Form990-PF

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.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 05-01-2018 , and ending 04-30-2019
Name of foundation
CHARLES H PHIPPS FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)29 ROBLEDO DRIVE
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
DALLAS, TX75230
A Employer identification number

75-2750645
B Telephone number (see instructions)

(214) 369-0600
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... 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$4,732,545J 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)  
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 116,101 115,899 116,101
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 233,046
b Gross sales price for all assets on line 6a 749,917
7 Capital gain net income (from Part IV, line 2)... 233,046
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........ 349,147 348,945 116,101
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0 0 0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 4,700 4,700 0 0
c Other professional fees (attach schedule).... Click to see attachment 25,526 25,526 0 0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 1,650 1,650 0 0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule).......        
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 31,876 31,876 0 0
25 Contributions, gifts, grants paid....... 209,000 209,000
26 Total expenses and disbursements. Add lines 24 and 25 240,876 31,876 0 209,000
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 108,271
b Net investment income (if negative, enter -0-) 317,069
c Adjusted net income (if negative, enter -0-)... 116,101
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
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............. 178,715 200,470 200,470
2 Savings and temporary cash investments.........      
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)....... 3,250,175 Click to see attachment3,347,158 3,347,158
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 1,091,037 Click to see attachment1,184,917 1,184,917
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 4,519,927 4,732,545 4,732,545
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 0
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
Foundations that do not follow SFAS 117, check here bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 4,519,927 4,732,545
30 Total net assets or fund balances (see instructions)..... 4,519,927 4,732,545
31 Total liabilities and net assets/fund balances (see instructions). 4,519,927 4,732,545
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
4,519,927
2
Enter amount from Part I, line 27a .....................
2
108,271
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
143,526
4
Add lines 1, 2, and 3 ..........................
4
4,771,724
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
39,179
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
4,732,545
Form 990-PF (2018)
Form 990-PF (2018)
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 ALPHABET INC CL C P 2018-04-30 2019-04-05
b ALPHABET INC CL A P 2018-04-30 2019-04-05
c DWS GLBL INFRASTRUCTURE-INST #1456 P 2018-04-30 2018-07-05
d DIAMOND HILL LONG/SHORT-I #0011 P 2018-04-30 2018-07-05
e DIAMOND HILL LONG/SHORT-I #0011 P 2018-04-30 2019-03-20
DIAMOND HILL LONG/SHORT-I #0012 P 2018-04-30 2019-04-05
DODGE & COX INTL STK #1049 P 2018-04-30 2019-04-18
AMERICAN EUROPACIFIC GRWTH-F3 #0716 P 2018-04-30 2019-04-05
AMERICAN EUROPACIFIC GRWTH-F3 #0716 P 2018-04-30 2019-04-29
HARBOR INTL-RTMT #2511 P 2018-04-30 2019-04-05
KLA-TENCOR CORPORATION P 2018-04-30 2018-07-20
MONSANTO CO P 2018-04-30 2018-06-08
PHILIP MORRIS INTERNATIONAL P 2018-04-30 2018-07-20
QUALCOMM INC P 2018-04-30 2018-07-24
SALESFORCE.COM INC P 2018-04-30 2019-04-05
SALESFORCE.COM INC P 2018-04-30 2019-04-18
SCHLUMBERGER LTD P 2018-04-30 2019-04-05
STARBUCKS CORP P 2018-04-30 2019-04-18
VANGUARD INFL PROT SECS-ADM #5119 P 2018-04-30 2019-04-05
WELLS FARGO & COMPANY P 2018-04-30 2019-04-05
TOTAL LONG-TERM CAPITAL GAIN DIVIDENDS P 2018-04-30 2019-04-30
NORFOLK SOUTHERN CORP P 2018-04-30 2019-04-29
(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 12,089   2,546 9,543
b 12,130   2,559 9,571
c 25,857   27,130 -1,273
d 50,289   43,960 6,329
e 24,787   20,690 4,097
25,031   20,452 4,579
49,850   44,467 5,383
9,997   10,881 -884
47,610   49,119 -1,509
65,198   76,715 -11,517
64,237   25,839 38,398
38,400   25,740 12,660
41,970   23,620 18,350
41,385   25,164 16,221
31,784   7,558 24,226
15,484   3,779 11,705
22,585   42,130 -19,545
7,547   3,397 4,150
20,002   19,272 730
48,809   27,406 21,403
54,197     54,197
40,679   14,447 26,232
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       9,543
b       9,571
c       -1,273
d       6,329
e       4,097
      4,579
      5,383
      -884
      -1,509
      -11,517
      38,398
      12,660
      18,350
      16,221
      24,226
      11,705
      -19,545
      4,150
      730
      21,403
      54,197
      26,232
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 2 233,046
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 0
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))
2017 211,000 4,539,139 0.046485
2016 203,000 4,136,915 0.049070
2015 214,732 4,074,016 0.052708
2014 204,400 4,318,675 0.047329
2013 191,616 4,079,840 0.046967
2
Total of line 1, column (d) .....................
2
0.242559
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.048512
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
4,563,017
5
Multiply line 4 by line 3......................
5
221,361
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
3,171
7
Add lines 5 and 6........................
7
224,532
8
Enter qualifying distributions from Part XII, line 4,.............
8
209,000
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 (2018)
Form 990-PF (2018)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 6,341
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 0
3 Add lines 1 and 2........................... 3 6,341
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 6,341
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 5,160
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 5,160
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 1,181
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet   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$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
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
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
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)
    bulletTX
    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 2018 or the taxable year beginning in 2018? See the 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 (2018)
    Form 990-PF (2018)
    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 ofbulletTERESA COIN BANK OF ARIZONA Telephone no.bullet (480) 596-4329

