TY 2023 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
right arrow

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

For calendar year 2023, or tax year beginning 01-01-2023 , and ending 12-31-2023

Name of foundation
JOHN S PHIPPS FAMILY FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)BTCO 100 WOODBRIDGE CENTER DR
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
WOODBRIDGE, NJ07095

A Employer identification number

13-6861582

B Telephone number (see instructions)

(516) 508-9623

C If exemption application is pending, check here right arrow

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. right arrow

2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... right arrow

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... right arrow

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) right arrow

$20,054,557J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	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	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	354,728		354,728
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		226,385
b	Gross sales price for all assets on line 6a 4,787,896
7	Capital gain net income (from Part IV, line 2)...			225,300
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).......	List of Attached Documents: // Content	64,221	58,995
12	Total. Add lines 1 through 11........	645,334		639,023
13	Compensation of officers, directors, trustees, etc.	6,192		4,128	2,064
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	3,300	0	3,300
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	1,397	925	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	64,806	64,056	750
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	75,695		69,109	6,114
25	Contributions, gifts, grants paid.......	1,100,000			1,100,000
26	Total expenses and disbursements. Add lines 24 and 25	1,175,695		69,109	1,106,114
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-530,361
b	Net investment income (if negative, enter -0-)			569,914
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2023)

Form 990-PF (2023)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............
	2	Savings and temporary cash investments.........	182,642	263,304	263,304
	3	Accounts receivable 5,256
		Less: allowance for doubtful accounts	835	5,256	5,256
	4	Pledges receivable
		Less: allowance for doubtful accounts
	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)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	2,010,074	List of Attached Documents: // Content 1,838,858	1,857,112
	b	Investments—corporate stock (attach schedule).......	8,346,626	List of Attached Documents: // Content 8,366,880	12,499,663
	c	Investments—corporate bonds (attach schedule).......	1,266,200	List of Attached Documents: // Content 1,076,566	1,068,464
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	4,520,424	List of Attached Documents: // Content 4,238,584	4,360,758
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	16,326,801	15,789,448	20,054,557
	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 )
	23	Total liabilities (add lines 17 through 22).........	0	0
		Foundations that follow FASB ASC 958, check here
		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
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........	16,326,801	15,789,448
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	0	0
	29	Total net assets or fund balances (see instructions).....	16,326,801	15,789,448
	30	Total liabilities and net assets/fund balances (see instructions).	16,326,801	15,789,448

Part III

Analysis of Changes in Net Assets or Fund Balances

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) ...............

16,326,801

Enter amount from Part I, line 27a .....................

-530,361

Other increases not included in line 2 (itemize) right arrow

Add lines 1, 2, and 3 ..........................

15,796,440

Decreases not included in line 2 (itemize) right arrow

List of Attached Documents:

// Content

6,992

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

15,789,448

Form 990-PF (2023)

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
1 a	PUBLICLY TRADED SECURITIES	P
b	PASSTHROUGH ENTITY	P
c	CTF HEDGCE FUND	P
d	CAPITAL GAINS DIVIDENDS	P
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	4,354,286	4,231,217	123,069
b	79,805	1,085	78,720
c	353,728	330,294	23,434
d	77		77
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			123,069
b			78,720
c			23,434
d			77
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	225,300
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 ...................		3

Part V

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 and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)	1	7,922
b	All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) 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	7,922
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	7,922
6	Credits/Payments:

a	2023 estimated tax payments and 2022 overpayment credited to 2023	6a	18,207
b	Exempt foreign organizations—tax withheld at source......	6b	0
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	18,207
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.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	10,285
11	Enter the amount of line 10 to be: Credited to 2024 estimated tax10,285	Refunded	11	0

Form 990-PF (2023)

Page 4

Part VI-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions

for the definition.................................

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.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. right arrow

$ 0(2) On foundation managers. right arrow

$ 0

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. right arrow

$ 0

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

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....

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

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

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? ................

Yes

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 XIV..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

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 .

Yes

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 2023 or the taxable year beginning in 2023? See the instructions for Part XIII.

