
3 Non-cash prizes . . .        
4 Rent/facility costs . . .        
5 Other direct expenses . .        
6 Volunteer labor . . .
 
 
 
7 Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow  
8 Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow  
9
Enter the state(s) in which the organization operates gaming activities:
a
Is the organization licensed to operate gaming activities in each of these states? ............
b
If "No," explain:
 
10a
Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....
b
If "Yes," explain:
 
Schedule G (Form 990 or 990-EZ) 2012
Schedule G (Form 990 or 990-EZ) 2012
Page 3
11
Does the organization operate gaming activities with nonmembers? .................
12
Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity
formed to administer charitable gaming? ..........................
13
Indicate the percentage of gaming activity operated in:
a
The organization's facility ......................
13a
 
b
An outside facility ........................
13b
 
14
Enter the name and address of the person who prepares the organization's gaming/special events books and records:
Name right arrow
Address right arrow
15a
Does the organization have a contract with a third party from whom the organization receives gaming
revenue? ......................................
b
If "Yes," enter the amount of gaming revenue received by the organization right arrow $   and the
amount of gaming revenue retained by the third party right arrow $   .
c
If "Yes," enter name and address of the third party:
Name right arrow
Address right arrow
 
 
16
Gaming manager information:
Name right arrow
Gaming manager compensation right arrow $  
Description of services provided right arrow
 
17
Mandatory distributions:
a
Is the organization required under state law to make charitable distributions from the gaming proceeds to
retain the state gaming license? ............................
b
Enter the amount of distributions required under state law distributed to other exempt organizations or spent
in the organization's own exempt activities during the tax year right arrow$  
Part IV
Supplemental Information. Complete this part to provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).
Identifier Return Reference Explanation
SCHEDULE G, PART I, LINE 2B   LIST OF TEN HIGHEST PAID FUNDRAISERS: MARTS & LUNDY 1200 WALL STREET LYNDHURST, NJ 07071
Schedule G (Form 990 or 990-EZ) 2012
Additional Data


Software ID:  
Software Version:  
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
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number
04-2103579
Part I
General Information on Grants and Assistance
1
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? ....................................
2
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 (e) Amount of non-cash
assistance		 (f) Method of valuation
(book, FMV, appraisal,
other)		 (g) Description of
non-cash assistance		 (h) Purpose of grant
or assistance
(1) TOWN OF ANDOVER
36 BARTLETT ST
ANDOVER,MA01810 		04-6001069 GOVERNMENT 169,303       SEE PART IV
(2) CITY OF METHUEN
41 PLEASANT ST
METHUEN,MA01844 		04-6001220 GOVERNMENT 26,479       SEE PART IV




















2
Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image
2
3
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) 2012

Schedule I (Form 990) 2012
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
(1) FINANCIAL AID 9-MONTH PROGRAM 508   16,907,013   FINANCIAL AID
(2) OTHER AID TO 9-MONTH PROGRAM STUDENTS 508 185,139 1,031,116   SEE PART IV
(3) TUITION REMISSION FACULTY CHILDREN OFF CAMPUS 4   73,300   SEE PART IV
(4) FINANCIAL AID SUMMER SESSION 64 40,318 369,410   FINANCIAL AID






Part IV
Supplemental Information.
Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.
Identifier Return Reference Explanation
SCHEDULE I, PART I, LINE 2:   MOST AID TO ACADEMY STUDENTS IS IN-KIND IN THE FORM OF TUITION REMISSION AND PAYMENT OF MANDATORY AND OTHER ACADEMY FEES. OTHER NON-CASH AID DISCLOSED IN SCHEDULE I, PART III IS MONITORED THROUGH THE USE OF THE ACADEMY'S STUDENT DEBIT CARD OR STORE VOUCHERS, WHICH ARE RECEIPTED. CASH GRANTS IN PART III ARE STUDENT STIPENDS AND ARE DISBURSED DIRECTLY TO STUDENT BANK ACCOUNTS OR ARE PROVIDED DIRECTLY BY THE ACADEMY'S FINANCIAL AID OFFICE IN CASE OF EMERGENCY.
SCHEDULE I, PART II, LINE 1:   UNDER THE TERMS OF AN AGREEMENT BETWEEN THE ACADEMY AND THE TOWN OF ANDOVER ("ANDOVER"), THE ACADEMY MAKES AN ANNUAL VOLUNTARY CONTRIBUTION TO ANDOVER. THE PAYMENT IS NOT RESTRICTED TO ANY PARTICULAR USE BY ANDOVER AND IS MADE WITHOUT CONSIDERATION OF THE TAX STATUS OF ACADEMY PROPERTY. SCHEDULE I, PART II, LINE 2: THE ACADEMY ACQUIRED AND DEVELOPED A PARCEL IN THE TOWN OF METHUEN ("METHUEN") THAT IT USES TO FURTHER ITS TAX-EXEMPT PROGRAMS. THE ACADEMY MAKES AN ANNUAL VOLUNTARY PAYMENT TO METHUEN, THE AMOUNT OF WHICH APPROXIMATES THE TAX REVENUE METHUEN DERIVED FROM THE PARCEL BEFORE THE ACADEMY ACQUIRED IT. THE PAYMENT IS NOT RESTRICTED TO ANY PARTICULAR USE BY METHUEN.
SCHEDULE I, PART III:   STATED IN THE ACADEMY'S CONSTITUTION OF 1778, AND REAFFIRMED IN ITS STATEMENT OF PURPOSE, THE SCHOOL IS CHARGED TO EDUCATE "YOUTH FROM EVERY QUARTER." THE ACADEMY PROVIDES ALL ASSISTANCE ON A NON-DISCRIMINATORY BASIS AND IN FURTHERANCE OF THE OBJECTIVE OF ATTRACTING A DIVERSE STUDENT BODY. A TOTAL 0F 508 STUDENTS RECEIVED SOME COMPONENT OF THE TOTAL AID DISCLOSED ON LINES 1 AND 2 OF PART III. OTHER NON-CASH ASSISTANCE TO 9-MONTH PROGRAM STUDENTS CONSISTS OF STUDENT TRAVEL TO AND FROM CAMPUS, SPECIALIZED INSTRUCTION AND TUTORING TO INCLUDE MUSIC GRANTS, TECHNOLOGY, TEXTBOOKS, COLLEGE APPLICATIONS, MEDICAL EXPENSES, CLOTHING, LAUNDRY SERVICE, PHONE, ATHLETIC EQUIPMENT, SCHOOL SUPPLIES AND MISCELLANEOUS PERSONAL EXPENSES.
Schedule I (Form 990) 2012


