TY 2024 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

2024

Open to Public Inspection

For calendar year 2024, or tax year beginning 01-01-2024 , and ending 12-31-2024

Name of foundation
WHITAKER FOUNDATION INC

Number and street (or P.O. box number if mail is not delivered to street address)2750 PARIS PIKE
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
LEXINGTON, KY405119570

A Employer identification number

30-0262001

B Telephone number (see instructions)

(859) 299-5246

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

$20,475,102J 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...	581,423		544,638
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		1,406,619
b	Gross sales price for all assets on line 6a 4,521,658
7	Capital gain net income (from Part IV, line 2)...			1,425,044
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	203	203
12	Total. Add lines 1 through 11........	1,988,245		1,969,885
13	Compensation of officers, directors, trustees, etc.	0		0	0
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	3,000	1,500	1,500
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	50,751	50,751	0
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	24,901	14,425	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	78,652		66,676	1,500
25	Contributions, gifts, grants paid.......	1,060,000			1,060,000
26	Total expenses and disbursements. Add lines 24 and 25	1,138,652		66,676	1,061,500
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	849,593
b	Net investment income (if negative, enter -0-)			1,903,209
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2024)

Form 990-PF (2024)

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.............	15,455	3,979	3,979
	2	Savings and temporary cash investments.........	553,888	445,969	445,969
	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).......	13,287,766	List of Attached Documents: // Content 14,318,358	14,318,358
	c	Investments—corporate bonds (attach schedule).......	4,495,762	List of Attached Documents: // Content 4,814,729	4,814,729
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	873,816	List of Attached Documents: // Content 892,067	892,067
	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)	19,226,687	20,475,102	20,475,102
	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...........	19,226,687	20,475,102
	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
	29	Total net assets or fund balances (see instructions).....	19,226,687	20,475,102
	30	Total liabilities and net assets/fund balances (see instructions).	19,226,687	20,475,102

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

19,226,687

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

849,593

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

List of Attached Documents:

// Content

398,822

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

20,475,102

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 .

20,475,102

Form 990-PF (2024)

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	LONG TERM CAPITAL GAIN DISTRIBUTIONS	P
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	4,338,899	3,096,614	1,242,285
b	182,759		182,759
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			1,242,285
b			182,759
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	1,425,044
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	26,455
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	26,455
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	26,455
6	Credits/Payments:

a	2024 estimated tax payments and 2023 overpayment credited to 2024	6a	10,400
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	10,400
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	16,055
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2025 estimated tax	Refunded	11

Form 990-PF (2024)

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 2024 or the taxable year beginning in 2024? 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

JACK WHITAKER Telephone no. right arrow

(859) 299-5246

Located at right arrow

PO BOX 14037LEXINGTONKY ZIP+4 right arrow

405124037

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 2024, 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 (2024)

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 2024? .............

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 2024, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2024?....................

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 2024 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 2024.) .....................

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 2024? ..

Form 990-PF (2024)

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
JACK E WHITAKER	PRESIDENT 0.50	0	0	0
PO BOX 14037 LEXINGTON,KY405124037	PRESIDENT 0.50	0	0	0
JACQUELIN W MURPHY	VICE PRESIDENT 0.50	0	0	0
PO BOX 14037 LEXINGTON,KY405124037	VICE PRESIDENT 0.50	0	0	0
ANNA W LAKE	TREASURER 0.50	0	0	0
PO BOX 14037 LEXINGTON,KY405124037	TREASURER 0.50	0	0	0
ELMER K WHITAKER	SECRETARY 0.50	0	0	0
PO BOX 14037 LEXINGTON,KY405124037	SECRETARY 0.50	0	0	0
BEVERLY R BALES	DIRECTOR 0.50	0	0	0
PO BOX 14037 LEXINGTON,KY405124037	DIRECTOR 0.50	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
NONE









Total number of other employees paid over $50,000...................				0

Form 990-PF (2024)

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 (2024)

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

19,622,956

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

1,025,913

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

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

20,648,869

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

20,648,869

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

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

309,733

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

20,339,136

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

1,016,957

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

1,016,957

Tax on investment income for 2024 from Part V, line 5 .......

26,455

Income tax for 2024. (This does not include the tax from Part V.) ...

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

26,455

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

990,502

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

2,000

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

992,502

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

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

992,502

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 ..........

1,061,500

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. .......

