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.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2020
Open to Public Inspection
For calendar year 2020, or tax year beginning 01-01-2020 , and ending 12-31-2020
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. 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$15,590,629J 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) 5,167,400
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 504,497 504,497  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 23,869
b Gross sales price for all assets on line 6a 980,481
7 Capital gain net income (from Part IV, line 2)... 23,869
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........ 5,695,766 528,366  
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).........        
b Accounting fees (attach schedule)....... Click to see attachment 7,755      
c Other professional fees (attach schedule).... Click to see attachment 501 501    
17 Interest............... 580 580    
18 Taxes (attach schedule) (see instructions)... Click to see attachment 10,836 6,733    
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.......... 19,672 7,814   0
25 Contributions, gifts, grants paid....... 2,820,500 2,820,500
26 Total expenses and disbursements. Add lines 24 and 25 2,840,172 7,814   2,820,500
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 2,855,594
b Net investment income (if negative, enter -0-) 520,552
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2020)
Form 990-PF (2020)
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......... 2,732,606 1,370,996 1,370,996
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)....... 3,585,054 Click to see attachment7,551,387 10,619,856
c Investments—corporate bonds (attach schedule)....... 436,830 Click to see attachment436,830 456,101
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 3,956,963 Click to see attachment3,008,824 3,138,019
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment9,760 Click to see attachment5,657 Click to see attachment5,657
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 10,721,213 12,373,694 15,590,629
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 Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds 10,721,213 12,373,694
29 Total net assets or fund balances (see instructions)..... 10,721,213 12,373,694
30 Total liabilities and net assets/fund balances (see instructions). 10,721,213 12,373,694
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 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
10,721,213
2
Enter amount from Part I, line 27a .....................
2
2,855,594
3
Other increases not included in line 2 (itemize) bullet
3
 
4
Add lines 1, 2, and 3 ..........................
4
13,576,807
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
1,203,113
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
12,373,694
Form 990-PF (2020)
Form 990-PF (2020)
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 10,000 SHS BANK OF AMER CORP 6.5% PREFERRED CLBL P 2015-03-13 2020-01-27
b 10,000 SHS JPMORGAN CHASE & CO 6.125% PREFERRED P 2015-02-06 2020-03-02
c 10,000 SHS SOUTHERN COMPANY 6.25% P 2015-10-01 2020-10-20
d 0.394 SHS VIATRIS INC P 2010-07-20 2020-11-17
e 8,000 SHS WELLS FARGO & CO 6.00% PREFERRED P 2015-09-08 2020-12-15
Capital Gain Dividends      
(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 250,000   256,005 -6,005
b 250,000   250,605 -605
c 250,000   250,000  
d 6   2 4
e 200,000   200,000  
      30,475
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       -6,005
b       -605
c        
d       4
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 23,869
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
SECTION 4940(e) REPEALED ON DECEMBER 20, 2019 - DO NOT COMPLETE
1 Reserved
(a)
Reserved 		(b)
Reserved 		(c)
Reserved 		(d)
Reserved
2
Reserved...........................
2
3
Reserved...........................
3
4
Reserved...........................
4
5
Reserved...........................
5
6
Reserved...........................
6
7
Reserved...........................
7
8
Reserved,..........................
8
Form 990-PF (2020)
Form 990-PF (2020)
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 for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b Reserved................................ 1 7,236
c All other domestic foundations enter 1.39% 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 7,236
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 7,236
6 Credits/Payments:
a 2020 estimated tax payments and 2019 overpayment credited to 2020 6a 5,657
b Exempt foreign organizations—tax withheld at source...... 6b  
c Tax paid with application for extension of time to file (Form 8868)... 6c 10,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 15,657
8 Enter any penalty for underpayment of estimated tax. Check here 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 8,421
11 Enter the amount of line 10 to be: Credited to 2021 estimated taxBullet8,421 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 the instructions
for the 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 2020 or the taxable year beginning in 2020? 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 (2020)
    Form 990-PF (2020)
    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 —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 2020, 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
     
    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 2020?.............
    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 2020, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2020?.............
    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 2020 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 2020.)..................
    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 2020?
    4b
     