If "Yes," complete Part XIII .............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

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

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

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address right arrow

N/A

The books are in care of right arrow

BESSEMER TRUST COMPANY Telephone no. right arrow

(516) 508-9623

Located at right arrow

100 WOODBRIDGE CENTER DRIVEWOODBRIDGENJ ZIP+4 right arrow

07095

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here ......... right arrow

and enter the amount of tax-exempt interest received or accrued during the year ........ right arrow

16 At any time during calendar year 2023, 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 right arrow

Form 990-PF (2023)

Page 5

Part VI-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

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? ...........

1a(1)

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? ..............................

1a(2)

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........

1a(3)

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............

1a(4)

Yes

(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)? ......................

1a(5)

(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.) ...............

1a(6)

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 ..........

Organizations relying on a current notice regarding disaster assistance check here ........ right arrow

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 2023? .............

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)):

At the end of tax year 2023, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2023?....................

If "Yes," list the years right arrow

20, 20, 20, 20

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.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year? ..............................

If "Yes," did it have excess business holdings in 2023 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 2023.) .....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

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 2023? ..

Form 990-PF (2023)

Page 6

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

During the year did the foundation pay or incur any amount to:

Yes

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........

5a(1)

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive? ....................

5a(2)

(3) Provide a grant to an individual for travel, study, or other similar purposes? .............

5a(3)

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? See instructions ........................

5a(4)

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals? .............

5a(5)

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 ........

Organizations relying on a current notice regarding disaster assistance check ......... right arrow

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).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract? .............................

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

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?

If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....

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 VII

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-)
MICHAEL DOUGLAS	TRUSTEE 2.00	0
C/O BESSEMER TRUST 100 WOODBRIDGE CENTER DRIVE WOODBRIDGE,NJ07095	TRUSTEE 2.00	0
STUART S JANNEY III	TRUSTEE 2.00	0
C/O BESSEMER TRUST 100 WOODBRIDGE CENTER DRIVE WOODBRIDGE,NJ07095	TRUSTEE 2.00	0
BESSEMER TRUST COMPANY	CORPORATE TRUSTEE 2.00	6,192
100 WOODBRIDGE CENTER DRIVE WOODBRIDGE,NJ07095	CORPORATE TRUSTEE 2.00	6,192

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...................				0

Form 990-PF (2023)

Page 7

Part VII

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............. right arrow

Part VIII-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 VIII-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......................... right arrow

Form 990-PF (2023)

Page 8

Part IX

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

19,003,811

Average of monthly cash balances.......................

244,359

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

19,248,170

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

19,248,170

Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see

instructions) .............................

288,723

Net value of noncharitable-use assets. Subtract line 4 from line 3. ............

18,959,447

Minimum investment return. Enter 5% (0.05) of line 5................

947,972

Part X

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.)

Minimum investment return from Part IX, line 6..................

947,972

Tax on investment income for 2022 from Part V, line 5.......

7,922

Income tax for 2022. (This does not include the tax from Part V.) ...

Add lines 2a and 2b............................

7,922

Distributable amount before adjustments. Subtract line 2c from line 1............

940,050

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

940,050

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...

940,050

Part XI

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

1,106,114

Program-related investments—total from Part VIII-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......

1,106,114

Form 990-PF (2023)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2022	(c) 2022	(d) 2023
1 Distributable amount for 2023 from Part X, line 7					940,050
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only.......				0
b Total for prior years:20 , 20, 20			0
3 Excess distributions carryover, if any, to 2022:
a From 2018......	140,318
b From 2019......	144,163
c From 2020......	221,484
d From 2021......	113,851
e From 2022......	236,924
f Total of lines 3a through e ........		856,740
4Qualifying distributions for 2023 from Part
XI, line 4: $ 1,106,114
a Applied to 2022, but not more than line 2a				0
b Applied to undistributed income of prior years (Election required—see instructions).....			0
c Treated as distributions out of corpus (Election required—see instructions)........		List of Attached Documents: // Content 0
d Applied to 2023 distributable amount.....					940,050
e Remaining amount distributed out of corpus		166,064
5 Excess distributions carryover applied to 2023.		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		1,022,804
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 2022. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2023. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2024 ..........					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) .......		0
8 Excess distributions carryover from 2018 not applied on line 5 or line 7 (see instructions) ...		140,318
9 Excess distributions carryover to 2024. Subtract lines 7 and 8 from line 6a ......		882,486
10 Analysis of line 9:
a Excess from 2019....	144,163
b Excess from 2020....	221,484
c Excess from 2021....	113,851
d Excess from 2022....	236,924
e Excess from 2023....	166,064