1,061,500

Form 990-PF (2024)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2023	(c) 2023	(d) 2024
1 Distributable amount for 2024 from Part X, line 7					992,502
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only.......				0
b Total for prior years:20 , 20, 20			0
3 Excess distributions carryover, if any, to 2024:
a From 2019......
b From 2020......	47,126
c From 2021......
d From 2022......
e From 2023......
f Total of lines 3a through e ........		47,126
4Qualifying distributions for 2024 from Part
XI, line 4: $ 1,061,500
a Applied to 2023, 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)........		0
d Applied to 2024 distributable amount.....					992,502
e Remaining amount distributed out of corpus		68,998
5 Excess distributions carryover applied to 2024.		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		116,124
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 2023. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2024. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2025 ..........					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 2019 not applied on line 5 or line 7 (see instructions) ...		0
9 Excess distributions carryover to 2025. Subtract lines 7 and 8 from line 6a ......		116,124
10 Analysis of line 9:
a Excess from 2020....	47,126
b Excess from 2021....
c Excess from 2022....
d Excess from 2023....
e Excess from 2024....	68,998

Form 990-PF (2024)

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 2024, 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) 2024	(b) 2023	(c) 2022	(d) 2021	(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 (2024)

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
ALICE LLOYD COLLEGE 100 PURPOSE ROAD PIPPA PASSES,KY41844	NONE	PC	SUPPORT OF PROGRAMS	265,000
AMEN HOUSE INC 319 E MAIN ST GEORGETOWN,KY40324	NONE	PC	SUPPORT OF PROGRAMS	10,000
ANCHOR POINT CHURCH OF GOD 3570 CLAYS MILL RD LEXINGTON,KY40503	NONE	PC	SUPPORT OF PROGRAMS	2,500
APPALACHIAN ARTS ALLIANCE 612 MAIN ST HAZARD,KY41701	NONE	PC	SUPPORT OF PROGRAMS	10,000
BELIEVING IN FOREVER INC 209 CASTLEWOOD DRIVE LEXINGTON,KY40505	NONE	PC	SUPPORT OF PROGRAMS	10,000
BEREA BAPTIST CHURCH 310 CHESTNUT ST A BEREA,KY40403	NONE	PC	SUPPORT OF PROGRAMS	10,000
BETTY'S BRAVE & BEAUTIFUL HEARTS FOUNDATION 107 FRAZIER CT 2E GEORGETOWN,KY40324	NONE	PC	SUPPORT OF PROGRAMS	5,000
BETHEL MENNONITE CAMP 2773 BETHEL CHURCH RD CLAYHOLE,KY41317	NONE	PC	SUPPORT OF PROGRAMS	5,000
BLUEGRASS CARE NAVIGATORS 1733 HARRODSBURG RD LEXINGTON,KY40504	NONE	PC	SUPPORT OF PROGRAMS	5,000
CHRISTIAN APPALACHIAN PROJECT INC 485 PONDEROSA DRIVE PAINTSVILLE,KY41240	NONE	PC	SUPPORT OF PROGRAMS	28,000
COMMUNITY PARTNERS OF POWELL COUNTY INC PO BOX 1974 STANTON,KY40380	NONE	PC	SUPPORT OF PROGRAMS	5,000
DV8 KITCHEN VOCATIONAL TRAINING FOUNDATION INC 867 S BROADWAY 140 LEXINGTON,KY40504	NONE	PC	SUPPORT OF PROGRAMS	25,000
ELKHORN CITY FIRST CHURCH OF GOD 201 PATTY LOVELESS DR ELKHORN CITY,KY41522	NONE	PC	SUPPORT OF PROGRAMS	10,000
GALILEAN CHILDREN'S HOME 712 S FORK CHURCH RD LIBERTY,KY42539	NONE	PC	SUPPORT OF PROGRAMS	10,000
HAZARD COMMUNITY & TECHNICAL COLLEGE ONE COMMUNITY COLLEGE DRIVE HAZARD,KY41701	NONE	PC	SUPPORT OF PROGRAMS	45,000
HOUSING DEVELOPMENT ALLIANCE INC 2871 N MAIN ST HAZARD,KY41701	NONE	PC	SUPPORT OF PROGRAMS	50,000
LEADERSHIP KENTUCKY FOUNDATION INC 464 CHENAULT ROAD FRANKFORT,KY40601	NONE	PC	SUPPORT OF PROGRAMS	200,000
LEXINGTON RESCUE MISSION INC 535 W 2ND ST LEXINGTON,KY40508	NONE	PC	SUPPORT OF PROGRAMS	250,000
MAPLE ST CHURCH OF GOD 317 MAPLE ST HAZARD,KY41701	NONE	PC	SUPPORT OF PROGRAMS	5,000
MOREHEAD STATE UNIVERSITY 121 E SECOND ST STE 107 MOREHEAD,KY40351	NONE	PC	SUPPORT OF PROGRAMS	10,000
MOXLEY MINISTRIES 2416 GA HWY 203 JESUP,GA31545	NONE	PC	SUPPORT OF PROGRAMS	5,000
NEW BEGINNINGS 139 JEFFERSON ST WINCHESTER,KY40391	NONE	PC	SUPPORT OF PROGRAMS	22,000
NEW OPPORTUNITY SCHOOL FOR WOMEN INC 204 CHESTNUT STREET BEREA,KY40403	NONE	PC	SUPPORT OF PROGRAMS	10,000
OLD PARIS ROAD CHURCH OF GOD 1859 OLD PARIS ROAD LEXINGTON,KY40505	NONE	PC	SUPPORT OF PROGRAMS	5,000
SADIEVILLE CHRISTIAN CHURCH 245 MAIN ST SADIEVILLE,KY40370	NONE	PC	SUPPORT OF PROGRAMS	10,000
SHEPHERD'S HOUSE INC 655 MAXWELTON COURT LEXINGTON,KY40508	NONE	PC	SUPPORT OF PROGRAMS	10,000
SLEEP IN HEAVENLY PEACE 911 BALLARD WAY KIMBERLY,ID83341	NONE	PC	SUPPORT OF PROGRAMS	10,000
SOARING EAGLE 951 BROADWATER SQUARE BILLINGS,MT59101	NONE	PC	SUPPORT OF PROGRAMS	5,000
STAMPING GROUND CHURCH OF GOD 121 LOCUST FORK RD STAMPING GROUND,KY40379	NONE	PC	SUPPORT OF PROGRAMS	10,000
KENTUCKY UNITED METHODIST CHILDREN'S HOMES 1115 ASHGROVE RD NICHOLASVILLE,KY40356	NONE	PC	SUPPORT OF PROGRAMS	2,500
UNIVERSITY OF THE CUMBERLANDS 6180 COLLEGE STATION DRIVE WILLIAMSBURG,KY40769	NONE	PC	SUPPORT OF PROGRAMS	10,000
Total ................................. 3a				1,060,000