    No
    Form 990-PF (2020)
    Form 990-PF (2020)
    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
    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  
    Form 990-PF (2020)
    Form 990-PF (2020)
    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.............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 (2020)
    Form 990-PF (2020)
    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
    13,029,908
    b
    Average of monthly cash balances.......................
    1b
    1,882,243
    c
    Fair market value of all other assets (see instructions)................
    1c
    7,196
    d
    Total (add lines 1a, b, and c).........................
    1d
    14,919,347
    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
    14,919,347
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    223,790
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    14,695,557
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    734,778
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    734,778
    2a
    Tax on investment income for 2020 from Part VI, line 5......
    2a
    7,236
    b
    Income tax for 2020. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    7,236
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    727,542
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    727,542
    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
    727,542
    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
    2,820,500
    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
    2,820,500
    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
    2,820,500
    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 (2020)
    Form 990-PF (2020)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2019     		(c)
    2019     		(d)
    2020
    1 Distributable amount for 2020 from Part XI, line 7 727,542
    2 Undistributed income, if any, as of the end of 2020:
    a Enter amount for 2019 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2020:
    a From 2015...... 1,182,386
    b From 2016...... 2,074,241
    c From 2017...... 1,308,555
    d From 2018...... 1,309,391
    e From 2019...... 1,948,958
    fTotal of lines 3a through e........ 7,823,531
    4Qualifying distributions for 2020 from Part
    XII, line 4: bullet$ 2,820,500
    a Applied to 2019, 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 2020 distributable amount..... 727,542
    e Remaining amount distributed out of corpus 2,092,958
    5 Excess distributions carryover applied to 2020.    
    (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 9,916,489
    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 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2020. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2021 ..........     		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) .......     		 
    8 Excess distributions carryover from 2015 not
    applied on line 5 or line 7 (see instructions) ...     		1,182,386
    9Excess distributions carryover to 2021.
    Subtract lines 7 and 8 from line 6a ......     		8,734,103
    10 Analysis of line 9:
    a Excess from 2016.... 2,074,241
    b Excess from 2017.... 1,308,555
    c Excess from 2018.... 1,309,391
    d Excess from 2019.... 1,948,958
    e Excess from 2020.... 2,092,958
    Form 990-PF (2020)
    Form 990-PF (2020)
    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 2020, 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) 2020 (b) 2019 (c) 2018 (d) 2017
             
    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).)
    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 (2020)
    Form 990-PF (2020)
    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 50,000
    ST CECILIA CATHOLIC CHURCH
    11720 JOAN OF ARC
    HOUSTON,TX77024     		NONE PC FUND PROGRAMS 108,000
    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
    TEXAS CHILDREN'S HOSPITAL
    PO BOX 300630
    HOUSTON,TX77230     		NONE PC FUND PROGRAMS 105,000
    THE JUNIOR LEAGUE OF HOUSTON INC
    1811 BRIAR OAKS LANE
    HOUSTON,TX77027     		NONE PC FUND PROGRAMS 5,000
    ST JUDE CHILDREN'S HOSPITAL
    262 DANNY THOMAS PLACE
    MEMPHIS,TN38105     		NONE PC FUND PROGRAMS 100,000
    CASA DE ESPERANZA
    PO BOX 66581
    HOUSTON,TX77266     		NONE PC FUND PROGRAMS 20,500
    ALZHEIMER'S ASSOCIATION
    6055 S LOOP E
    HOUSTON,TX77087     		NONE PC FUND PROGRAMS 5,000
    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 1,000
    MARCH OF DIMES
    3000 WESLAYAN STE 100
    HOUSTON,TX77027     		NONE PC FUND PROGRAMS 95,000
    STAR OF HOPE
    6897 ARDMORE
    HOUSTON,TX77054     		NONE PC FUND PROGRAMS 125,000
    JOHNNY MAC SOLDIERS FUND
    42395 RYAN RD STE 112-242
    ASHBURN,VA20148     		NONE PC FUND PROGRAMS 25,000
    THE BROOKWOOD COMMUNITY
    1752 FM 1489
    BROOKSHIRE,TX77423     		NONE PC FUND PROGRAMS 36,000
    KIDS MEALS
    330 GARDEN OAKS BLVD
    HOUSTON,TX77018     		NONE PC FUND PROGRAMS 175,000
    AMAZING PLACE
    3735 DREXEL DR
    HOUSTON,TX77027     		NONE PC FUND PROGRAMS 10,000
    MEALS ON WHEEL
    3303 MAIN ST
    HOUSTON,TX77002     		NONE PC FUND PROGRAMS 10,000
    MEMORIAL HERMANN FOUNDATION
    929 GESSNER STE 2650
    HOUSTON,TX77024     		NONE PC FUND PROGRAMS 50,000
    AUTISM RESCUE ANGELS
    22106 CLARADON POINTE LANE
    KATY,TX77450     		NONE PC FUND PROGRAMS 20,000
    TELLURIDE ADAPTIVE SPORTS PROGRAM
    PO BOX 2254
    TELLURIDE,CO81435     		NONE PC FUND PROGRAMS 20,000
    ONE GOAL
    1880 S DAIRY ASHFORD DR 107
    HOUSTON,TX77077     		NONE PC FUND PROGRAMS 25,000
    SMALL STEPS NUTURING CENTER
    2902 JENSEN DR
    HOUSTON,TX77026     		NONE PC FUND PROGRAMS 20,000
    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
    COVENANT HOUSE
    1111 LOVETT BLVD
    HOUSTON,TX77006     		NONE PC FUND PROGRAMS 275,000
    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 300,000
    THE MENIL COLLECTION
    1533 SUL ROSS ST
    HOUSTON,TX77006     		NONE PC FUND PROGRAMS 10,000
    THE SALVATION ARMY
    1717 CONGRESS AVE
    HOUSTON,TX77002     		NONE PC FUND PROGRAMS 50,000
    SEARCH
    2505 Fannin
    Houston,TX77002     		NONE PC FUND PROGRAMS 50,000
    SPRING SPIRIT BASEBALL
    5120 WOODWAY SUITE 6002
    HOUSTON,TX77056     		NONE PC FUND PROGRAMS 110,000
    TEACH
    2900 WESLAYAN STE 375
    HOUSTON,TX77227     		NONE PC FUND PROGRAMS 30,000
    CAMP FOR ALL
    10500 NW FREEWAY STE 220
    HOUSTON,TX77092     		NONE PC FUND PROGRAMS 20,000
    CHILD ADVOCATES
    2401 PORTSMOUTH STE 210
    HOUSTON,TX77098     		NONE PC FUND PROGRAMS 10,000
    HOUSTON FOOD BANK
    535 PORTWALL STREET
    HOUSTON,TX77029     		NONE PC FUND PROGRAMS 305,000
    LYNN UNIVERSITY
    3601 N MILITARY TRAIL
    BOCA RATON,FL33431     		NONE PC FUND PROGRAMS 1,000
    MD ANDERSON CANCER CENTER
    6655 TRAVIS ST 650
    HOUSTON,TX77030     		NONE PC FUND PROGRAMS 105,000
    BEARESOURCES FOR CPS KIDS
    2223 WEST LOOP SOUTH
    HOUSTON,TX77027     		NONE PC FUND PROGRAMS 20,000
    CRISTO REY JESUIT
    6700 MOUNT CARMEL ST
    HOUSTON,TX77087     		NONE PC FUND PROGRAMS 50,000
    DRESS FOR SUCCESS
    3310 EASTSIDE STREET
    HOUSTON,TX77098     		NONE PC FUND PROGRAMS 10,000
    EASTER SEALS
    4500 BISSONNET ST
    BELLAIRE,TX77401     		NONE PC FUND PROGRAMS 25,000
    MEMORIAL ASSISTANCE MINISTRIES
    1625 BLALOCK RD
    HOUSTON,TX77080     		NONE PC FUND PROGRAMS 50,000
    GIRL SCOUTS OF SAN JACINTO COUNCIL
    3110 SOUTHWEST FREEWAY
    HOUSTON,TX77098     		NONE PC FUND PROGRAMS 5,000
    HOUSTON BALLET
    601 PRESTON ST
    HOUSTON,TX77002     		NONE PC FUND PROGRAMS 20,000
    SOCIAL MOTION INC
    10694 HADDINGTON STE G
    HOUSTON,TX77043     		NONE PC FUND PROGRAMS 30,000
    SPECIAL OLYMPICS INC
    1133 19TH STREET NW
    WASHINGTON,DC20036     		NONE PC FUND PROGRAMS 5,000
    TEAM RUBICON
    6171 W CENTURY BLVD SUITE 310
    LOS ANGELES,CA90045     		NONE PC FUND PROGRAMS 25,000
    THE ROSE
    12700 N FEATHERWOOD SUITE 260
    HOUSTON,TX77034     		NONE PC FUND PROGRAMS 10,000
    ALL STARS PROJECT INC
    543 WEST 42ND STREET
    NEW YORK,NY10036     		NONE PC FUND PROGRAMS 10,000
    AMERICAN HEART ASSOCIATION
    7272 GREENVILLE AVENUE
    DALLAS,TX75231     		NONE PC FUND PROGRAMS 20,000
    CITY WIDE CLUB OF AMERICA
    PO BOX 8446
    HOUSTON,TX77288     		NONE PC FUND PROGRAMS 10,000
    TEXAS WINE SCHOOL FOUNDATION
    2301 PORTSMOUTH
    HOUSTON,TX77098     		NONE PC FUND PROGRAMS 5,000
    TEXAS WATER MISSION
    111 TORCIDO DRIVE
    SAN ANTONIO,TX78209     		NONE PC FUND PROGRAMS 1,000
    RONALD MCDONALD HOUSE
    26345 NETWORK PLACE
    CHICAGO,IL60673     		NONE PC FUND PROGRAMS 15,000
    THE DAVID AND LUCILE PACKARD FOUNDA
    343 SECOND STREET
    LOS ALTOS,CA94022     		NONE PC FUND PROGRAMS 5,000
    LOVE JUSTICE INTERNATIONAL
    PO 67195
    LINCOLN,NE68506     		NONE PC FUND PROGRAMS 10,000
    LITERACY NOW
    14781 MEMORIAL DRIVE 25
    HOUSTON,TX77079     		NONE PC FUND PROGRAMS 2,500
    HOUSTON LIVESTOCK SHOW AND RODEO
    PO BOX 20070
    HOUSTON,TX77225     		NONE PC FUND PROGRAMS 5,000
    HERMANN PARK CONSERVANCY
    1700 HERMANN DRIVE
    HOUSTON,TX77004     		NONE PC FUND PROGRAMS 50,000
    GREATER HOUSTON COMMUNITY FOUNDATIO
    515 POST OAK BLVD SUITE 1000
    HOUSTON,TX77027     		NONE PC FUND PROGRAMS 20,000
    FOUNDATION FIGHTING BLINDNESS
    PO BOX 45740
    BALTIMORE,MD21297     		NONE PC FUND PROGRAMS 2,500
    CATHOLIC CHARITIES USA
    2050 BALLENGER AVE SUITE 400
    ALEXANDRIA,VA22314     		NONE PC FUND PROGRAMS 25,000
    CAMBIUM INITIATIVE
    3 RIVERWAY SUITE 1000
    HOUSTON,TX77056     		NONE PC FUND PROGRAMS 5,000
    BRIGHTER BITES
    711 LOUISIANA STREET SUITE 2300
    HOUSTON,TX77002     		NONE PC FUND PROGRAMS 25,000
    BOYS AND GIRLS CLUBS OF HUDSON COUN
    225 MORRIS BOULEVARD
    JERSEY CITY,NJ07302     		NONE PC FUND PROGRAMS 1,000
    BOOKS FOR DEVELOPMENT
    1616 S VOSS STE 200
    HOUSTON,TX77057     		NONE PC FUND PROGRAMS 10,000
    ALPHA OMEGA VETERANS SERVICES INC
    1183 MADISON AVE
    MEMPHIS,TN38104     		NONE PC FUND PROGRAMS 25,000
    AH HAA SCHOOL FOR THE ARTS
    PO BOX 1590
    TELLURIDE,CO81435     		NONE PC FUND PROGRAMS 20,000
    Total .................................bullet 3a 2,820,500
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2020)
    Form 990-PF (2020)
    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....     14 504,497  
    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 23,869  
    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)..   528,366  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    528,366
    (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 (2020)
    Form 990-PF (2020)
    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 instructions.
    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 (2020)
    Additional Data


    Software ID: 20011551
    Software Version: 2020v4.0


    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 Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2020
    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 isn't covered by the General Rule and/or the Special Rules doesn't 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 doesn't 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) (2020)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2020) Page 2
    Name of organization
    THE WHALLEY FOUNDATION
          		Employer identification number
    26-2291525
    Part I
    Contributors
    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

    		$ 5,167,400


    (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) (2020)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2020)
    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
    1
    		 1,500 SHS OF APPLE INC. (AAPL) $472,95020,000 SHS MORGAN STANLEY (MS) $1,078,200 20,000 SHS CITIGROU $ 5,167,400 2020-01-28
    (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) (2020)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2020)
    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) (2020)
    Additional Data


    Software ID: 20011551
    Software Version: 2020v4.0

    TY 2020 AccountingFeesSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX PREPARATION FEES 7,755 0 0 0

    TY 2020 InvestmentsCorpBondsSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Name of Bond End of Year Book Value End of Year Fair Market Value
    TEVA PHARMACEUTICAL NE 2.2% 236,830 249,375
    JEFFERIES GRP LLC B/E 5.00% 200,000 206,726

    TY 2020 InvestmentsCorpStockSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Name of Stock End of Year Book Value End of Year Fair Market Value
    BRISTOL MYERS SQUIBB CO 263,951 620,300
    DUKE ENERGY HOLDING CORP NEW 208,882 366,240
    ENERPLUS CORP CAD 56,762 7,825
    SOUTHERN CO 172,111 307,150
    TOTAL S.A. FRANCE SPON ADR 123,307 104,775
    VERIZON COMMUNICATIONS INC 271,349 393,625
    ASTRAZENECA PLC SPON ADR 131,156 249,950
    ROYAL DUTCH SHELL PLC CL A 265,317 175,700
    NISOURCE, INC. 23,453 91,760
    PFIZER, INC. 68,986 184,050
    PINNACLE WEST CAP CORP 193,601 399,750
    ENBRIDGE INC 108,985 157,391
    BANK OF AMERICA 143,874 303,100
    AT&T INC 255,641 215,700
    BHP BILLITON LTD SPON ADR 205,051 287,496
    KINDER MORGAN INC 250,475 83,387
    KRAFT HEINZ CO 197,422 107,446
    LOCKHEED MARTIN CORP 215,738 390,478
    PAYCHEX INC 204,528 400,674
    SOUTH32 LTD SPON ADR 15,840 16,755
    CORTEVA INC 34,889 58,080
    DOW INC 68,133 83,250
    DUPONT DE NEMOURS INC 99,985 106,665
    APPLE INC 253,274 796,140
    CITIGROUP INC. 1,369,167 1,233,200
    JPMORGAN CHASE & CO 6.125% PREFERRED CLB 1,383,018 1,651,910
    MICROSOFT CORP 167,056 444,840
    MORGAN STANLEY 795,650 1,370,600
    VIATRIS INC 3,786 11,619

    TY 2020 InvestmentsOtherSchedule2
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    TALF PARTNERS I, L.P. AT COST 55,507 8,694
    BLACKROCK CAP & INCOME AT COST 259,299 412,519
    BLACKROCK ENHANCED EQUITY DIVIDTRUST AT COST 158,155 186,213
    BLACKROCK RESOURCES & COMMODITIES STRGY AT COST 74,216 58,420
    ENTERPRISE PRODUCTS PARTNER LP AT COST 179,423 144,966
    BANK OF AMER CORP 6.5% PREFERRED CLBL AT COST    
    CUSTOMERS BANCORP INC 7% PREFERRED CLBL AT COST 202,805 198,800
    JPMORGAN CHASE & CO 6.125% PREFERRED CLB AT COST    
    SOUTHERN COMPANY 6.25% JR SB 2015A AT COST 250,000 268,600
    WELLS FARGO & CO 6% PREFERRED CLBL AT COST    
    EATON VANCE TAX ADVANTAGED GLOBAL DV INC AT COST 177,410 182,500
    ENERGY TRANSFER LP AT COST 147,525 66,447
    CAPITAL ONE FINCL CORP 6% AT COST 200,000 211,520
    PUBLIC STORAGE 5.4% PREFERRED CLBL AT COST 250,000 250,700
    THE SOUTHERN COMPANY 5.25% AT COST    
    APOLLO GLOBAL MGMT LLC SER A AT COST 303,379 324,240
    ALLST CORP 5.625% PREFERRED CLBL AT COST 250,000 283,700
    AT&T INC CUML 5.00% PREFERRED CLBL AT COST 251,105 271,400
    W R BERKLEY CORP 5.10% AT COST 250,000 269,300

    TY 2020 OtherAssetsSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    FEDERAL INCOME TAX DEPOSIT 9,760 5,657 5,657


    TY 2020 OtherDecreasesSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Description Amount
    BASIS ADJUSTMENT 3,878


    TY 2020 OtherProfessionalFeesSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT ACCOUNT FEES 501 501 0 0


    TY 2020 TaxesSchedule
    Name:
    THE WHALLEY FOUNDATION
    EIN:
    26-2291525
    Software ID:
    20011551
    Software Version:
    2020v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL INCOME TAXES 4,103      
    FOREIGN TAXES 6,733 6,733