Additional Data


Software ID:  
Software Version:  


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, question 23.
SchJMediumBullet Attach to Form 990. SchJMediumBullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
Part I
Questions Regarding Compensation
Yes
No
1a
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.
b
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....
1b
 
No
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......
2
Yes
 
3
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.
4
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:
a
Receive a severance payment or change-of-control payment? ................
4a
Yes
 
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
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.
5
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:
a
The organization? ...........................
5a
 
No
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
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:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
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 ............
7
Yes
 
8
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 .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2012

Schedule J (Form 990) 2012
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
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1)JOHN G PALFREYHEAD SCHL/TRUST (i)
(ii)		 169,284
0 		0
0 		16,559
0 		19,447
0 		30,049
0 		235,339
0 		0
0
(2)STEPHEN D CARTERCHIEF OPERATING & FIN OFFICER (i)
(ii)		 255,651
0 		 
  		 
  		29,197
0 		46,781
0 		331,629
0 		0
0
(3)MICHAEL REISTCHIEF INVEST. OFFICER (i)
(ii)		 318,072
0 		100,000
  		 
  		29,197
0 		11,944
0 		459,213
0 		0
0
(4)PETER R RAMSEYSECRETARY OF THE ACADEMY (i)
(ii)		 284,652
0 		 
  		 
  		29,197
0 		50,657
0 		364,506
0 		0
0
(5)TEMBA T MAQUBELAASST. HEAD/DEAN OF FACULTY (i)
(ii)		 213,133
0 		 
  		 
  		24,492
0 		73,773
0 		311,398
0 		0
0
(6)REBECCA M SYKESASSOC. HEAD OF SCHOOL (i)
(ii)		 209,536
0 		 
  		 
  		24,473
0 		50,176
0 		284,185
0 		0
0
(7)JANE F FRIEDFORMER DEAN OF ADMISSION (i)
(ii)		 117,761
0 		 
  		 
  		12,660
0 		40,986
0 		171,407
0 		0
0
(8)BRIAN T ALLENDIR ADDISON GALLRY OF AMER ART (i)
(ii)		 180,378
0 		 
  		 
  		20,250
0 		6,669
0 		207,297
0 		0
0
(9)BARBARA D GROSSSENIOR PHILANTHROPIC OFFICER (i)
(ii)		 175,335
0 		 
  		 
  		19,447
0 		7,251
0 		202,033
0 		0
0
(10)DAVID A FLASHDIRECTOR OF GIFT PLANNING (i)
(ii)		 149,456
0 		28,500
  		 
  		19,742
0 		75,750
0 		273,448
0 		0
0
(11)CHRISTINE M ADAMSDIRECTOR OF DEVELOPMENT (i)
(ii)		 158,901
0 		31,250
  		 
  		21,365
0 		0
0 		211,516
0 		0
0
(12)MICHAEL SHAYDIRECTOR OF INVESTMENTS (i)
(ii)		 163,172
0 		40,000
  		 
  		20,002
0 		0
0 		223,174
0 		0
0
(13)BARBARA L CHASEFMR. HEAD OF SCH.(Ret.6.30.12) (i)
(ii)		 231,083
0 		150,000
  		1,175,950
  		24,002
0 		26,394
0 		1,607,429
0 		960,950
0
Schedule J (Form 990) 2012