    Located atbullet16767 N PERIMETER DRIVE SUITE 200SCOTTSDALEAZ ZIP+4bullet85260
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2018, 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 the instructions for exceptions and filing requirements for FinCEN Form 114. 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
     
     
    ........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 2018?.............
    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 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    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
     
     
    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 2018 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 2018.)..................
    3b
     
     
    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 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    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:
    Yes
    No
    (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
     
     
    .........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
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    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
    CHARLES H PHIPPS TRUSTEE
    1.00     		0 0 0
    29 ROBLEDO DRIVE
    DALLAS,TX75230
    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 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    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.............bullet0
    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 NONE 0
    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 NONE 0
    2  
    All other program-related investments. See instructions.
    3 Click to see attachment 0
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    4,345,757
    b
    Average of monthly cash balances.......................
    1b
    286,748
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    4,632,505
    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
    0
    3
    Subtract line 2 from line 1d.........................
    3
    4,632,505
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    69,488
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    4,563,017
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    228,151
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    228,151
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    6,341
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    6,341
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    221,810
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    221,810
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    221,810
    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
    209,000
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    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
    209,000
    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
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    209,000
    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 (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 221,810
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 208,864
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013......  
    b From 2014......  
    c From 2015......  
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 209,000
    a Applied to 2017, but not more than line 2a 208,864
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 136
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2018. 0 0
    (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 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    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......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		221,674
    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) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018....  
    Form 990-PF (2018)
    Form 990-PF (2018)
    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 2018, 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) 2018 (b) 2017 (c) 2016 (d) 2015
             
    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 foundation 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).)
    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 e-mail address of the person to whom applications should be addressed:
    CHARLES PHIPPS
    C/O HOWARD W KEY 12001 N CENTRAL
    EXPRESSWAY 1130
    DALLAS,TX75243
    (214) 369-0600
    bThe form in which applications should be submitted and information and materials they should include:
    LETTER
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NONE
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    CARITAS OF AUSTIN
    PO BOX 1947
    AUSTIN,TX78767     		NONE PC GENERAL SUPPORT 15,000
    CENTER FOR NON PROFIT MANAGEMENT
    2902 FLOYD STREET
    DALLAS,TX75204     		NONE PC GENERAL SUPPORT 30,000
    CENTRAL TEXAS FOOD BANK
    6500 METROPOLIS DRIVE
    AUSTIN,TX78744     		NONE PC PUBLIC SUPPORT 15,000
    DOWN SYNDROME GUILD
    1702 N COLLINS BLVD 170
    RICHARDSON,TX75080     		NONE PC PROGRAM SUPPORT 20,000
    IT'S A SENSORY WORLD
    13617 NEUTRON RD
    FARMERS BRANCH,TX75244     		NONE PC GENERAL SUPPORT 10,000
    MEALS ON WHEELS & MORE
    3227 EAST 5TH STREET
    AUSTIN,TX78702     		NONE PC PROGRAM SUPPORT 20,000
    MISSIONARIES OF CHARITY
    335 EAST 145TH ST
    BRONX,NY10451     		NONE PC GENERAL SUPPORT 10,000
    MOBILE LOAVES AND FISHES
    903 S CAPITAL OF TEXAS HIGHWAY
    AUSTIN,TX78746     		NONE PC GENERAL SUPPORT 15,000
    NOTRE DAME SCHOOL OF DALLAS
    2018 ALLEN STREET
    DALLAS,TX75204     		NONE PC PROGRAM SUPPORT 34,000
    RAYS OF LIGHT
    9200 INWOOD ROAD
    DALLAS,TX75220     		NONE PC GENERAL SUPPORT 10,000
    ST LOUISE HOUSE
    2026 GUADALUPE STREET
    AUSTIN,TX78705     		NONE PC GENERAL SUPPORT 10,000
    RISE SCHOOL OF DALLAS
    6000 PRESTON RD
    DALLAS,TX75205     		NONE PC GENERAL SUPPORT 10,000
    STEWPOT
    1835 YOUNG ST
    DALLAS,TX75201     		NONE PC GENERAL SUPPORT 10,000
    Total .................................bullet 3a 209,000
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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....     14 116,101  
    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 ............     		    18 233,046  
    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).. 0 349,147 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    349,147
    (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 (2018)
    Form 990-PF (2018)
    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) (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) (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 (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2018 AccountingFeesSchedule
    Name:
    CHARLES H PHIPPS FOUNDATION
    EIN:
    75-2750645
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX PREP FEES 4,700 4,700 0 0

    TY 2018 AllOthProgRltdInvestmentsSch
    Name:
    CHARLES H PHIPPS FOUNDATION
    EIN:
    75-2750645
    Category Amount
    NONE 0