Form 990-PF (2023)

Page 10

Part XIII

Private Operating Foundations (see instructions and Part VI-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 2023, enter the date of the ruling ...... right arrow

b Check box to indicate whether the organization is a private operating foundation described in section 4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part IX for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2023	(b) 2022	(c) 2021	(d) 2020	(e) Total

b 85% (0.85) of line 2a .........
c Qualifying distributions from Part XI, 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 IX, 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 XIV

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 right arrow

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

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 (2023)

Page 11

Part XIV

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
OLD WESTBURY GARDENS INC P O BOX 430 OLD WESTBURY,NY11568	N/A	PUBLIC CHARITY	GENERAL PURPOSE	1,100,000
Total ................................. 3a				1,100,000

bApproved for future payment

Total ................................. 3b				0

Form 990-PF (2023)

Page 12

Part XV-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	(e) Related or exempt function income (See instructions.)
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	354,728
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 .....			41	64,221
8 Gain or (loss) from sales of assets other than inventory ............			18	226,385
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		645,334	0

13Total. Add line 12, columns (b), (d), and (e)..................

645,334

(See worksheet in line 13 instructions to verify calculations.)

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XV-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 (2023)

Page 13

Part XVI

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

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

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

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

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? ...........Yes No

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.
				May the IRS discuss this return with the preparer shown below? See instructions. Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2023)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2023 AccountingFeesSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FINANCIAL SERVICES FEE	3,300	0		3,300

- TIN:

TY 2023 DistributionFromCorpusElection

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Election:

JOHN S PHIPPS FAMILY FOUNDATIONFORM 990-PF EIN 13-6861582SUPPLEMENTAL SCHEDULE OF INFORMATIONPART XIII, UNDISTRIBUTED INCOME, LINE 4CELECTION UNDER IRC REG. SEC. 53-4942(A)-3(D)(2)PURSUANT TO IRC SECTION 4942(H)(2) AND REGULATION 53.4942(A)-3(D)(2), JOHN S PHIPPS FAMILY FOUNDATION HEREBY ELECTS TO TREAT CURRENT YEAR'S QUALIFYING DISTRIBUTIONS IN EXCESS OF THE IMMEDIATELY PRECEDING YEAR'S UNDISTRIBUTED INCOME AS BEING MADE OUT OF CORPUS. (SIGNATURE): ___________________________________(NAME): ___________________________________ (TITLE): ______________________________

- TIN:

TY 2023 InvestmentsCorpBondsSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Name of Bond	End of Year Book Value	End of Year Fair Market Value
24000.00 JPMORGAN CHASE & CO	24,022	23,315
35000.00 GOLDMAN SACHS GROUP INC	35,000	34,973
35000.00 PUBLIC STORAGE	35,061	31,241
30000.00 TARGET CORP	29,947	30,309
35000.00 AIR LEASE CORP	34,678	35,918
14000.00 TOYOTA MOTOR CREDIT CORP	14,175	14,222
29000.00 SOUTHWEST AIRLINES CO	28,866	29,133
35000.00 BP CAP MARKETS AMERICA	34,892	35,320
45000.00 PAYPAL HOLDINGS INC	38,558	41,214
30000.00 PUBLIC SERVICE ENTERPRIS	30,027	31,483
31000.00 BANK OF AMERICA CORP	31,062	30,648
30000.00 TRUIST FINANCIAL CORP	30,042	30,538
40000.00 ABBVIE INC	41,342	39,294
45000.00 VALERO ENERGY CORP	45,020	44,540
40000.00 CITIGROUP INC	43,250	38,134
20000.00 TOYOTA MOTOR CREDIT CORP	19,982	19,693
30000.00 STARBUCKS CORP	30,012	30,128
29000.00 JOHN DEERE CAPITAL CORP	29,293	29,722
18000.00 HP ENTERPRISE CO	19,099	17,937
30000.00 PNC FINANCIAL SERVICES	29,393	29,807
15000.00 AMAZON.COM INC	14,997	13,505
35000.00 SOUTHERN CAL EDISON	34,945	34,052
24000.00 JPMORGAN CHASE & CO	24,158	21,277
30000.00 WILLIAMS COMPANIES INC	27,819	28,918
35000.00 WARNERMEDIA HOLDINGS INC	30,479	32,020
35000.00 CHARLES SCHWAB CORP	34,898	32,583
30000.00 DTE ENERGY CO	30,000	29,617
35000.00 BANK OF NY MELLON CORP	35,000	33,383
40000.00 COMCAST CORP	39,562	40,208
30000.00 L3HARRIS TECH INC	29,755	30,631
28000.00 ENERGY TRANSFER LP	27,968	29,478
30000.00 MORGAN STANLEY	29,022	29,167
35000.00 BHP BILLITON FIN USA LTD	34,812	35,971
25000.00 PFIZER INVESTMENT ENTER	25,074	25,004
37000.00 SUMITOMO MITSUI FINL GRP	34,356	35,081

