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
The Joe R & Joella F Utley Foundation Inc

% Foundation Source

Number and street (or P.O. box number if mail is not delivered to street address)Foundation Source 501 Silverside Rd
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Wilmington, DE198091377

A Employer identification number

57-0974104

B Telephone number (see instructions)

(800) 839-1754

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

$7,557,714J 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)	0
2	Check .............
3	Interest on savings and temporary cash investments	41,572		41,572
4	Dividends and interest from securities...	137,133		137,133
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		175,335
b	Gross sales price for all assets on line 6a 1,299,411
7	Capital gain net income (from Part IV, line 2)...			175,335
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	9,061	13,325
12	Total. Add lines 1 through 11........	363,101		367,365
13	Compensation of officers, directors, trustees, etc.	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	79,300	79,300
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	4,044	444
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	35,782	6,692	29,090
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	119,126		86,436	29,090
25	Contributions, gifts, grants paid.......	287,461			287,461
26	Total expenses and disbursements. Add lines 24 and 25	406,587		86,436	316,551
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-43,486
b	Net investment income (if negative, enter -0-)			280,929
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.........	1,291,237	1,129,591	1,129,591
	3	Accounts receivable
		Less: allowance for doubtful accounts
	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)
	b	Investments—corporate stock (attach schedule).......	5,186,324	List of Attached Documents: // Content 5,304,642	6,077,378
	c	Investments—corporate bonds (attach schedule).......	209,146	List of Attached Documents: // Content 209,146	176,588
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	198,471	List of Attached Documents: // Content 198,313	148,447
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	List of Attached Documents: // Content 12,300	List of Attached Documents: // Content 12,300	List of Attached Documents: // Content 25,710
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	6,897,478	6,853,992	7,557,714
	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........
	27	Paid-in or capital surplus, or land, bldg., and equipment fund
	28	Retained earnings, accumulated income, endowment, or other funds	6,897,478	6,853,992
	29	Total net assets or fund balances (see instructions).....	6,897,478	6,853,992
	30	Total liabilities and net assets/fund balances (see instructions).	6,897,478	6,853,992

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

6,897,478

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

-43,486

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

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

6,853,992

Decreases not included in line 2 (itemize) right arrow

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

6,853,992

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	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	Publicly-traded Securities
b	Passthrough K1 Capital Gain/(Loss)
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	1,299,411	1,121,123	178,288
b			-2,953
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			178,288
b
c
d
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	175,335
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	3,905
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
3	Add lines 1 and 2...........................	3	3,905
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	3,905
6	Credits/Payments:

a	2023 estimated tax payments and 2022 overpayment credited to 2023	6a	3,202
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	800
d	Backup withholding erroneously withheld ..........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	4,002
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. List of Attached Documents: // Content		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	97
11	Enter the amount of line 10 to be: Credited to 2024 estimated tax97	Refunded	11

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

$ (2) On foundation managers. right arrow

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

on foundation managers. right arrow

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

The books are in care of right arrow

Foundation Source Telephone no. right arrow

(800) 839-1754

Located at right arrow

501 Silverside Road Suite 123WilmingtonDE ZIP+4 right arrow

198091377

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)

(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-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
Sarah Gunn	Sec, Trustee 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Sec, Trustee 1.0	0	0	0
Frank Phillips	VP, Trustee 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	VP, Trustee 1.0	0	0	0
Jennifer Phillips	Trustee, Pres 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Trustee, Pres 1.0	0	0	0
Katie Fowler Phillips	Trustee 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Trustee 1.0	0	0	0
Bruce Schwartz	Trustee, Treas 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Trustee, Treas 1.0	0	0	0

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










Total number of other employees paid over $50,000...................

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
Freehold Wealth Management	Investment MGMT	79,300
910 EAST RUTHERFORD STREET LANDRUM,SC29356	Investment MGMT	79,300

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

6,178,114

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

1,200,387

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

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

7,378,501

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

7,378,501

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

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

110,678

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

7,267,823

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

363,391

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

363,391

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

3,905

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

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

3,905

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

359,486

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

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

359,486

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

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

359,486

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 ..........

316,551

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. .......

316,551

Form 990-PF (2023)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(c) 2022	(d) 2023
1 Distributable amount for 2023 from Part X, line 7				359,486
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only.......			195,799
b Total for prior years:2021, 2020, 2019
3 Excess distributions carryover, if any, to 2022:
a From 2018......
b From 2019......
c From 2020......
d From 2021......
e From 2022......
f Total of lines 3a through e ........
4Qualifying distributions for 2023 from Part
XI, line 4: $ 316,551
a Applied to 2022, but not more than line 2a			195,799
b Applied to undistributed income of prior years (Election required—see instructions).....
c Treated as distributions out of corpus (Election required—see instructions)........
d Applied to 2023 distributable amount.....				120,752
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2023.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		0
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........
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 2022. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2023. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2024 ..........				238,734
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 2018 not applied on line 5 or line 7 (see instructions) ...
9 Excess distributions carryover to 2024. Subtract lines 7 and 8 from line 6a ......		0
10 Analysis of line 9:
a Excess from 2019....
b Excess from 2020....
c Excess from 2021....
d Excess from 2022....
e Excess from 2023....	0

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).)

NONE

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
BROOKE USA INC 2333 ALEXANDRIA DR LEXINGTON,KY40504	N/A	PC	Divertimentos & Dressage	10,000
CHILD RESCUE COALITION INC 4530 CONFERENCE WAY S BOCA RATON,FL33431	N/A	PC	Protect a Child	5,000
CHILDRENS THEATER FESTIVAL INC PO BOX 422 TRYON,NC28782	N/A	PC	General & Unrestricted	5,000
CONVERSE UNIVERSITY 580 EAST MAIN ST 205 CARNEGIE B SPARTANBURG,SC29302	N/A	PC	Carlos Moseley Chamber Music Series	2,500
FOOTHILLS COMMUNITY CHAPEL 2720 LANDRUM RD COLUMBUS,NC28722	N/A	PC	General & Unrestricted	25,000
GARY SINISE FOUNDATION PO BOX 680819 FRANKLIN,TN37068	N/A	PC	General & Unrestricted	5,000
Landrum High 18818 ASHEVILLE HWY Campobello,SC29322	N/A	GOV	General & Unrestricted	10,000
Landrum High 18818 ASHEVILLE HWY Campobello,SC29322	N/A	GOV	Charitable Event	5,000
Landrum High 18818 ASHEVILLE HWY Campobello,SC29322	N/A	GOV	To purchase a New timing system for the cross country and Track team and coaching staff discretionary fund	10,000
MONDAYS HOPE 1612 PRINCE RD COLUMBUS,NC28722	N/A	PC	General & Unrestricted	50,000
MONDAYS HOPE 1612 PRINCE RD COLUMBUS,NC28722	N/A	PC	Uganda mission	25,000
NATIONAL MUSIC MUSEUM 414 E CLARK ST VERMILLION,SD57069	N/A	PC	THE JOE & JOELLA UTLEY CURATOR OF BRASS INSTRUMENTS STAFF POSITION FUND	26,132
NATIONAL MUSIC MUSEUM 414 E CLARK ST VERMILLION,SD57069	N/A	PC	for the 4th Quarter salary and Volume 5 Book expenses related to the Joe & Joella Utley Curator of Brass Instruments staff position	60,197
NATIONAL MUSIC MUSEUM 414 E CLARK ST VERMILLION,SD57069	N/A	PC	General & Unrestricted	26,132
OPERATION HOPE PO BOX 736 LANDRUM,SC29356	N/A	PC	General & Unrestricted	5,000
RED BELL RUN FOUNDATION INC 385 BLACKWOOD RD COLUMBUS,NC28722	N/A	PC	General & Unrestricted	5,000
S C BACH PO BOX 17862 GREENVILLE,SC29606	N/A	PC	Major Concerts and Musical Expenses fund For the Fiscal Academic Year 2023-2024	7,500
STEPS TO HOPE INC 60 WARD ST COLUMBUS,NC28722	N/A	PC	Charitable Event	5,000
Total ................................. 3a				287,461

bApproved for future payment

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

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 ...........			14	41,572
4 Dividends and interest from securities ....			14	137,133
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	175,335
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aK-1 Inc/Loss	525990	-4,264	14	13,325
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		-4,264		367,365

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

363,101

(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:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2023 DepreciationSchedule

Name:

The Joe R & Joella F Utley Foundation Inc

EIN:

57-0974104

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income	Cost of Goods Sold Not Included

- TIN:

TY 2023 InvestmentsCorpBondsSchedule

Name:

The Joe R & Joella F Utley Foundation Inc

EIN:

57-0974104

Name of Bond	End of Year Book Value	End of Year Fair Market Value
WELLS FARGO BK - 3.150% - 06/1	209,146	176,588

- TIN:

TY 2023 InvestmentsCorpStockSchedule

Name:

The Joe R & Joella F Utley Foundation Inc

EIN:

57-0974104

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABBVIE INC	49,087	88,786
ACUSHNET HOLDINGS CORP	5,872	10,992
AMAZON COM	68,094	75,970
AMERICAN CAPITAL AGENCY CORP	22,380	16,942
AMERICAN EXPRESS CO	67,788	109,607
ARTISAN PARTNERS ASSET MANAGEM	5,137	6,318
ASPEN TECHNOLOGY INC COM	2,222	4,403
ASTRAZENECA	107,109	140,561
AT&T, INC	44,906	38,275
ATRION CORPORATION	3,071	1,515
BANCFIRST CORPORATION	4,668	4,672
BARRICK GOLD CORPORATION	15,123	14,472
BERKSHIRE HATHAWAY INC. CLASS	659,151	1,069,979
CALAMOS LONG/SHORT EQUITY & DY	79,034	75,066
CENCORA INC	53,546	127,578
CHARLES SCHWAB CORP	14,429	26,282
CISCO SYSTEMS INC	12,391	15,560
CLEARWATER ANALYTICS HOLDINGS,	4,856	4,347
CONSTELLATION ENERGY GROUP INC	11,753	33,273
CORVEL CORP	5,615	7,664
COTERRA ENERGY INC	5,673	23,325
CVS CAREMARK CORP	141,242	166,802
DOLLAR GENERAL CORP	23,432	22,976
DOLLAR TREE INC	10,462	15,626
DOMINION ENERGY INC	75,593	47,227
DONALDSON CO. INC	1,625	2,810
DUKE ENERGY CO	241,421	245,383
EBAY INC	68,375	73,806
EMCOR GROUP INC	5,397	16,588
EOS ENERGY ENTERPRISES INC CL	28,099	10,900
EXELON CORPORATION	29,167	32,100
EXPEDIA INC	12,168	19,884
FACTSET RESH SYST INC	2,986	6,679
FIDELITY NATIONAL INFORMATION	17,761	17,420
FIRST HAWAIIAN INC	5,799	6,744
FTI CONSULTING INC	7,827	14,737
GEN DYNAMICS CP	12,784	25,188
GLOBE LIFE INC	44,767	65,399
GRACO INC	3,981	9,977
GSK PLC	146,358	133,174
HALEON PLC	23,755	26,226
HARTFORD FINANCIALSERVICES GRO	13,805	28,294
HENRY JACK & ASSOC INC	1,852	3,268
HONDA MOTOR CO LTD	15,510	16,568
IMMUNITYBIO INC	42,010	15,060
INGREDION INC	19,221	26,047
INTEL CORP	160,957	160,298
ISHARES 0-3 MONTH TREASURY	46,551	46,525
ISHARES 20+ YR TREAS BD	129,288	104,312
ISHARES BARCLAYS 1-3 YEAR TREA	360,589	342,852
JOHNSON & JOHNSON	93,020	109,023
JONES LANG LASALLE	16,273	19,831
KADANT INC	7,806	8,129
KENVUE INC	25,339	29,798
KFORCE INC	2,839	3,378
KIMBERLY CLARK CORP	40,004	34,452
LANDSTAR SYSTEM	8,003	9,102
LCI INDUSTRIES	6,418	5,783
MANHATTAN ASSOCIATES INC	2,132	12,273
MARKET VECTORS ETF TRJR GOLD M	178,310	153,475
MEDTRONIC PLC	95,465	82,614
META PLATFORMS INC	7,105	15,574
MICROSOFT CORP	112,276	287,813
MOELIS AND COMPANY	6,283	8,083
NATIONAL RETAIL PROPERTIES INC	13,670	15,516
NATL FUEL GAS CO	15,560	17,108
OSHKOSH CORP	18,744	21,682
PAYPAL HOLDINGS, INC	24,454	25,178
PNC FINANCIAL GROUP INC	22,505	28,028
PPG INDUSTRIES INC	15,512	21,087
PPL CORPORATION	12,658	12,791
PRIMERICA, INC	3,520	12,140
R L I CP	3,615	4,925
RBC BEARINGS INCORPORATED	2,730	7,977
RESTORATION HARDWARE	175,209	145,740
RIGHTMOVE PLC ADR	6,018	7,162
SANOFI-AVENTIS SPONSORED ADR	25,563	26,904
SELECT SECTOR SPDR UTILITIES	153,925	133,924
SHELL ADR EACH REPRESENTING 2	13,443	17,108
SIMPSON MANUFACTURING CO INC	8,609	19,204
SOUTHERN CO	69,404	82,397
SOUTHWEST GAS CP	190,080	192,050
THE COCA-COLA CO	78,522	84,552
TORO CO	7,437	9,887
TOTALENERGIES SE	16,091	27,491
TRAVELERS COMPANIES INC	12,476	19,811
TRUIST FINANCIAL CORPORATION	19,596	21,709
UFP INDUSTRIES	7,603	8,537
UNILEVER PLC AMER	17,998	19,877
UNITED PARCEL SERVICE	9,307	13,993
US BANCORP	26,653	27,829
VANGUARD EXTENDED DURATION TRE	447,610	416,943
VERIZON COMMUNICATIONS	233,291	163,964
WARNER BROS. DISCOVERY, INC	75,707	22,760
WATTS WATER TECHNOLOGIES INC	5,000	9,375
WELLS FARGO & CO	19,696	32,338
WILLIAMS COS	16,476	29,606

