Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2015
Open to Public Inspection
For calendar year 2015, or tax year beginning 01-01-2015 , and ending 12-31-2015
Name of foundation
THE WHALLEY FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)5 CARSEY LANE
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
HOUSTON, TX77024
A Employer identification number

26-2291525
B Telephone number (see instructions)

(832) 594-6499
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$15,831,872J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 5,000,000
2 Check bullet Sch. B .............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 333,601 333,601  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 73,747
b Gross sales price for all assets on line 6a 264,247
7 Capital gain net income (from Part IV, line 2)... 73,747
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 5,407,348 407,348  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 100      
b Accounting fees (attach schedule)....... Click to see attachment 6,115      
c Other professional fees (attach schedule).... Click to see attachment 150      
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 14,113      
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see list of attachments 395      
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 20,873 0   0
25 Contributions, gifts, grants paid....... 1,762,350 1,762,350
26 Total expenses and disbursements. Add lines 24 and 25 1,783,223 0   1,762,350
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 3,624,125
b Net investment income (if negative, enter -0-) 407,348
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2015)
Form 990-PF (2015)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 7,272,376 7,800,023 7,800,023
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 1,874,411 Click to see attachment3,637,565 4,359,202
c Investments—corporate bonds (attach schedule)....... 148,655 Click to see attachment148,655 168,613
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 2,113,936 Click to see attachment3,447,860 3,495,154
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment9,480 Click to see attachment8,880 Click to see attachment8,880
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 11,418,858 15,042,983 15,831,872
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).........   0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 11,418,858 15,042,983
30 Total net assets or fund balances (see instructions)..... 11,418,858 15,042,983
31 Total liabilities and net assets/fund balances (see instructions). 11,418,858 15,042,983
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
11,418,858
2
Enter amount from Part I, line 27a .....................
2
3,624,125
3
Other increases not included in line 2 (itemize) bullet
3
 
4
Add lines 1, 2, and 3 ..........................
4
15,042,983
5
Decreases not included in line 2 (itemize) bullet
5
 
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
15,042,983
Form 990-PF (2015)
Form 990-PF (2015)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a 3,100 KRAFT FOOD GROUP, INC. P 2015-01-16 2015-07-06
b 200,000 DARDEN RESTAURANTS, INC. 3.35% 11/01/22 P 2015-05-04 2015-12-10
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 51,150     51,150
b 213,097   190,500 22,597
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       51,150
b       22,597
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 73,747
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)
If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2014 943,900 5,966,801 0.15819
2013 1,191,200 6,091,511 0.19555
2012 1,888,000 6,447,258 0.29284
2011 1,132,000 5,793,853 0.19538
2010 1,555,750 5,479,908 0.28390
2
Total of line 1, column (d) .....................
21.125861
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years . . .
3
0.225172
4
Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....
4
11,762,226
5
Multiply line 4 by line 3......................
5
2,648,524
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
4,073
7
Add lines 5 and 6........................
7
2,652,597
8
Enter qualifying distributions from Part XII, line 4.............
8
1,762,350
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (2015)
Form 990-PF (2015)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bullet and enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 8,147
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 8,147
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 8,147
6 Credits/Payments:
a 2015 estimated tax payments and 2014 overpayment credited to 2015 6a 8,880
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 8,880
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 733
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet733 RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bullet
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2015 or the taxable year beginning in 2015 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletMARY WHALLEY Telephone no.bullet (832) 594-6499

    Located atbullet5 CARSEY LANEHOUSTONTX ZIP+4bullet77024
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.......bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2015, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
    No
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2015?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2015, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2015?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
    No
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2015 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2015.)..................
    3b
     