Schedule J (Form 990) 2012
Page 3
Part III
Supplemental Information
Complete this part to 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.
Identifier Return Reference Explanation
SCHEDULE J, PART I, LINE 1A:   HOUSING ALLOWANCE OR RESIDENCE FOR PERSONAL USE: JOHN G. PALFREY, BARBARA L. CHASE, STEPHEN D. CARTER, REBECCA M. SYKES, TEMBA T. MAQUBELA AND JANE F.FRIED RECEIVED HOUSING AS A CONDITION OF EMPLOYMENT FOR THE CONVENIENCE OF THE EMPLOYER. MS. CHASE AND MS. FRIED RECEIVED HOUSING FOR ONE-HALF THE YEAR. THE ACADEMY HAS VALUED HOUSING AT 5% OF THE APPRAISED VALUE OF THE HOME AS DETERMINED BY THE ASSESSOR'S OFFICE OF THE TOWN OF ANDOVER, MASSACHUSETTS, WHERE THE ACADEMY IS LOCATED. SUCH AMOUNTS ARE NOT TAXABLE COMPENSATION. HEALTH OR SOCIAL CLUB DUES OR INITIATION: MRS. CHASE TRAVELED GLOBALLY ON ACADEMY BUSINESS. ANNUALLY THE ACADEMY PAID $450 FOR MRS. CHASE'S MEMBERSHIP IN AN AIRLINE FLIGHT CLUB. THIS AMOUNT WAS NOT TAXABLE COMPENSATION. FOR BUSINESS PURPOSES, MR. ALLEN, THE DIRECTOR OF THE ADDISON GALLERY IS PROVIDED MEMBERSHIP IN A PRIVATE CLUB. THE VALUE OF THE MEMBERSHIP IS NOT INCLUDED IN HIS W-2 AS TAXABLE INCOME. ANY PERSONAL USE OF THIS MEMBERSHIP IS PAID BY MR. ALLEN. PERSONAL SERVICES: THE RESIDENCE OF THE HEAD OF SCHOOL IS USED THROUGHOUT THE YEAR FOR NUMEROUS FUNDRAISING EVENTS, PARTIES, MEETINGS AND OTHER ACADEMY-RELATED GATHERINGS. A HOUSEKEEPER SPENDS APPROXIMATELY 10 HOURS PER WEEK CLEANING THE PUBLIC SPACE. NO TAXABLE COMPENSATION IS ASSOCIATED WITH THIS SERVICE. TAX INDEMNIFICATION AND GROSS-UP PAYMENTS: Mr. Palfrey received compensation for reimbursement of taxable moving expenses and for the tax consequences of the reimbursement. SCHEDULE J, PART I, LINE 4A EFFECTIVE UPON HER RETIREMENT ON JUNE 30, 2012, THE ACADEMY AND MS. CHASE AGREED SHE WOULD RECEIVE SEPERATION PAY OF HER MONTHLY BASE SALARY OVER A 12 MONTH PERIOD. IN 2012, SHE RECEIVED TOTAL PAYMENTS OF $215,000 ASSOCIATED WITH THIS AGREEMENT THAT ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III).
SCHEDULE J, PART I, LINE 4B:   DURING CALENDAR YEAR 2012 MS. CHASE PARTICIPATED IN A DEFERRED COMPENSATION PLAN, SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE. ALL AMOUNTS EARNED BY BARBARA L. CHASE UNDER THE PLAN WERE PAID OUT IN THE CURRENT YEAR UPON HER RETIREMENT FROM THE ACADEMY. THE TOTAL PAYMENT OF $960,950 IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(iii). AMOUNTS REPORTED IN COLUMN (C) UNDER THE PLAN IN PRIOR YEARS FORM 990 ARE DISCLOSED IN COLUMN (F) OF SCHEDULE J, PART II.
SCHEDULE J, PART I, LINE 7:   MRS. CHASE, MR. REIST, MR. FLASH, MS. ADAMS, AND MR. SHAY RECEIVED NON-FIXED PAYMENTS APPROVED BY THE COMPENSATION COMMITTEE.
Schedule J (Form 990) 2012

Additional Data


Software ID:  
Software Version:  
Schedule K
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Information on Tax Exempt Bonds
SchKMediumBullet Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet Attach to Form 990. SchKMediumBullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number
04-2103579
Part I
Bond Issues
(a) Issuer name (b) Issuer EIN (c) CUSIP # (d) Date issued (e) Issue price (f) Description of purpose (g) Defeased (h) On
behalf of
issuer 		(i) Pool
financing
Yes No Yes No Yes No
A MA DEVELOPMENT FINANCE AGENCY
  		04-3431814 57583RD69 12-17-2008 40,540,096 CONSTRUCTION   X   X   X
B MA DEVELOPMENT FINANCE AGENCY
  		04-3431814 57583FL25 02-04-2003 59,910,000 REFUNDING of 1993 bonds & CONST.   X   X   X
Part II
Proceeds
A B C D
1 Amount of bonds retired . . . . . . . . . . . . . . 7,320,000 0    
2 Amount of bonds legally defeased . . . . . . . . . . . 0 0    
3 Total proceeds of issue . . . . . . . . . . . . . . 40,540,096 59,910,000    
4 Gross proceeds in reserve funds . . . . . . . . . . . . 0 0    
5 Capitalized interest from proceeds . . . . . . . . . . . 0 0    
6 Proceeds in refunding escrows . . . . . . . . . . . . 0 0    
7 Issuance costs from proceeds . . . . . . . . . . . . 538,442 671,812    
8 Credit enhancement from proceeds . . . . . . . . . . . 0 0    
9 Working capital expenditures from proceeds . . . . . . . . . 0 0    
10 Capital expenditures from proceeds . . . . . . . . . . . 40,001,654 20,013,672    
11 Other spent proceeds . . . . . . . . . . . . . . 0 39,224,516    
12 Other unspent proceeds . . . . . . . . . . . . . . 0 0    
13 Year of substantial completion . . . . . . . . . . . . 2009 2003
Yes No Yes No Yes No Yes No
14 Were the bonds issued as part of a current refunding issue? . . . . .   X   X        
15 Were the bonds issued as part of an advance refunding issue? . . . . .   X X          
16 Has the final allocation of proceeds been made? . . . . . . . . X   X          
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . . X   X          
Part III
Private Business Use
A B C D
Yes No Yes No Yes No Yes No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .   X   X        
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .   X   X        
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50193E
Schedule K (Form 990) 2012
Schedule K (Form 990) 2012
Page 2
Part III
Private Business Use (Continued)
A B C D
Yes No Yes No Yes No Yes No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . . X     X        
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . . X              
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .   X   X        
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .                
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . . SchKMediumBullet 0% 0%   %   %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . . SchKMediumBullet   %   %   %   %
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .   %   %   %   %
7 Does the bond issue meet the private security or payment test? . . . . .   X   X        
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .   X   X        
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.   %   %   %   %
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .   X   X        
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under
Regulations sections 1.141-12 and 1.145-2?
X   X          
Part IV
Arbitrage
A B C D
Yes No Yes No Yes No Yes No
1 Has the issuer filed Form 8038-T? . . . . .   X   X        
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .                
b Exception to rebate? . . . . . . . .                
c No rebate due? . . . . . . . . . .
X   X          
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .   X X          
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?   X X          
b Name of provider . . . . . . . . . 0
  		MORGAN STANLEY BANK
  		 