- TIN:

TY 2023 InvestmentsCorpStockSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Name of Stock	End of Year Book Value	End of Year Fair Market Value
140.00 LIVE NATION ENTERTMNT INC	10,703	13,104
850.00 ALPHABET INC CLASS C	27,294	119,790
215.00 META PLATFORMS INC	41,676	76,101
325.00 TAKE-2 INTERACTIVE	41,518	52,308
850.00 AMAZON.COM INC	43,310	129,149
11.00 AUTOZONE INC	28,247	28,441
167.00 EXPEDIA GROUP INC	23,028	25,348
270.00 BATH & BODY WORKS INC	12,140	11,653
165.00 LOWES COS INC	35,163	36,720
35.00 POOL CORP	12,690	13,954
340.00 DOLLARAMA INC	9,662	24,577
40.00 ULTA BEAUTY INC	16,938	19,599
41.00 LVMH MOET HENNESSY VUITTON	19,807	33,235
245.00 HILTON WORLDWIDE HOLDINGS	18,679	44,612
22.00 MERCADOLIBRE INC	26,740	34,573
305.00 WALMART INC	44,896	48,083
519.00 US FOODS HOLDING CORP	13,134	23,567
338.00 BJ'S WHOLESALE CLUB HOLDIN	20,998	22,531
56.00 COSTCO WHSL CORP NEW	27,372	36,964
1165.00 ALIMENTATION COUCHE-TARD I	57,935	68,815
83050.22 OW CREDIT INCOME FUND	830,176	673,537
1160.00 SCHLUMBERGER LTD	62,193	60,366
115.00 PIONEER NATURAL RESOURCES	19,944	25,861
379.00 CONOCOPHILLIPS	15,617	43,990
471.00 CHAMPIONX CORP	14,298	13,757
235.00 BLACKSTONE INC	11,088	30,766
1980.00 BANK OF AMERICA CORP	55,880	66,666
590.00 BROOKFIELD CORPORATION	23,518	23,670
500.00 VISA INC	43,892	130,175
415.00 JPMORGAN CHASE & CO	62,893	70,591
263.00 NASDAQ INC.	5,965	15,290
80.00 WEX INC	13,075	15,564
220.00 TRADEWEB MARKETS INC	14,959	19,993
210.00 RYAN SPECIALTY HOLDNGS INC	8,881	9,034
510.00 INTERCONTINENTAL EXCHG INC	53,206	65,499
101.00 AON PLC	26,194	29,393
113.00 S&P GLOBAL INC.	33,232	49,778
177.00 UNITEDHEALTH GROUP INC	49,856	93,185
325.00 CENCORA INC	53,840	66,748
300.00 HEALTH CARE SELECT SPDR	40,927	40,914
225.00 IQVIA HOLDINGS INC	33,670	52,060
110.00 STERIS PLC	11,268	24,183
94.00 THERMO FISHER SCIENTIFIC	15,245	49,894
41.00 TELEFLEX INC	10,493	10,222
838.00 AVANTOR INC	21,908	19,131
59.00 COOPER COS INC	12,306	22,327
202.00 DANAHER CORP	22,636	46,730
45.00 MEDPACE HOLDINGS	12,199	13,793
127.00 SMITH A O CORP	5,366	10,469
114.00 CLEAN HARBORS INC	15,153	19,894
88.00 NORTHROP GRUMMAN CORP	33,639	41,196
1160.00 COPART INC	32,111	56,840
150.00 EATON CORP PLC	21,270	36,123
75.00 CARLISLE COS	14,857	23,432
560.00 CANADIAN PACIFIC KANSAS CI	42,527	44,443
31.00 SAIA INC COM	6,484	13,584
137.00 BOOZ ALLEN HAMILTON HLDGS	13,772	17,523
440.00 ASHTEAD GROUP	28,822	30,605
592.00 WILLSCOT MOBILE MINI HOLDI	27,806	26,344
1045.00 HOWMET AEROSPACE INC	37,393	56,555
64.00 LINCOLN ELEC HLDG	8,325	13,917
840.00 TRANSUNION	57,493	57,716
106.00 EQUIFAX INC	15,501	26,212
600.00 ORACLE CORP	49,579	63,258
166.00 NVIDIA CORP	43,115	82,206
110.00 GARTNER INC CL A	40,674	49,622
131.00 KEYSIGHT TECHNOLOGIES INC	20,346	20,840
92.00 CDW CORP/DE	9,540	20,913
63.00 MANHATTAN ASSOCIATES INC	11,161	13,565
619.00 MICROSOFT CORP	39,338	232,768
29.00 ASM INTERNATIONAL NV	10,038	15,059
965.00 APPLE INC	20,155	185,791
65.00 ASML HOLDING	29,558	48,962
114.00 NICE LTD ADR	17,344	22,744
675.00 MARVELL TECHNOLOGY INC	31,044	40,709
44.00 SERVICENOW INC	7,514	31,085
200.00 MOTOROLA SOLUTIONS INC	51,383	62,618
6.00 CONSTELLATION SOFTWARE	14,966	14,921
340676.01 OW LARGE CAP STRATEGIES FD	3,420,536	5,914,135
145.00 SHERWIN-WILLIAMS CO	34,133	45,225
220.00 CRH PLC	15,183	15,215
150.00 VULCAN MATERIALS	26,120	34,051
450.00 PROLOGIS INC	60,638	59,985
150018.06 OW SMALL & MIDCAP STRAT FD	1,838,088	2,314,778
540.00 NEXTERA ENERGY INC	41,249	32,799
520.00 AMEREN CORP	35,563	37,616
820.00 ISHARES CHINA LRGE-CAP ETF	27,807	19,704