bApproved for future payment

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

Form 990-PF (2024)

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	581,423
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 .....			14	203
8 Gain or (loss) from sales of assets other than inventory ............			18	1,406,619
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		1,988,245	0

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

1,988,245

(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 (2024)

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 (2024)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2024 AccountingFeesSchedule

Name:

WHITAKER FOUNDATION INC

EIN:

30-0262001

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING	3,000	1,500		1,500

- TIN:

TY 2024 InvestmentsCorpBondsSchedule

Name:

WHITAKER FOUNDATION INC

EIN:

30-0262001

Name of Bond	End of Year Book Value	End of Year Fair Market Value
BERKSHIRE HATHAWAY 3.125% DUE 03/15/2026 - 250,000 SHS	246,201	246,201
CANADIAN IMPERIAL BANK 5.2% DUE 02/24/2026 - 250,000 SHS	250,232	250,232
CITIGROUP 1% DUE 4/19/25 - 250,000 SHS	245,499	245,499
CITIGROUP 1% DUE 8/28/25 - 100,000 SHS	96,917	96,917
CITIGROUP 4% DUE 04/29/2026 - 200,000 SHS	196,668	196,668
CREDIT SUISSE LD 4.4% DUE 01/29/2026 - 200,000 SHS	199,620	199,620
CREDIT SUISSE 2% DUE 10/29/29 - 250,000 SHS	215,552	215,552
DEUTSCHE BANK 4.75% DUE 10/31/2029 - 250,000 SHS	242,622	242,622
DEUTSCHE BANK 5.625% DUE 03/14/2031 - 250,000 SHS	239,275	239,275
GE CAPITAL 3.373% DUE 11/15/25 - 250,000 SHS	246,412	246,412
GILEAD SCIENCES 2.95% DUE 03/01/2027 - 250,000 SHS	241,296	241,296
GOLDMAN SACHS 5% DUE 10/31/2034 - 250,000 SHS	233,356	233,356
GOLDMAN SACHS 5.45% DUE 02/28/2029 - 200,000 SHS	196,356	196,356
HSBC 5.625% DUE 3/17/2025 - 250,000 SHS	250,359	250,359
JP MORGAN CHASE 5.1 % DUE 03/14/2028 - 250,000 SHS	251,683	251,683
NAT'I BANK CANADA 5.375 DUE 3/28/29 - 250,000 SHS	251,064	251,064
ROYAL BANK OF CANADA 4.625% DUE 6/30/27 - 250,000 SHS	250,000	250,000
SOCIETE GENERALE 5% DUE 01/20/2027 - 200,000 SHS	195,626	195,626
US BANCORP 5.25% DUE 11/07/2034 - 250,000 SHS	236,886	236,886
WELLS FARGO CO 3% DUE 02/19/25 - 250,000 SHS	249,447	249,447
USB CAPITAL 5.10% PERPETUAL BOND - 250,000 SHS	216,875	216,875
ACCRUED INCOME	62,783	62,783

- TIN:

TY 2024 InvestmentsCorpStockSchedule

Name:

WHITAKER FOUNDATION INC

EIN:

30-0262001

Name of Stock	End of Year Book Value	End of Year Fair Market Value
3M - 900 SHS	116,181	116,181
AT&T - 5,300 SHS	120,681	120,681
ALPHABET CL C - 2,500 SHS	476,100	476,100
AMAZON.COM - 2,400 SHS	526,536	526,536
AMGEN - 750 SHS	195,480	195,480
APPLE - 2,000 SHS	500,840	500,840
BERKSHIRE HATHAWAY - B - 800 SHS	362,624	362,624
BOEING - 200 SHS	35,400	35,400
CVS HEALTH - 3,000 SHS	134,670	134,670
CITIGROUP - 1,600 SHS	112,624	112,624
COCA COLA - 3,400 SHS	211,684	211,684