  		 
 
c Term of hedge . . . . . . . . . . 20.2 20.2    
d Was the hedge superintegrated? . . . . . .   X   X        
e Was a hedge terminated? . . . . . . .   X   X        
Schedule K (Form 990) 2012
Schedule K (Form 990) 2012
Page 3
Part IV
Arbitrage (Continued)
A B C D
Yes No Yes No Yes No Yes No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .   X   X        
b Name of provider . . . . . . . . . 0
  		0
  		 
  		 
 
c Term of GIC . . . . . . . . . .        
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .                
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .   X   X        
7 Has the organization established written procedures to monitor the requirements of section 148? . . . X   X          
Part V
Procedures To Undertake Corrective Action
A B C D
Yes No Yes No Yes No Yes No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations? X   X          
Part VI
Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).
Identifier Return Reference Explanation
BOND A 0  
Schedule K (Form 990) 2012

Additional Data


Software ID:  
Software Version:  

Schedule L
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Transactions with Interested Persons
MediumBullet Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet Attach to Form 990 or Form 990-EZ. MediumBullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
Part I
Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.
1(a) Name of disqualified person (b) Relationship between disqualified person and organization (c) Description of transaction (d) Corrected?
Yes No





2
Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image$
 
3
Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image$
 

Part II
Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22
(a) Name of interested person (b) Relationship with organization (c) Purpose of loan (d) Loan to or from the organization? (e)Original principal amount (f)Balance due (g) In default? (h) Approved by board or committee? (i)Written agreement?
To From Yes No Yes No Yes No
(1) BRIAN T ALLEN KEY EMPLOYEE MORTGAGE   X 99,000 88,115   No Yes   Yes  
(2) PETER R RAMSEY KEY EMPLOYEE MORTGAGE   X 200,000 41,000   No Yes   Yes  
(3) REBECCA M SYKES KEY EMPLOYEE MORTGAGE   X 276,400 50,644   No Yes   Yes  
Total ......Small Bullet $ 179,759
Part III
Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.
(a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of assistance (d) Type of assistance (e) Purpose of assistance
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 50056A
Schedule L (Form 990 or 990-EZ) 2012
Schedule L (Form 990 or 990-EZ) 2012
Page 2
Part IV
Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.
(a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of transaction (d) Description of transaction (e) Sharing of organization's revenues?
Yes No
(1) DAVID W CHASE RELATED TO FRMR HEAD SCHL 104,344 ACADEMY EMPLOYEE   No
(2) VUYELWA MAQUBELA RELATED TO KEY EMPLOYEE 102,205 ACADEMY EMPLOYEE   No
(3) ELWIN SYKES RELATED TO KEY EMPLOYEE 51,045 ACADEMY EMPLOYEE   No
(4) SUMMIT PARTNERS SEE PART V 1,077,608 INVESTMENT MANAGEMENT   No
Part V
Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule L (see instructions).
Identifier Return Reference Explanation
SCHEDULE L, PART II:   LOANS LISTED IN PART II OF SCHEDULE L ARE COMPRISED PRIMARILY OF LOANS UNDER THE ACADEMY'S FACULTY MORTGAGE PROGRAM, AVAILABLE TO ALL QUALIFIED FACULTY AFTER SIX YEARS OF SERVICE. THE PROGRAM INTEREST RATE IS RE-SET ANNUALLY BASED UPON THE TEN-YEAR U.S. TREASURY NOTE'S EFFECTIVE YIELD AT JUNE 20. THE ACADEMY IMPUTES INCOME ON ANY BELOW MARKET RATE LOANS IN ACCORDANCE WITH IRS REQUIREMENTS.
SCHEDULE L, PART IV, LINE 4:   Trustee's spouse is Managing Director. SCHEDULE L, PART IV, COLUMN D: DISCLOSED IN THIS PART FOR THE FISCAL YEAR ENDED JUNE 30, 2013 ARE THREE ACADEMY EMPLOYEES WHO ARE SPOUSES OF CURRENT AND FORMER OFFICERS OR KEY EMPLOYEES OF THE ACADEMY LISTED IN PART VII AND SCHEDULE J. THE COMPENSATION AND BENEFITS OF THESE THREE INDIVIDUALS ARE AUTHORIZED BY THEIR DEPARTMENT SUPERVISORS AND THE ACADEMY'S HUMAN RESOURCES DEPARTMENT.
Schedule L (Form 990 or 990-EZ) 2012

Additional Data


Software ID:  
Software Version:  




SCHEDULE M
(Form 990)

Department of the Treasury
Internal Revenue Service
Noncash Contributions
Right pointing arrow large imageComplete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image Attach to Form 990.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
Part I
Types of Property
(a)
Check if applicable 		(b)
Number of contributions or items contributed 		(c)
Noncash contribution amounts reported on
Form 990, Part VIII, line 1g 		(d)
Method of determining
noncash contribution amounts
1 Art—Works of art .... X 311 0 N/A
2 Art—Historical treasures .        
3 Art—Fractional interests ..        
4 Books and publications ..      
5 Clothing and household
goods ....... 		     
6 Cars and other vehicles ..        
7 Boats and planes ....        
8 Intellectual property ...        
9 Securities—Publicly traded . X 169 2,856,729 AVG. OF HIGH/LOW PRI
10 Securities—Closely held stock .        
11 Securities—Partnership, LLC,
or trust interests .... 		       
12 Securities—Miscellaneous ..        
13 Qualified conservation
contribution—Historic
structures ..... 		       
14 Qualified conservation
contribution—Other ... 		       
15 Real estate—Residential .        
16 Real estate—Commercial .. X 1 1,100,000 FMV
17 Real estate—Other ...        
18 Collectibles .....        
19 Food inventory ...        
20 Drugs and medical supplies .        
21 Taxidermy ......        
22 Historical artifacts ....        
23 Scientific specimens ..        
24 Archeological artifacts ...        
25 Other Right pointing arrow large image ( )
26 Other Right pointing arrow large image( )
27 Other Right pointing arrow large image( )
28 Other Right pointing arrow large image ( )
29
Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...
29
26
Yes
No
30a
During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it
must hold for at least three years from the date of the initial contribution, and which is not required to be used
for exempt purposes for the entire holding period? ..................
30a
 