- TIN:

TY 2023 InvestmentsGovtObligationsSch

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

US Government Securities - End of Year Book Value:

1,838,858

US Government Securities - End of Year Fair Market Value:

1,857,112

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2023 InvestmentsOtherSchedule2

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
1900000.00 LOAN TO OLD WESTBURY	AT COST	1,800,000	1,800,000
147339.3370 BTC CTF HEDGE FUND OF FDS	AT COST	2,438,584	2,560,758

- TIN:

TY 2023 OtherDecreasesSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Description	Amount
TRUNCATION/ROC/TIMING DIFFERENCES	156
SUSPENDED PALS	6,836

- TIN:

TY 2023 OtherExpensesSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
NY STATE CHARITABLE FILING FEE	750	0		750
PASSTHROUGH ENTITIES	64,056	64,056		0

- TIN:

TY 2023 OtherIncomeSchedule2

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
EXCISE TAX REFUND	12,611	0	12,611
PASSTHROUGH ENTITIES	58,995	58,995	58,995
	0	0	0
PASSTHROUGH ENTITIES/UBTI	-7,385	0	-7,385

- TIN:

TY 2023 TaxesSchedule

Name:

JOHN S PHIPPS FAMILY FOUNDATION

EIN:

13-6861582

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAXES	925	925		0
FOREIGN TAX WITHHELD IN EXCESS OF TREATY AMOUNT	472	0		0