- TIN:

TY 2023 InvestmentsOtherSchedule2

Name:

The Joe R & Joella F Utley Foundation Inc

EIN:

57-0974104

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
ICAHN ENTERPRISES LP		198,313	148,447

- TIN:

TY 2023 OtherAssetsSchedule

Name:

The Joe R & Joella F Utley Foundation Inc

EIN:

57-0974104

Description	End of Year - Book Value	End of Year - Fair Market Value
BAND ENCYCLOPEDIA		100
MUSIC HISTORY REF A		813
MUSIC HISTORY REF B		314
GROVE DICTIONARIES		911
MUSIC & MEDICINE BKS		39
MUSIC DICTIONARIES		940
MUSIC REFERENCE BKS A		254
MUSIC REFERENCE BKS B		114
MUSIC REFERENCE BKS C		779
MUSIC REFERENCE BKS D		311
MUSIC REFERENCE BKS E		1,072
MUSIC REFERENCE BKS F		64
MUSIC REFERENCE BKS G		50
MUSIC REFERENCE BKS H		305
MUSIC REFERENCE BKS I		950
MUSIC REFERENCE BKS J		30
MUSIC REFERENCE BKS K		500
MUSIC REFERENCE BKS L		181
MUSIC REFERENCE BKS M		32
MUSIC REFERENCE BKS N		1,841
MUSIC REFERENCE BKS O		114
MUSIC REFERENCE BKS P		369
MUSIC REFERENCE BKS Q		120
MUSIC REFERENCE BKS R		385
MUSIC REFERENCE BKS S		189
MUSIC REFERENCE BKS T		52
MUSIC REFERENCE BKS U		133
MUSIC REFERENCE BKS V		18
MUSIC REFERENCE BKS W		684
MUSIC REFERENCE BKS X		28
MUSIC REFERENCE BKS Y		62
MUSIC REFERENCE BKS Z		719
MUSIC REFERENCE BKS ZA		937
TRUMPET ARTWORK	12,300	12,300

- TIN:

TY 2023 OtherExpensesSchedule

Name:

The Joe R & Joella F Utley Foundation Inc

EIN:

57-0974104

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
Administrative Fees	29,090		29,090
Bank Charges	426	426
K-1 Exp ICAHN ENTERPRISES LP	6,266	6,266

- TIN:

TY 2023 OtherIncomeSchedule2

Name:

The Joe R & Joella F Utley Foundation Inc

EIN:

57-0974104

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
K-1 Inc/Loss ICAHN ENTERPRISES LP	9,061	13,325

- TIN:

TY 2023 OtherProfessionalFeesSchedule

Name:

The Joe R & Joella F Utley Foundation Inc

EIN:

57-0974104

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment Management Services	79,300	79,300

- TIN:

TY 2023 TaxesSchedule

Name:

The Joe R & Joella F Utley Foundation Inc

EIN:

57-0974104

Category	Amount	Net Investment Income
990-PF Estimated Tax for 2023	3,100
990-PF Extension for 2022	500
Foreign Tax Paid	444	444