No
b
If "Yes," describe the arrangement in Part II.
31
Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?
31
Yes
 
32a
Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash
contributions? ..........................
32a
 
No
b
If "Yes," describe in Part II.
33
If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,
describe in Part II.
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 51227J
Schedule M (Form 990) (2012)
Schedule M (Form 990) (2012)
Page 2
Part II
Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.
Identifier Return Reference Explanation
SCHEDULE M, PART I, COLUMN (B): THE ACADEMY REPORTS THE NUMBER OF ITEMS CONTRIBUTED IN PART I, COLUMN (B). SCHEDULE M, LINE 33: THE ACADEMY REPORTED ZERO VALUE ON FORM 990, PART VIII, STATEMENT OF REVENUE, LINE 1G AS PERMITTED UNDER SFAS 116. IT DOES NOT CAPITALIZE ITS MUSEUM COLLECTIONS.
Schedule M (Form 990) (2012)
Additional Data


Software ID:  
Software Version:  
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.
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
Identifier Return Reference Explanation
FORM 990, PART I, LINE 1 & PART III, LINE I:   PHILLIPS ACADEMY IS A COEDUCATIONAL, BOARDING SCHOOL LOCATED IN ANDOVER, MASSACHUSETTS FOR STUDENTS IN GRADES NINE THROUGH TWELVE AND POST-GRADUATES. THE SCHOOL STRIVES TO HELP YOUNG PEOPLE FROM DIVERSE BACKGROUNDS ACHIEVE THEIR POTENTIAL NOT ONLY INTELLECTUALLY, BUT ALSO ARTISTICALLY, ATHLETICALLY AND MORALLY, SO THAT THEY MAY LEAD RESPONSIBLE AND FULFULLING LIVES.
FORM 990, PART III, LINE 4D:   TOTAL OF ALL OTHER PROGRAM SERVICES EXPENSES $954,599. INCLUDING GRANTS OF $231,288. REVENUE $46,000. THE INSTITUTE FOR RECRUITMENT OF TEACHERS (IRT) ADDRESSES THE LACK OF DIVERSITY IN THE NATION'S TEACHING FACULTIES BY RECRUITING OUTSTANDING STUDENTS OF COLOR AND OTHER SCHOLARS COMMITTED TO DIVERSITY, COUNSELING THEM THROUGH THE GRADUATE SCHOOL APPLICATION PROCESS, AND ADVOCATING FOR SUFFICIENT FUNDING FOR ADVANCED STUDY. SINCE 1990, THE IRT HAS BUILT A NATIONAL CONSORTIUM OF COLLEGES AND UNIVERSITIES THAT ARE EAGER TO ENROLL IRT STUDENTS TO DIVERSIFY THEIR GRADUATE STUDENT BODIES AND TO EXPAND THE PIPELINE OF EDUCATORS TO TEACH, COUNSEL, AND ADMINISTRATE IN AMERICAN SCHOOLS, COLLEGES, AND UNIVERSITIES. IRT URGES ITS STUDENTS TO EARN THEIR ADVANCED DEGREES AND TEACHING CREDENTIALS BEFORE THEY LAUNCH THEIR EDUCATIONAL CAREERS. ANNUALLY, THE IRT ENROLLS APPROXIMATELY 100 TALENTED STUDENTS WHO ARE MAJORING IN THE HUMANITIES, SOCIAL SCIENCES, OR EDUCATION, TO ITS TWO DISTINCT PROGRAMS: THE SUMMER WORKSHOP FOR RISING AND GRADUATING COLLEGE SENIORS; AND THE ASSOCIATE PROGRAM FOR COLLEGE SENIORS AND RECENT GRADUATES WHO WISH TO CONTINUE THEIR EDUCATIONAL STUDIES. SINCE ITS INCEPTION NEARLY EVERY IRT APPLICANT HAS BEEN ADMITTED TO AT LEAST ONE GRADUATE SCHOOL WITHIN THE IRT CONSORTIUM OF 42 COLLEGES AND UNIVERSITIES; MOST HAVE BEEN ADMITTED TO FOUR OR MORE. APPROXIMATELY 90 PERCENT OF THESE STUDENTS HAVE RECEIVED FULL TUITION WAIVERS AND PARTIAL-TO-FULL FELLOWSHIP FUNDING FOR UP TO SIX YEARS OF GRADUATE STUDY. TO DATE, THE IRT HAS WORKED WITH OVER 1500 INTERNS AND ASSOCIATES. OF THAT NUMBER, OVER 500 PARTICIPANTS HAVE ALREADY RECEIVED MASTER'S DEGRESS, 242 HAVE EARNED PH.D.S, AND OVER 100 ARE ALL-BUT-DISSERTATION. IN THE COMING DECADES, A NUMBER OF THESE SCHOLARS WILL EMERGE AS EDUCATIONAL LEADERS. ANDOVER BREAD LOAF (ABL), FOUNDED IN 1987, IS BASED ON THE PHILLIPS ACADEMY CAMPUS. A COLLABORATION BETWEEN PHILLIPS ACADEMY AND THE BREAD LOAF SCHOOL OF ENGLISH, MIDDLEBURY COLLEGE'S GRADUATE SCHOOL OF ENGLISH, ABL FOCUSES ITS WORK IN COMMUNITIES WITH HIGH POVERTY RATES AND PARTICULARLY URBAN AREAS IN THE UNITED STATES AND INTERNATIONALLY. ABL WORKS WITH U.S. AND INTERNATIONAL TEACHERS AND STUDENTS TO ENHANCE THE TEACHING AND LEARNING OF WRITING AND TO HELP CATALYZE EDUCATIONAL RENEWAL IN PUBLIC SCHOOL CLASSROOMS, SCHOOLS AND SCHOOL SYSTEMS. TWO SUMMER WORKSHOPS ARE AT THE HEART OF ABL. THE ABL WRITING WORKSHOP IS A PROFESSIONAL DEVELOPMENT WORKSHOP SERVING 15 - 20 TEACHERS PER SUMMER FROM URBAN SCHOOLS IN THE U.S. THE LAWRENCE STUDENT WRITERS WORKSHOP IS A PROGRAM FOR STUDENTS, ENROLLING 80-90 LAWRENCE, MASSACHUSETTS PUBLIC SCHOOL STUDENTS EVERY SUMMER. IN ADDITION TO THE WORK DONE WITH TEACHERS AND STUDENTS IN THE SUMMER, ABL STAFF WORK YEAR-ROUND TO SUPPORT PROGRAM PARTICIPANTS IN THEIR SCHOOLS AND COMMUNITY ORGANIZATIONS, OFFERING WORKSHOPS, CONFERENCES, AFTER-SCHOOL EVENTS, AND OTHER SIMILAR PROGRAMS. PHILLIPS