DUKE ENERGY - 1,200 SHS	129,288	129,288
EMERSON ELECTRIC - 3,000 SHS	371,790	371,790
ENBRIDGE - 4,000 SHS	169,720	169,720
EXXON MOBIL - 2,100 SHS	225,897	225,897
GENERAL MILLS - 2,800 SHS	178,556	178,556
INTEL - 3,500 SHS	70,175	70,175
JOHNSON & JOHNSON - 750 SHS	108,465	108,465
KRAFT HEINZ - 3,400 SHS	104,414	104,414
LOWES - 750 SHS	185,100	185,100
MEDTRONIC - 1,400 SHS	111,832	111,832
MICROSOFT - 1,200 SHS	505,800	505,800
NORFOLK SOUTHERN - 660 SHS	154,902	154,902
NOVARTIS - 2,000 SHS	194,620	194,620
PFIZER - 6,500 SHS	172,445	172,445
PROCTER & GAMBLE - 1,250 SHS	209,563	209,563
QUALCOMM - 1,500 SHS	230,430	230,430
RTX CORPORATION - 3,000 SHS	347,160	347,160
SALESFORCE, INC - 1,300 SHS	434,629	434,629
SANOFI-AVENTIS ADS - 4,000 SHS	192,920	192,920
SOUTHERN CO - 3,500 SHS	288,120	288,120
US BANCORP - 2,700 SHS	129,141	129,141
VISA - 1,000 SHS	316,040	316,040
VULCAN MATERIALS - 750 SHS	192,922	192,922
WALMART - 4,000 SHS	361,400	361,400
WALT DISNEY - 1,950 SHS	217,133	217,133
IRON MOUNTAIN - 3,000 SHS	315,330	315,330
KIMCO REALTY CORPORATION - 7,500 SHS	175,725	175,725
VENTAS - 3,250 SHS	191,393	191,393
INVESCO QQQ TRUST UNIT SER 1 ETF - 380 SHS	194,267	194,267
INVESCO S&P 500 QUALITY ETF - 3,250 SHS	217,848	217,848
DFA EMERGING MARKETS SMALL CAP - 7,207.7210 SHS	167,291	167,291
DODGE & COX INTL STK - 4,703.3600 SHS	234,698	234,698
INVESCO OPPENHEIMER DEVELOPING MARKETS - 4,323.6610 SHS	164,688	164,688
T ROWE PRICE EMERGING MKTS STK - 4,191.0480 SHS	142,160	142,160
T ROWE PRICE INTERNATIONAL DISCOVERY FUND - 3,321.2570 SHS	208,675	208,675
TWEEDY BROWNE INTERNATIONAL VALUE FUND - 7,697.6820 SHS	196,676	196,676
VANGUARD DEVELOPED MARKETS INDEX - 11,969.1620 SHS	183,846	183,846
VANGUARD INTERNATIONAL GROWTH - 4,748.3380 SHS	151,709	151,709
DFA US SMALL CAP VALUE - 5,515.9180 SHS	267,577	267,577
FIDELITY SMALL CAP VALUE - 7,392.8040 SHS	150,517	150,517
PRIMECAP ODYSSEY AGGRESSIVE GROWTH - 8,366.5770 SHS	368,715	368,715
T ROWE PRICE MID CAP VALUE - 14,637.3070 SHS	467,223	467,223
T ROWE PRICE NEW HORIZONS - 5,816.9990 SHS	324,647	324,647
VANGUARD MID CAP INDEX-ADM - 1,321.6590 SHS	432,011	432,011
VANGUARD SMALL CAP VALUE INDEX-ADM - 2,808.2010 SHS	323,392	323,392
WASATCH SMALL CAP GROWTH - 7,822.9480 SHS	326,999	326,999
ISHARES PREFERRED AND INCOME SECURITIES ETF - 3,000 SHS	94,320	94,320
VANGUARD HIGH YIELD TAX EXEMPT - 8,868.5710 SHS	94,539	94,539
DOUBLELINE TOTAL RETURN BOND I - 4,648.1410 SHS	40,299	40,299
FIDELITY FLOATING RATE HIGH INCOME F - 10,357.3210 SHS	96,220	96,220
FIDELITY NEW MARKETS INCOME - 4,832.3450 SHS	61,129	61,129
T ROWE PRICE HIGH YIELD FUND INV - 10,705.7000 SHS	63,271	63,271
VANGUARD HIGH YIELD CORPORATE - 11,778.4500 SHS	63,839	63,839
VANGUARD TOTAL INTERNATIONAL BOND INDEX - 2,263.4760 SHS	44,432	44,432
KIMCO REALTY PREFERRED SERIES 5.125 L - 4,000 SHS	82,440	82,440
TRUIST FINANCIAL PFD R - 4,000 SHS	77,200	77,200

- TIN:

TY 2024 InvestmentsOtherSchedule2

Name:

WHITAKER FOUNDATION INC

EIN:

30-0262001

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
DNP SELECT INCOME - 16,300 SHS	FMV	143,766	143,766
VANGUARD WELLESLEY INCOME - 7,481.9880 SHS	FMV	185,329	185,329
VANGUARD WELLINGTON - 3,469.4240 SHS	FMV	148,595	148,595
FIDELITY REAL ESTATE INCOME - 8,403.3380 SHS	FMV	100,252	100,252
THIRD AVE REAL ESTATE VALUE - 3,303.3890 SHS	FMV	77,101	77,101
VANGUARD REIT INDEX-ADM - 890.4850 SHS	FMV	112,477	112,477
RIVERNORTH DOUBLELINE STRATEGIC INCOME - 14,185.3550 SHS	FMV	124,547	124,547

- TIN:

TY 2024 OtherIncomeSchedule2

Name:

WHITAKER FOUNDATION INC

EIN:

30-0262001

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
CLASS ACTION PROCEEDS	203	203	203

- TIN:

TY 2024 OtherIncreasesSchedule

Name:

WHITAKER FOUNDATION INC

EIN:

30-0262001

Description	Amount
NET UNREALIZED GAINS/LOSSES ON INVESTMENTS	396,822
PRIOR PERIOD ADJUSTMENT	2,000

- TIN:

TY 2024 OtherProfessionalFeesSchedule

Name:

WHITAKER FOUNDATION INC

EIN:

30-0262001

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT FEES	50,751	50,751		0

- TIN:

TY 2024 TaxesSchedule

Name:

WHITAKER FOUNDATION INC

EIN:

30-0262001

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
EXCISE TAX	10,476	0		0
FOREIGN TAXES	14,425	14,425		0