    No
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2015?
    4b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
    No
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    LAWRENCE G WHALLEY President
    0.00     		0    
    5 CARSEY LANE
    HOUSTON,TX77024
    MARY WHALLEY Vice Pres.
    0.00     		0    
    5 CARSEY LANE
    HOUSTON,TX77024
    ELIZABETH M TAYLOR Vice Pres.
    0.00     		0    
    9415 BRAEWICK DRIVE
    HOUSTON,TX77096
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet  
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet  
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet  
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    7,954,404
    b
    Average of monthly cash balances.......................
    1b
    3,977,837
    c
    Fair market value of all other assets (see instructions)................
    1c
    9,105
    d
    Total (add lines 1a, b, and c).........................
    1d
    11,941,346
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    11,941,346
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    179,120
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    11,762,226
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    588,111
    Part XI
    Distributable Amount bullet
    1
    Minimum investment return from Part X, line 6....................
    1
    588,111
    2a
    Tax on investment income for 2015 from Part VI, line 5......
    2a
    8,147
    b
    Income tax for 2015. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    8,147
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    579,964
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    579,964
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    579,964
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    1,762,350
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    1,762,350
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,762,350
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2014     		(c)
    2014     		(d)
    2015
    1 Distributable amount for 2015 from Part XI, line 7 579,964
    2 Undistributed income, if any, as of the end of 2015:
    a Enter amount for 2014 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2015:
    a From 2010...... 1,286,406
    b From 2011...... 853,597
    c From 2012...... 1,574,846
    d From 2013...... 896,095
    e From 2014...... 654,415
    fTotal of lines 3a through e........ 5,265,359
    4Qualifying distributions for 2015 from Part
    XII, line 4: bullet$ 1,762,350
    a Applied to 2014, but not more than line 2a  
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		 
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2015 distributable amount..... 579,964
    e Remaining amount distributed out of corpus 1,182,386
    5 Excess distributions carryover applied to 2015.    
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 6,447,745
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2014. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2016. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		 
    8Excess distributions carryover from 2010 not
    applied on line 5 or line 7 (see instructions) ...     		1,286,406
    9Excess distributions carryover to 2016.
    Subtract lines 7 and 8 from line 6a ......     		5,161,339
    10 Analysis of line 9:
    a Excess from 2011.... 853,597
    b Excess from 2012.... 1,574,846
    c Excess from 2013.... 896,095
    d Excess from 2014.... 654,415
    e Excess from 2015.... 1,182,386
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2015, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2015 (b) 2014 (c) 2013 (d) 2012
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    LAWRENCE G WHALLEY
    MARY WHALLEY
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    THE BRIARWOOD SCHOOL
    12207 WHITTINGTON DRIVE
    HOUSTON,TX77077     		NONE PC FUND PROGRAMS 455,000
    ST CECILIA CATHOLIC CHURCH
    11720 JOAN OF ARC
    HOUSTON,TX77024     		NONE PC FUND PROGRAMS 208,000
    THE KINKAID SCHOOL
    201 KINKAID SCHOOL DRIVE
    HOUSTON,TX77024     		NONE PC FUND PROGRAMS 1,000
    ARCHDIOCESE OF GALVESTON-HOUSTON
    1700 SAN JACINTO STREET
    HOUSTON,TX77001     		NONE PC FUND PROGRAMS 5,000
    ARKANSAS ARTS ACADEMY FOUNDATION
    1110 W POPLAR STE A