ACADEMY-LEONARD SCHOOL (PALS) IS A TWO-YEAR EDUCATIONAL ENRICHMENT PROGRAM FOR SEVENTH- AND EIGHTH-GRADE STUDENTS FROM LAWRENCE, MA, WHO ARE TEACHER-RECOMMENDED AS ACADEMICALLY CAPABLE, TOP IN THEIR CLASSES IN SCHOOL, AND SELF-MOTIVATED. PALS SERVES UP TO 40 STUDENTS ANNUALLY FROM THE LEONARD AND PARTHUM SCHOOLS. OPERATING UNDER THE AUSPICES OF THE ACADEMY'S COMMUNITY SERVICE PROGRAM DURING THE ACADEMIC YEAR, PROGRAM AFTER-SCHOOL INSTRUCTION IS PROVIDED BY STUDENT VOLUNTEERS FROM THE ACADEMY AND FROM ANDOVER HIGH SCHOOL. THE SUMMER PROGRAM IS PRIVATELY FUNDED, PROVIDING FOUR WEEKS OF ACADEMIC ENRICHMENT FOR THESE STUDENTS. EACH YEAR A NUMBER OF THESE STUDENTS ARE ADMITTED TO PRIVATE SCHOOLS, INCLUDING PHILLIPS ACADEMY, TO FURTHER THEIR ACADEMIC AND PERSONAL GROWTH.
FORM 990, PART VI, SECTION A, LINE 1A:   THE PHILIPS ACADEMY BOARD OF TRUSTEES HAS SEVENTEEN CHARTER TRUSTEES, IDENTIFIED AS MEMBERS OF THE CORPORATION IN THE AMENDED AND RESTATED BY-LAWS OF THE TRUSTEES OF PHILLIPS ACADEMY, AND SIX ALUMNI TRUSTEES. CHARTER TRUSTEES HAVE FULL VOTING PRIVILEGES. ALUMNI TRUSTEES VOTE ON ALL MATTERS EXCEPT THE ELECTIONS OF MEMBERS OF THE CORPORATION, OFFICERS OF THE CORPORATION, AND THE HEAD OF SCHOOL. THE TRUSTEE BY-LAWS EMPOWER THE CORPORATION TO APPOINT AN EXECUTIVE COMMITTEE WITH ALL OF THE POWERS OF THE TRUSTEES EXCEPT AS SPECIFICALLY LIMITED BY THE BOARD. THE EXECUTIVE COMMITTEE IS COMPRISED OF THE BOARD PRESIDENT, THE HEAD OF SCHOOL AND CHAIRPERSONS OF EACH OF THE OTHER STANDING COMMITTEES OF THE BOARD. THE COMMITTEE HAS BEEN DELEGATED ALL OF THE POWERS OF THE TRUSTEES IN CIRCUMSTANCES WHERE THE ENTIRE BOARD IS UNABLE TO CONVENE TO RENDER A DECISION. THE EXECUTIVE COMMITTEE DID NOT MEET DURING THE ACADEMY'S 2013 FISCAL YEAR.
FORM 990, PART VI, SECTION A, LINE 2:   TRUSTEES PETER L.S. CURRIE AND LOUIS G. ELSON HAVE A RELATIONSHIP IN A BUSINESS ENTITY. THE ACADEMY HAS NO RELATIONSHIP WITH THIS ENTITY.
FORM 990, PART VI, SECTION A, LINE 8B:   IN ACCORDANCE WITH THE AMENDED AND RESTATED BY-LAWS OF TRUSTEES OF PHILLIPS ACADEMY, ONLY THE EXECUTIVE COMMITTEE HAS THE AUTHORITY TO ACT ON BEHALF OF THE ACADEMY'S GOVERNING BODY, ITS BOARD. THE ACADEMY DOES NOT MAINTAIN MINUTES OF ANY EXECUTIVE COMMITTEE MEETINGS, WHICH ARE RARE, AND GENERALLY CONVENE TO VOTE ON AN ISSUE THAT HAS BEEN DELEGATED TO THIS COMMITTEE BY THE FULL BOARD BECAUSE INSUFFICIENT INFORMATION WAS AVAILABLE AT THE REGULARLY SCHEDULED MEETING OF THE FULL BOARD AND A DECISION IS NEEDED BEFORE THE NEXT SCHEDULED BOARD MEETING. HOWEVER, IF THE EXECUTIVE COMMITTEE UNDERTAKES ANY ACTION, SUCH ACTION IS INCLUDED IN THE MINUTES OF THE NEXT REGULARLY SCHEDULED MEETING OF THE BOARD. THE BOARD MEETS AT LEAST THREE TIMES ANNUALLY. ALL BOARD MINUTES ARE APPROVED BY THE BOARD; THEREFORE, APPROVAL OF SUCH MINUTES CONSTITUTES APPROVAL AND ACCEPTANCE OF ANY ACTIONS TAKEN BY THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE DID NOT MEET IN FISCAL YEAR 2013.
FORM 990, PART VI, SECTION B, LINE 11:   WORKING WITH A PAID PREPARER, THE RETURN WAS PREPARED PRIMARILY IN THE ACADEMY'S COMPTROLLER'S OFFICE AND THEN REVIEWED INTERNALLY BY TWO SENIOR FINANCIAL MANAGERS. A DRAFT VERSION OF SELECTED SECTIONS OF THIS FORM 990 WAS PROVIDED TO THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES AT ITS FEBRUARY 2014 MEETING FOR PRELIMINARY REVIEW. THE FINAL VERSION OF THIS ENTIRE FORM 990 WAS REVIEWED AND APPROVED BY THE AUDIT COMMITTEE AT ITS MAY 2014 MEETING. IMMEDIATELY AFTER THE MAY AUDIT COMMITTEE MEETING, THIS FORM 990 WAS POSTED TO THE WEB SITE FOR THE BOARD OF TRUSTEES WHERE IT COULD BE VIEWED BY ALL TRUSTEES UNTIL THE FILING DATE OF MAY 15, 2014.
FORM 990, PART VI, SECTION B, LINE 12C:   THE ACADEMY HAS TWO SEPARATE CONFLICT OF INTEREST POLICIES. ITS POLICY FOR INTERESTED PERSONS ADDRESSES TRANSACTIONS BETWEEN THE ACADEMY AND ANY CURRENT OR FORMER OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES, ANY OTHER PERSON IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE ACADEMY, FAMILY MEMBERS AND OTHER RELATED ENTITIES. THIS POLICY IS DESIGNED TO ELICIT DISCLOSURE OF TRANSACTIONS WHICH WOULD HAVE TO BE INCLUDED IN THE ACADEMY'S FORM 990. AS SUCH, THE THRESHOLDS FOR REPORTING AND DEFINITIONS OF TRANSACTIONS REQUIRED TO BE REPORTED ARE ALIGNED WITH THOSE IN FORM 990. THE ACADEMY ALSO HAS A SECOND POLICY FOR FACULTY, STAFF AND OTHER DECISION MAKERS ACTING ON BEHALF OF THE ACADEMY. WHILE THIS SECOND POLICY ALSO SEEKS TO IDENTIFY AND ADDRESS CONFLICTS, THE INQUIRIES