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    CHARLES H PHIPPS FOUNDATION
    EIN:
    75-2750645
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ABBVIE INC 56,684 56,684
    ALCON INC 5,820 5,820
    ALPHABET INC CL A 95,917 95,917
    ALPHABET INC CL C 95,078 95,078
    AMERICAN TOWER CORP COM REIT 97,650 97,650
    AMGEN INC 71,728 71,728
    APPLE INC COM 110,369 110,369
    ARTISAN INTL S/M-INST #2467 137,716 137,716
    BLACKROCK INC 84,917 84,917
    BOEING CO 113,307 113,307
    CHEVRON CORP 84,042 84,042
    COCA-COLA CO/THE 49,060 49,060
    COMCAST CORP-CL A 60,942 60,942
    DODGE & COX INTL STK #1048 67,514 67,514
    EXXON MOBIL CORP 56,196 56,196
    FINANCIAL SELECT SECTOR SPDR FD 42,030 42,030
    GENERAL DYNAMICS CORP 53,616 53,616
    GILEAD SCIENCES INC 52,032 52,032
    INTL BUSINESS MACHINES CORP 42,081 42,081
    ISHARES MSCI EMERGING MARKETS ETF 43,930 43,930
    ISHARES RUSSELL 2000 ETF 79,145 79,145
    JPMORGAN CHASE & CO 92,840 92,840
    MASSMUTUAL SELECT M/C GROWTH EQUITY II-I #1788 31,115 31,115
    MCDONALD'S CORP 79,028 79,028
    MICROCHIP TECHNOLOGY INC 79,912 79,912
    MICROSOFT CORP 117,540 117,540
    NIKE INC -CL B 96,613 96,613
    NORFOLK SOUTHERN CORP 102,010 102,010
    NOVARTIS AG-ADR 41,115 41,115
    OAKMARK INTERNATIONAL-INST #2886 34,947 34,947
    OPPHENHEIMER DEVELOPING MARKETS-I #0799 51,457 51,457
    PEPSICO INC 76,830 76,830
    PFIZER INC 81,220 81,220
    PROCTER & GAMBLE CO 53,240 53,240
    SALESFORCE.COM INC 82,675 82,675
    STARBUCKS CORP 69,912 69,912
    TECHNOLOGY SELECT SECT SPDR FD 55,097 55,097
    THE TRAVELERS COMPANIES INC 86,250 86,250
    THE WALT DISNEY CO. 68,485 68,485
    VANGUARD M/C INDX-INST #0864 289,718 289,718
    VANGUARD S/C INDX-INST #0857 35,581 35,581
    VERIZON COMMUNICATIONS INC 57,190 57,190
    JOHN HANCOCK DISC VAL M/C-R6 #6006 24,112 24,112
    T ROWE PRICE OVERSEAS STOCK-I #0521 140,497 140,497

    TY 2018 InvestmentsOtherSchedule2
    Name:
    CHARLES H PHIPPS FOUNDATION
    EIN:
    75-2750645
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    CALAMOS MKT NEUTRAL INC-I #0629 FMV 77,008 77,008
    DIAMOND HILL LONG/SHORT-I #0011 FMV 33,019 33,019
    DODGE & COX INC #0147 FMV 119,367 119,367
    FIDELITY FLT RT HI INC-RET #0814 FMV 80,381 80,381
    FIRST EAGLE GLBL-I #0901 FMV 23,577 23,577
    LITMAN GREGORY MASTERS ALT-INST 0421 FMV 49,701 49,701
    MET WEST TOT RET BD-I #0512 FMV 118,829 118,829
    NATIXIS GATEWAY-Y #1986 FMV 81,135 81,135
    PIMCO INCOME-INST #1821 FMV 84,527 84,527
    TEMPLETON GLBL BD-ADV #0616 FMV 100,426 100,426
    VANGUARD INFL PROT SECS-ADM #5119 FMV 74,010 74,010
    VANGUARD REIT INDX-ADM #5123 FMV 25,830 25,830
    BLACKROCK SHORT OBLIG-K #1845 FMV 100,100 100,100
    FEDERATED HI YLD BD-R6 #0221 FMV 83,829 83,829
    WESTERN ASSET TOT RTN UNCNS-IS #2273 FMV 87,444 87,444
    HANCOCK HORIZON QUANT L/S-INST #1015 FMV 45,734 45,734

    TY 2018 OtherDecreasesSchedule
    Name:
    CHARLES H PHIPPS FOUNDATION
    EIN:
    75-2750645
    Description Amount
    OTHER ADJUSTMENTS 39,179


    TY 2018 OtherIncreasesSchedule
    Name:
    CHARLES H PHIPPS FOUNDATION
    EIN:
    75-2750645
    Description Amount
    UNREALIZED GAIN 143,526


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    CHARLES H PHIPPS FOUNDATION
    EIN:
    75-2750645
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CUSTODIAN/MGMT FEES 25,526 25,526 0 0


    TY 2018 TaxesSchedule
    Name:
    CHARLES H PHIPPS FOUNDATION
    EIN:
    75-2750645
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES WITHHELD 1,650 1,650 0 0