    ROGERS,AR72756     		NONE PC FUND PROGRAMS 10,000
    TEXAS CHILDREN'S HOSPITAL
    PO BOX 300630
    HOUSTON,TX77230     		NONE PC FUND PROGRAMS 275,000
    THE JUNIOR LEAGUE OF HOUSTON INC
    1811 BRIAR OAKS LANE
    HOUSTON,TX77027     		NONE PC FUND PROGRAMS 15,000
    ST JUDE CHILDREN'S HOSPITAL
    262 DANNY THOMAS PLACE
    MEMPHIS,TN38105     		NONE PC FUND PROGRAMS 75,500
    CASA DE ESPERANZA
    PO BOX 66581
    HOUSTON,TX77266     		NONE PC FUND PROGRAMS 5,000
    COVENANT HOUSE OF TEXAS
    1111 LOVETT BLVD
    HOUSTON,TX77006     		NONE PC FUND PROGRAMS 26,000
    CYSTIC FIBROSIS FOUNDATION
    50 BRIAR HOLLOW LN STE 250 EAST
    HOUSTON,TX77027     		NONE PC FUND PROGRAMS 10,000
    DARTMOUTH COLLEGE
    6066 DEVELOPMENT OFFICE
    HANOVER,NH03755     		NONE PC FUND PROGRAMS 50,000
    MARCH OF DIMES
    3000 WESLAYAN STE 100
    HOUSTON,TX77027     		NONE PC FUND PROGRAMS 25,000
    STAR OF HOPE
    6897 ARDMORE
    HOUSTON,TX77054     		NONE PC FUND PROGRAMS 100,000
    HOUSTON LEUKEMIA LYMPHOMA SOCIETY
    5433 WESTHEIMER STE 300
    HOUSTON,TX77056     		NONE PC FUND PROGRAMS 500
    JOHNNY MAC SOLDIERS FUND
    42395 RYAN RD STE 112-242
    ASHBURN,VA20148     		NONE PC FUND PROGRAMS 10,000
    KIDS ACROSS AMERICA
    2036 TIMBERLAKE ROAD
    BRANSON,MO65616     		NONE PC FUND PROGRAMS 5,000
    THE BROOKWOOD COMMUNITY
    1752 FM 1489
    BROOKSHIRE,TX77423     		NONE PC FUND PROGRAMS 20,000
    KIDS MEALS
    330 GARDEN OAKS BLVD
    HOUSTON,TX77018     		NONE PC FUND PROGRAMS 10,000
    AMERICAN DIABETES FOUNDATION
    2400 AUGUSTA DRIVE
    HOUSTON,TX77057     		NONE PC FUND PROGRAMS 250
    MEALS ON WHEEL
    3303 MAIN ST
    HOUSTON,TX77002     		NONE PC FUND PROGRAMS 2,000
    MEMORIAL HERMANN FOUNDATION
    929 GESSNER STE 2650
    HOUSTON,TX77024     		NONE PC FUND PROGRAMS 5,000
    PHILLIPS BROOK HOUSE ASSOCIATION
    1 HARVARD YARD
    CAMBRIDGE,MA02138     		NONE PC FUND PROGRAMS 2,500
    RECIPE FOR SUCCESS FOUNDATION
    PO BOX 56405
    HOUSTON,TX77256     		NONE PC FUND PROGRAMS 5,000
    SMALL STEPS NUTURING CENTER
    1709 DEPELCHIN ST
    HOUSTON,TX77007     		NONE PC FUND PROGRAMS 20,000
    TELLURIDE ADAPTIVE SPORTS PROGRAM
    PO BOX 2254
    TELLURIDE,CO81435     		NONE PC FUND PROGRAMS 10,000
    CLAYTON DABNEY FOR KIDS WITH CANCER
    11 GREENWAY PLAZA STE 3175
    HOUSTON,TX77046     		NONE PC FUND PROGRAMS 10,000
    WEST POINT FUND
    698 MILLS ROAD
    WEST POINT,NY10996     		NONE PC FUND PROGRAMS 1,000
    CAMP JOHN MARC
    2929 cARLISLE STREET STE 355
    DALLAS,TX75204     		NONE PC FUND PROGRAMS 5,000
    AMERICAN RED CROSS
    2700 SOUTHWEST FREEWAY
    HOUSTON,TX77098     		NONE PC FUND PROGRAMS 125,000
    OPERATION GRATEFUL NATION
    1001 THOMAS KELLY BLVD
    CONROE,TX77303     		NONE PC FUND PROGRAMS 25,000
    SEARCH
    2505 Fannin
    Houston,TX77002     		NONE PC FUND PROGRAMS 75,000
    SPRING SPIRIT BASEBALL
    5120 WOODWAY SUITE 6002
    HOUSTON,TX77056     		NONE PC FUND PROGRAMS 25,000
    ZHANJIANG KIDS ORGANIZATION
    20355 CARROLL ROAD
    ROCKBRIDGE,OH43149     		NONE PC FUND PROGRAMS 10,000
    BEARESOURCES FOR CPS KIDS
    2223 WEST LOOP SOUTH
    HOUSTON,TX77027     		NONE PC FUND PROGRAMS 10,600
    KIPP HOUSTON
    10711 KIPP WAY
    HOUSTON,TX77099     		NONE PC FUND PROGRAMS 5,000
    CHILD ADVOCATE
    2401 PORTSMOUTH STE 210
    HOUSTON,TX77098     		NONE PC FUND PROGRAMS 5,000
    HOUSTON FOOD BANK
    535 PORTWALL STREET
    HOUSTON,TX77029     		NONE PC FUND PROGRAMS 25,000
    MD ANDERSON CANCER CENTER
    6655 TRAVIS ST 650
    HOUSTON,TX77030     		NONE PC FUND PROGRAMS 75,000
    EASTER SEALS
    4500 BISSONNET ST
    BELLAIRE,TX77401     		NONE PC FUND PROGRAMS 10,000
    MEMORIAL ASSISTANCE MINISTRIES
    1625 BLALOCK RD
    HOUSTON,TX77080     		NONE PC FUND PROGRAMS 5,000
    Total .................................bullet 3a 1,762,350
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ...........     		         
    4 Dividends and interest from securities....     14 333,601  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory ............     		    18 73,747  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   407,348  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13407,348
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2015)
    Additional Data


    Software ID: 15000324
    Software Version: 2015v2.0


    Form 990PF - Special Condition Description:
    Special Condition Description
    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.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2015
    Name of the organization
    THE WHALLEY FOUNDATION
     
    Employer identification number

    26-2291525
    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 its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015) Page 2
    Name of organization
    THE WHALLEY FOUNDATION
          		Employer identification number
    26-2291525
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
     
     

    LAWRENCE MARY WHALLEY  
    5 CARSEY LANE
     
    HOUSTON, TX77024

    		$ 5,000,000


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Page 3
    Name of organization
    THE WHALLEY FOUNDATION
          		Employer identification number

    26-2291525
    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) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Page 4
    Name of organization
    THE WHALLEY FOUNDATION
          		Employer identification number

    26-2291525
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. 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) (2015)

    Additional Data


    Software ID: 15000324
    Software Version: 2015v2.0

    TY 2015 AccountingFeesSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    15000324
    Software Version:
    2015v2.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX PREPARATION FEES 6,115 0 0 0

    TY 2015 InvestmentsCorpBondsSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    15000324
    Software Version:
    2015v2.0
    Name of Bond End of Year Book Value End of Year Fair Market Value
    INGERSOLL-RAND GLOBAL 6.75% DUE 8/15/18 97,093 110,380
    JEFFERIES GROUP INC NTS 8.5% 51,562 58,233

    TY 2015 InvestmentsCorpStockSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    15000324
    Software Version:
    2015v2.0
    Name of Stock End of Year Book Value End of Year Fair Market Value
    BRISTOL MYERS SQUIBB CO 263,951 687,900
    DUKE ENERGY HOLDING CORP NEW 208,882 285,560
    ENERPLUS RESOURCES FD TR UNIT 56,762 8,550
    SOUTHERN CO 172,111 233,950
    TOTAL S.A. FRANCE SPON ADR 123,307 112,375
    VERIZON COMMUNICATIONS INC 271,349 309,674
    ASTRAZENECA PLC SPON ADR 131,156 169,750
    ROYAL DUTCH SHELL PLC CL A 265,317 228,950
    NISOURCE, INC. 23,453 78,040
    PFIZER, INC. 72,774 161,400
    PINNACLE WEST CAP CORP 193,601 322,400
    SPECTRA ENERGY CORP 108,985 119,700
    BANK OF AMERICA 143,874 168,300
    AT&T INC 255,641 258,075
    BHP BILLITON LTD SPON ADR 205,051 113,344
    COLUMBIA PIPELINE GROUP INC 41,881 80,000
    DOW CHEMICAL 203,007 231,660
    KINDER MORGAN INC 255,453 91,012
    KRAFT HEINZ CO 204,904 225,556
    LOCKHEED MARTIN CORP 215,738 238,865
    PAYCHEX INC 204,528 227,427
    SOUTH32 LTD SPON ADR 15,840 6,714

    TY 2015 InvestmentsOtherSchedule2
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    15000324
    Software Version:
    2015v2.0
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    TALF PARTNERS I, L.P. AT COST 1,477,044 1,536,981
    BLACKROCK CAP & INCOME AT COST 207,414 238,146
    BLACKROCK ENHANCED EQUITY DIVIDTRUST AT COST 116,007 118,077
    BLACKROCK RESOURCES & COMMODITIES STRGY AT COST 68,309 38,558
    ENTERPRISE PRODUCTS PARTNER LP AT COST 242,261 189,292
    BANK OF AMER CORP 6.5% PREFERRED CLBL AT COST 256,005 267,200
    CUSTOMERS BANCORP INC 7% PREFERRED CLBL AT COST 202,805 211,600
    JPMORGAN CHASE & CO 6.125% PREFERRED CLB AT COST 250,605 261,200
    SOUTHERN COMPANY 6.25% JR SB 2015A AT COST 250,000 268,900
    WELLS FARGO & CO 6% PREFERRED CLBL AT COST 200,000 210,000
    EATON VANCE TAX ADVANTAGED GLOBAL DV INC AT COST 177,410 155,200

    TY 2015 LegalFeesSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    15000324
    Software Version:
    2015v2.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 100 0 0 0


    TY 2015 OtherAssetsSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    15000324
    Software Version:
    2015v2.0
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    FEDERAL INCOME TAX DEPOSIT 9,480 8,880 8,880


    TY 2015 OtherExpensesSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    15000324
    Software Version:
    2015v2.0
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ADR FEES 320      
    BANK SERVICE CHARGES 75      


    TY 2015 OtherProfessionalFeesSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    15000324
    Software Version:
    2015v2.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT ACCOUNT FEES 150 0 0 0


    TY 2015 TaxesSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    15000324
    Software Version:
    2015v2.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL INCOME TAXES 8,855      
    FOREIGN TAXES 5,258