ARE LESS EXTENSIVE THAN THOSE IN THE POLICY FOR INTERESTED PERSONS. ANNUALLY IN THE FALL, THE POLICIES ARE DISTRIBUTED AND ALL RECIPIENTS MUST DISCLOSE IN WRITING ALL POTENTIAL CONFLICTS OF INTEREST. CONFLICTS DISCLOSED ARE ADDRESSED IN ACCORDANCE WITH THE POLICIES, EITHER BY THE TRUSTEE AUDIT COMMITTEE, THE BOARD OF TRUSTEES OR THE CONFLICT OF INTEREST OFFICER, THE ACADEMY'S CHIEF FINANCIAL OFFICER. THE POLICIES CLEARLY STATE THAT ALL RECIPIENTS OF THE POLICY ARE OBLIGED THROUGHOUT THE YEAR TO ABIDE BY ITS TERMS AND TO TAKE NO STEPS TO ENTER INTO ANY TRANSACTION WHICH MIGHT GIVE RISE TO A CONFLICT OF INTEREST WITHOUT FIRST DISCLOSING SUCH TRANSACTION TO AND RECEIVING APPROVAL TO ENTER INTO THE TRANSACTION FROM THE CONFLICT OF INTEREST OFFICER. DURING THE YEAR, IF APPROPRIATE, NEWLY-HIRED PERSONNEL ARE REQUIRED TO COMPLETE THE POLICY. DURING THE COURSE OF THE YEAR, IF THE CONFLICT OF INTEREST OFFICER BECOMES AWARE OF POTENTIAL CONFLICTS THROUGH ANY OTHER MEANS, HE INVESTIGATES THE TRANSACTION IN ACCORDANCE WITH THE POLICY AND MAINTAINS RECORDS TO EVIDENCE THE RESULTS OF HIS INVESTIGATION.
FORM 990, PART VI, SECTION B, LINE 15:   COMPENSATION OF THE ACADEMY'S HEAD OF SCHOOL, CHIEF OPERATING AND FINANCIAL OFFICER, AND ITS KEY EMPLOYEES IS REVIEWED AND APPROVED IN ACCORDANCE WITH THE ACADEMY'S AMENDED AND RESTATED COMPENSATION PHILOSOPHY STATEMENT (THE "STATEMENT"), ADOPTED AT A MEETING OF THE ACADEMY'S BOARD OF TRUSTEES IN JANUARY, 2006, WHEREIN THE BOARD DECLARES ITS SUPPORT FOR FULL DISCLOSURE OF ALL EXECUTIVE COMPENSATION AND BENEFITS AS LEGALLY REQUIRED IN IRS FORM 990. THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES IS CHARGED WITH IMPLEMENTING THE PHILOSOPHY AND PRACTICES ARTICULATED IN THE STATEMENT. THE STATEMENT REQUIRES THAT: COMPENSATION FOR ITS SENIOR ADMINISTRATORS BE BASED UPON COMPARISONS WITH COMPENSATION AT PEER INSTITUTIONS; ALL COMPENSATION DECISIONS BE BASED UPON ETHICAL CONSIDERATIONS; ALL PARTICIPATING IN COMPENSATION DECISIONS COMPLETE THE ACADEMY'S CONFLICT OF INTEREST STATEMENT AND RECUSE THEMSELVES FROM PARTICIPATION IF THEY HAVE ANY DIRECT OR INDIRECT FINANCIAL INTEREST WITH THE ACADEMY; ALL ACADEMY COMPENSATION PRACTICES ARE TO BE IN ACCORDANCE WITH APPLICABLE LAWS AND ALL BOARD MEMBERS AND THOSE ADMINISTRATORS THAT PARTICIPATE IN DETERMINING COMPENSATION FOR THE ACADEMY'S OFFICERS AND KEY EMPLOYEES BE FAMILIAR WITH INTERNAL REVENUE CODE (IRC) SECTION 4958, WHICH IMPOSES INTERMEDIATE SANCTION PENALTIES FOR EXCESS BENEFIT TRANSACTIONS. ANNUALLY, THE COMPENSATION COMMITTEE REPORTS ITS COMPENSATION DECISIONS TO THE FULL BOARD MEMBERSHIP. THE COMPENSATION COMMITTEE REVIEWS AND APPROVES ALL BASE COMPENSATION ARRANGEMENTS EXCEEDING $150,000 A YEAR, EXCLUDING HOUSING, INCLUDING, IN PARTICULAR, THE HEAD OF SCHOOL'S AND THE CHIEF OPERATING AND FINANCIAL OFFICER'S. THE COMPENSATION COMMITTEE REVIEWS APPROPRIATE EXECUTIVE COMPENSATION COMPARABILITY DATA INCLUDING SALARY COMPARISON SURVEYS FROM VARIOUS ENTITIES, INCLUDING BUT NOT LIMITED TO; THE NATIONAL ASSOCIATION OF INDEPENDENT SCHOOLS (NAIS), THE ASSOCIATION OF BUSINESS OFFICERS OF PREPARATORY SCHOOLS (ABOPS), OTHER INSTITUTIONS' CURRENT 990'S, COLLEGE AND UNIVERSITY PERSONNEL ASSOCIATION (CUPA) AND SUMMARIES OF SURVEYS RECEIVED BY THE ACADEMY IN EXCHANGE FOR ITS PARTICIPATION IN THESE SURVEYS. THE COMPENSATION COMMITTEE CONFIRMS WITH THE BOARD THAT FORMAL AND TIMELY PERFORMANCE REVIEWS ARE COMPLETED FOR ALL SENIOR ADMINISTRATORS. THE COMPENSATION COMMITTEE PREPARES AND APPROVES MINUTES OF EACH MEETING, INCLUDING: TERMS AND DATE OF APPROVED COMPENSATION, COMMITTEE MEMBERS PRESENT AND VOTING, THE COMPARABILITY DATA AND THEIR SOURCES AND THE RATIONALE FOR DECISIONS MADE.
FORM 990, PART VI, SECTION C, LINE 18:   THE ACADEMY MAKES ITS FORM 990 AVAILABLE FOR PUBLIC INSPECTION THROUGH GUIDESTAR.ORG AND THROUGH THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FORM 990, PART VI, SECTION C, LINE 19: THE ACADEMY DOES NOT GENERALLY MAKE ITS GOVERNING DOCUMENTS AND ITS CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. IT WILL FURNISH ITS FINANCIAL STATEMENTS UPON REQUEST, EITHER VIA EMAIL OR IN HARD COPY THROUGH THE MAIL.
FORM 990, PART XI, LINE 9:   OTHER CHANGES IN NET ASSETS: CHANGE IN VALUE OF SPLIT-INTEREST AGREEMENTS $448,488 UNREALIZED GAIN ON SWAP MARKET VALUE $6,608,892 CHANGE IN BAD DEBT EXPENSE $(144,725) -------------- TOTAL TO FORM 990, PART XI, LINE 9: $6,912,655
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2012

Additional Data


Software ID:  
Software Version:  
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBulletAttach to Form 990. MediumBullet See separate instructions.

OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
TRUSTEES OF PHILLIPS ACADEMY
 
Employer identification number

04-2103579
Part I
Identification of Disregarded Entities (Complete if the organization answered "Yes" to 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










Part II
Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to 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?
Yes No












For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 2
Part III
Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to 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?



 		(k)
Percentage
ownership
Yes No Yes No












Part IV
Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to 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?
Yes No
(1) CHARITABLE TRUSTS (30)

180 MAIN STREET
ANDOVER,MA01810
 FUNDRAISING MA NA
  		TRUST         No












Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 3
Part V
Transactions With Related Organizations (Complete if the organization answered "Yes" to 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
No
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 . . . . . . . . . . . . . . . . . . . . . . .
1a
 
No
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
 
No
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
 
No
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
 
No
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
 
No
f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
 
No
g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
No
h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
No
i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1k
 
No
l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
 
No
m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1m
 
No
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1n
 
No
o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
 
No
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
 
No
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
 
No
r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
Yes
 
s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1s
 
No
2
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 other organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved
(1) CHARITABLE LEAD TRUST - RECEIPT OF TRUST DIST

 R 361,744 CASH





Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 4
Part VI
Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to 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) 		(d)
Predominant income (related, unrelated, excluded from tax under section 512-514)

(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? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 5
Part VII
Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule R (see instructions).
Identifier Return Reference Explanation
SCHEDULE R, PART IV:   CHARITABLE TRUSTS ARE LOCATED IN THE FOLLOWING JURISDICTIONS: IL, FL, MA, GA, NY, NC, VA, WA, AND CA.

Additional Data


Software ID:  
Software Version: