2012-05-14T09:10:20-05:00 2011-06-30 CBIZ TOFIAS 500 BOYLSTON STREET BOSTON MA 02116 990 2010-07-01 042103579 TRUSTEES OF PHILLIPS ACADEMY TRUS 9787494000 180 MAIN STREET ANDOVER MA 018104161 STEPHEN D CARTER 9787494000 2012-05-10 1 6177610600 2010 2016-02-24 21:20:13Z BARBARA L CHASE 180 MAIN STREET ANDOVER MA 018104161 288712589 0 X WWW.ANDOVER.EDU X 1778 MA PHILLIPS ACADEMY IS A COEDUCATIONAL, RESIDENTIAL SECONDARY SCHOOL LOCATED IN ANDOVER, MASSACHUSETTS FOR STUDENTS IN GRADES NINE THROUGH TWELVE AND POST-GRADUATES. THE SCHOOL STRIVES TO HELP YOUNG PEOPLE FROM DIVERSE BACKGROUNDS ACHIEVE THEIR POTENTIAL NOT ONLY INTELLECTUALLY, BUT ALSO ARTISTICALLY, ATHLETICALLY AND MORALLY, SO THAT THEY MAY LEAD RESPONSIBLE AND FULFULLING LIVES. 21 20 1083 2359 847223 0 35070317 26960742 48677156 50376886 34984777 58052068 -1184101 850207 117548149 136239903 15850554 16729643 0 0 48784037 46933630 2000 16265 8206912 33672795 39428235 98309386 103107773 19238763 33132130 1016005717 1131294796 145994335 140004778 870011382 991290018 X PHILLIPS ACADEMY IS A COEDUCATIONAL, BOARDING SCHOOL LOCATED IN ANDOVER, MASSACHUSETTS FOR STUDENTS IN GRADES NINE THROUGH TWELVE AND POST-GRADUATES. THE SCHOOL STRIVES TO HELP YOUNG PEOPLE FROM DIVERSE BACKGROUNDS ACHIEVE THIER POTENTIAL NOT ONLY INTELLECTUALLY, BUT ALSO ARTISTICALLY, ATHLETICALLY AND MORALLY, SO THAT THEY MAY LEAD RESPONSIBLE AND FULFULLING LIVES. 0 0 77276418 16110124 46442865 EDUCATION 1,109 STUDENTS - REGULAR SESSION GRADES 9 - 12: PHILLIPS ACADEMY IS A RESIDENTIAL SECONDARY SCHOOL WHICH SEEKS STUDENTS OF INTELLIGENCE AND INTEGRITY FROM DIVERSE CULTURAL, RACIAL, SOCIOECONOMIC AND GEOGRAPHIC BACKGROUNDS. THE SCHOOL'S RESIDENTIAL STRUCTURE ENABLES FACULTY TO SUPPORT STUDENTS IN THEIR PERSONAL, SOCIAL AND INTELLECTUAL DEVELOPMENT. THE ACADEMIC PROGRAM FOSTERS EXCELLENCE IN ALL DISCIPLINES WITHIN THE LIBERAL ARTS TRADITION. FACULTY MEMBERS GUIDE STUDENTS IN MASTERING SKILLS, ACQUIRING KNOWLEDGE AND THINKING CRITICALLY, CREATIVELY AND INDEPENDENTLY. THE SCHOOL STRIVES TO HELP YOUNG PEOPLE ACHIEVE THEIR POTENTIAL NOT ONLY INTELLECTUALLY, BUT ALSO ARTISTICALLY, ATHLETICALLY AND MORALLY, SO THAT THEY MAY LEAD RESPONSIBLE AND FULFILLING LIVES. THE ACADEMY IS COMMITTED TO ESTABLISHING AN ENVIRONMENT THAT ENCOURAGES PEOPLE OF DIVERSE BACKGROUNDS AND BELIEFS TO UNDERSTAND AND RESPECT ONE ANOTHER AND TO BE SENSITIVE TO THE DIFFERENCES OF GENDER, ETHNICITY, CLASS AND SEXUAL ORIENTATION. IN ITS PROGRAMS THE SCHOOL SEEKS TO PROMOTE A BALANCE OF LEADERSHIP, COOPERATION AND SERVICE, TOGETHER WITH A DEEPER AWARENESS OF THE GLOBAL COMMUNITY AND NATURAL WORLD. ANDOVER'S 1778 CONSTITUTION CHARGES THE ACADEMY TO PREPARE "YOUTH FROM EVERY QUARTER" TO UNDERSTAND THAT "GOODNESS WITHOUT KNOWLEDGE IS WEAK ... YET KNOWLEDGE WITHOUT GOODNESS IS DANGEROUS." THIS OBLIGATION CHALLENGES STUDENTS IN MIND, BODY AND SPIRIT TO SEE BEYOND THEMSELVES AND TO GO BEYOND THE FAMILIAR; TO REMAIN COMMITTED TO DEVELOPING WHAT IS FINEST IN THEMSELVES AND OTHERS, FOR OTHERS AND THEMSELVES. 2692349 426290 3893021 EDUCATION 520 STUDENTS - SUMMER SESSION: THE SUMMER SESSION OFFERS ITS STUDENTS FIVE WEEKS OF INTENSIVE ACADEMIC AND PERSONAL GROWTH. IT ENCOMPASSES DEMANDING CLASSES, RECREATIONAL AFTERNOON ACTIVITIES, ENGAGING TRIPS TO COLLEGES, SOCIAL AND CULTURAL OPPORTUNITIES, AND WELCOMING DORMITORIES THAT PREPARE STUDENTS FOR COLLEGIATE RESIDENTIAL LIFE IN AN ENVIRONMENT DESIGNED FOR THEIR AGE GROUP. IN KEEPING WITH ONE OF THE ACADEMY'S IDEALS "TO BE A PRIVATE SCHOOL WITH A PUBLIC PURPOSE", SUMMER SESSION STRIVES YEARLY TO INCREASE ITS FINANCIAL AID BUDGET IN ORDER TO OFFER THE EXPERIENCE TO EVER MORE QUALIFIED AND DESERVING APPLICANTS. SUMMER SESSION ALSO WORKS COOPERATIVELY WITH OTHER PROGRAMS SUCH AS SUMMER SEARCH, MINDS MATTER, THE JACK KENT COOKE FOUNDATION, MEMPHIS PREP, RAINIER SCHOLARS, AND OTHERS TO IDENTIFY SCHOLARS "FROM EVERY QUARTER". FINALLY, SUMMER SESSION PROVIDES THE UMBRELLA FOR THE OTHER OUTREACH PROGRAMS THAT POPULATE THE CAMPUS DURING THE SUMMER, MAKING SURE THAT THEIR PHYSICAL AND RESIDENTIAL NEEDS ARE MET. 609794 EDUCATION 108 STUDENTS - MATH AND SCIENCE FOR MINORITY STUDENTS (MS)2: (MS)2, FOUNDED IN 1977, OFFERS AFRICAN AMERICAN, LATINO AND NATIVE AMERICAN PUBLIC SCHOOL STUDENTS FROM TARGETED CITIES ACROSS THE UNITED STATES THE OPPORTUNITY TO IMMERSE THEMSELVES IN THE STUDY OF MATHEMATICS AND SCIENCE FOR THREE CONSECUTIVE SUMMERS AT PHILLIPS ACADEMY. THE PROGRAM IS FREE TO ALL STUDENTS ACCEPTED AND INCLUDES TRAVEL TO AND FROM ANDOVER. STUDENTS BEGIN THE PROGRAM THE SUMMER FOLLOWING 9TH GRADE; THEREFORE, THEY MUST BE IN 9TH GRADE WHEN THEY APPLY. THE PROGRAM PROVIDES THE SCHOLARS WITH RIGOROUS CHALLENGES IN ORDER TO PREPARE THEM BETTER FOR COLLEGE AND CAREERS IN ENGINEERING, SCIENCE, MEDICINE, COMPUTERS, AND OTHER TECHNICAL FIELDS. 868445 34250 41000 TOTAL OF ALL OTHER PROGRAM SERVICES THE INSTITUTE FOR RECRUITMENT OF TEACHERS (IRT) ADDRESSES THE LACK OF DIVERSITY IN THE NATION'S TEACHING FACULTIES BY RECRUITING OUTSTANDING STUDENTS OF COLOR AND OTHER SCHOLARS COMMITTED TO DIVERSITY, COUNSELING THEM THROUGH THE GRADUATE SCHOOL APPLICATION PROCESS, AND ADVOCATING FOR SUFFICIENT FUNDING FOR ADVANCED STUDY. SINCE 1990, THE IRT HAS BUILT A NATIONAL CONSORTIUM OF COLLEGES AND UNIVERSITIES THAT ARE EAGER TO ENROLL IRT STUDENTS TO DIVERSIFY THEIR GRADUATE STUDENT BODIES AND TO EXPAND THE PIPELINE OF EDUCATORS TO TEACH, COUNSEL, AND ADMINISTRATE IN AMERICAN SCHOOLS, COLLEGES, AND UNIVERSITIES. IRT URGES ITS STUDENTS TO EARN THEIR ADVANCED DEGREES AND TEACHING CREDENTIALS BEFORE THEY LAUNCH THEIR EDUCATIONAL CAREERS.ANNUALLY, THE IRT ENROLLS APPROXIMATELY 100 TALENTED STUDENTS WHO ARE MAJORING IN THE HUMANITIES, SOCIAL SCIENCES, OR EDUCATION, TO ITS TWO DISTINCT PROGRAMS: THE SUMMER WORKSHOP FOR RISING AND GRADUATING COLLEGE SENIORS; AND THE ASSOCIATE PROGRAM FOR COLLEGE SENIORS AND RECENT GRADUATES WHO WISH TO CONTINUE THEIR EDUCATIONAL STUDIES. SINCE ITS INCEPTION, NEARLY EVERY IRT APPLICANT HAS BEEN ADMITTED TO AT LEAST ONE GRADUATE SCHOOL WITHIN THE IRT CONSORTIUM OF 41 COLLEGES AND UNIVERSITIES; MOST HAVE BEEN ADMITTED TO FOUR OR MORE. APPROXIMATELY 90 PERCENT OF THESE STUDENTS HAVE RECEIVED FULL TUITION WAIVERS AND PARTIAL-TO-FULL FELLOWSHIP FUNDING FOR UP TO SIX YEARS OF GRADUATE STUDY. TO DATE, THE IRT HAS WORKED WITH OVER 1400 INTERNS AND ASSOCIATES. OF THAT NUMBER, OVER 400 PARTICIPANTS HAVE ALREADY RECEIVED MASTER'S DEGREES, 150 HAVE EARNED PH.D.S, AND OVER 100 ARE ALL-BUT-DISSERTATION. IN THE COMING DECADES, A NUMBER OF THESE SCHOLARS WILL EMERGE AS EDUCATIONAL LEADERS. ANDOVER BREAD LOAF (ABL) FOUNDED IN 1987, ABL IS BASED ON THE PHILLIPS ACADEMY CAMPUS. A COLLABORATION BETWEEN PHILLIPS ACADEMY AND THE BREAD LOAF SCHOOL OF ENGLISH, MIDDLEBURY COLLEGE'S GRADUATE SCHOOL OF ENGLISH, ABL FOCUSES ITS WORK IN COMMUNITIES WITH HIGH POVERTY RATES AND PARTICULARLY URBAN AREAS IN THE UNITED STATES AND INTERNATIONALLY. ABL WORKS WITH U.S. AND INTERNATIONAL TEACHERS AND STUDENTS TO ENHANCE THE TEACHING AND LEARNING OF WRITING AND TO HELP CATALYZE EDUCATIONAL RENEWAL IN PUBLIC SCHOOL CLASSROOMS, SCHOOLS AND SCHOOL SYSTEMS. TWO SUMMER WORKSHOPS ARE AT THE HEART OF ABL. THE ABL WRITING WORKSHOP IS A PROFESSIONAL DEVELOPMENT WORKSHOP SERVING 15 - 20 TEACHERS PER SUMMER FROM URBAN SCHOOLS IN THE U.S. THE LAWRENCE STUDENT WRITERS WORKSHOP IS A PROGRAM FOR STUDENTS, ENROLLING 80-90 LAWRENCE, MASSACHUSETTS PUBLIC SCHOOL STUDENTS EVERY SUMMER. IN ADDITION TO THE WORK DONE WITH TEACHERS AND STUDENTS IN THE SUMMER, ABL STAFF WORK YEAR-ROUND TO SUPPORT PROGRAM PARTICIPANTS IN THEIR SCHOOLS AND COMMUNITY ORGANIZATIONS, OFFERING WORKSHOPS, CONFERENCES, AFTER-SCHOOL EVENTS, AND OTHER SIMILAR PROGRAMS. PHILLIPS ACADEMY-LEONARD SCHOOL (PALS) IS A TWO-YEAR EDUCATIONAL ENRICHMENT PROGRAM FOR SEVENTH- AND EIGHTH-GRADE STUDENTS FROM LAWRENCE, MA, WHO ARE TEACHER-RECOMMENDED AS ACADEMICALLY CAPABLE, TOP IN THEIR CLASSES IN SCHOOL, AND SELF-MOTIVATED. PALS SERVES UP TO 40 STUDENTS ANNUALLY FROM THE LEONARD AND PARTHUM SCHOOLS. OPERATING UNDER THE AUSPICES OF THE ACADEMY'S COMMUNITY SERVICE PROGRAM DURING THE ACADEMIC YEAR, PROGRAM AFTER-SCHOOL INSTRUCTION IS PROVIDED BY STUDENT VOLUNTEERS FROM THE ACADEMY AND FROM ANDOVER HIGH SCHOOL. THE SUMMER PROGRAM IS PRIVATELY FUNDED, PROVIDING FOUR WEEKS OF ACADEMIC ENRICHMENT FOR THESE STUDENTS. EACH YEAR A NUMBER OF THESE STUDENTS ARE ADMITTED TO PRIVATE SCHOOLS, INCLUDING PHILLIPS ACADEMY, TO FURTHER THEIR ACADEMIC AND PERSONAL GROWTH. 868445 34250 41000 81447006 1 1 0 1 0 0 1 0 1 1 1 0 0 1 1 1 0 1 0 1 0 0 1 0 0 0 1 1 1 1 0 0 0 0 0 1 1 0 1 1 1 1 0 0 0 1 1 0 0 0 1 X 397 0 1 1083 1 1 1 0 0 0 0 0 1 1 0 0 0 X 21 20 1 0 0 0 0 0 0 1 0 0 0 1 1 1 1 1 0 1 1 0 MA ME X STEPHEN D CARTER 9787494000 PHILLIPS ACADEMY 180 MAIN ST ANDOVER MA 018104161 BARBARA L CHASE 60.00 X X 352995 0 166932 DANIEL P CUNNINGHAM 3.00 X 0 0 0 PETER LS CURRIE 3.00 X 0 0 0 LOUIS G ELSON 3.00 X 0 0 0 SHELLY D GUYER 3.00 X 0 0 0 THOMAS C ISRAEL 4.00 X X 0 0 0 MOLLIE L LASATER 3.00 X 0 0 0 CHIEN LEE 3.00 X 0 0 0 GARY LEE 3.00 X 0 0 0 WILLIAM M LEWIS JR 3.00 X 0 0 0 SCOTT MEAD 3.00 X 0 0 0 TAMMY SNYDER MURPHY 3.00 X 0 0 0 STEPHEN C SHERRILL 3.00 X 0 0 0 JOSHUA L STEINER 3.00 X 0 0 0 OSCAR L TANG 4.00 X X 0 0 0 SUSAN URIE DONAHUE 3.00 X 0 0 0 GEORGE R IRELAND 3.00 X 0 0 0 CORINNE T FIELD 3.00 X 0 0 0 CHRISTOPHER S AUGUSTE 3.00 X 0 0 0 MARY-ANN SOMERS 3.00 X 0 0 0 RONALD TAKVORIAN MD 3.00 X 0 0 0 STEPHEN D CARTER 55.00 X 236247 0 74074 AMY C FALLS 55.00 X 537385 0 28748 PETER R RAMSEY 55.00 X 274940 0 80978 TEMBA T MAQUBELA 55.00 X 201828 0 109851 REBECCA M SYKES 55.00 X 199436 0 71236 JANE F FRIED 55.00 X 191512 0 81433 BRIAN T ALLEN 55.00 X 169106 0 26757 MICHAEL R REIST 55.00 X 206235 0 23613 DAVID A FLASH 55.00 X 170856 0 48996 CHRISTINE M ADAMS 55.00 X 165438 0 18327 BARBARA D GROSS 55.00 X 159995 0 35987 RICHARD J KELLER 55.00 X 149535 0 60775 3015508 0 827707 31 0 1 0 ARAMARK CORPORATION 1101 MARKET ST PHILADELPHIA PA 19107 DINING HALL SERVICES 5202499 ERLAND CONSTRUCTION INC 83 2ND AVE BURLINGTON MA 01803 CONSTRUCTION MANAGEMENT 3125471 JOHN MORIARTY & ASSOC INC 3 CHURCH ST WINCHESTER MA 01890 CONSTRUCTION MANAGEMENT 1596339 ARAMARK EDUCATIONAL SERVICES LLC 1101 MARKET ST PHILADELPHIA PA 19107 INN MANAGEMENT SERVICES 1273186 SHAWMUT DESIGN & CONSTRUCTION 560 HARRISON AVE BOSTON MA 02118 CONSTRUCTION MANAGEMENT 675244 29 8460 26952282 3150170 26960742 TUITION AND FEES 900099 47811975 47811975 OTHER INCOME 900099 2564911 2564911 50376886 7389772 7389772 203118257 152455961 50662296 50662296 50662296 19709 16725 2984 2984 HOCKEY RINK/COURTS REN 713940 525713 525713 INCOME FROM PARTNERSHI 525990 236779 236779 CHILD CARE CENTER 624410 83288 83288 1443 1443 847223 136239903 50379870 847223 58052068 158979 158979 16570664 16570664 2832045 335989 1887521 608535 289304 167883 121421 34798202 27173723 4095163 3529316 3084550 2479908 321691 282951 3127987 2589073 224711 314203 2801542 2105337 383977 312228 322278 322278 112982 112982 900 900 16265 16265 1158663 1158663 156617 113168 43449 139252 139252 4906681 3329082 848379 729220 325423 162711 97627 65085 64406 64406 4399693 3893283 432587 73823 794651 466223 62124 266304 142896 85637 9215 48044 4120792 3139818 699739 281235 7018890 5947296 924855 146739 659807 542822 86355 30630 REPLACEMENT & RENEWAL 4162757 4162757 FOOD SERVICE 2488905 2488905 INSTRUCTION 1997384 1997384 OFFICE OF ACADEMY RESOU 1380279 1380279 PHYSICAL PLANT 864436 864436 4210543 2468270 1741639 634 103107773 81447006 13453855 8206912 10810084 22945424 46996518 47640919 247516 245151 526430 546910 971836 806351 521454 544289 3510773 3321356 301072174 77550083 222768945 223522091 136365559 152572753 575396990 671011277 670473 451155 17219139 7687120 1016005717 1131294796 14113975 11306156 10761703 11429428 97205000 95300000 23913657 21969194 145994335 140004778 X 287463264 325948330 315510889 388333902 267037229 277007786 870011382 991290018 1016005717 1131294796 X 33132130 88146506 X 0 1 1 X 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 900 900 0 EXPLANATION OF OTHER LOBBYING ACTIVITIES: PART II-B, LINE 1I: THE ACADEMY PAYS MEMBERSHIP DUES TOTALING $900 TO AN ORGANIZATION WHICH MAY ENGAGE IN LOBBYING ACTIVITIES. THEREFORE, A PORTION OF THE DUES MAY BE ATTRIBUTABLE TO LOBBYING ACTIVITIES. X X X X 0 693422473 13544789 140245872 11862027 29802021 805549086 621185698 20370772 88775296 10902048 26007245 693422473 778477208 6778003 -124048818 12172240 27848455 621185698 0.26950 0.73050 0.00000 1 0 305458 305458 274366598 68114886 206251712 7000751 3144541 3856210 19399367 6290656 13108711 223522091 PRIVATE REAL ASSETS, ABSOLUTE RETURN, OTHER 108645930 F CASH AND CASH EQUIVALENTS 1750765 F DOMESTIC EQUITIES 13328409 F INTERNATIONAL EQUITIES 104223064 F HEDGE FUNDS 277958632 F PRIVATE EQUITY AND VENTURE CAPITAL 136906674 F REAL ESTATE 28197803 F 671011277 ASSET RETIREMENT OBLIGATION 1802551 INTEREST RATE SWAPS 9147842 PREMIUM ON BONDS PAYABLE 1311786 LIABILITY FOR SPLIT-INTEREST GIFTS 9707015 21969194 136239903 103107773 33132130 83922255 4224251 88146506 121278636 201162412 83922255 -17309222 66613033 134549379 1715337 -24813 1690524 136239903 79883776 -2277177 -2277177 82160953 1715337 19231483 20946820 103107773 PART III, LINE 1A: THE ACADEMY RECORDS GIFTS OF SECURITIES AND OTHER NON-CASH ASSETS AT FAIR VALUE AT THE DATE OF CONTRIBUTION, WITH THE EXCEPTION OF ADDITIONS TO THE ACADEMY'S COLLECTIONS OF ART, ARTIFACTS, ANTIQUES, AND RARE BOOKS. THE ACADEMY DOES NOT CAPITALIZE ITS COLLECTIONS; THEREFORE, GIFTS OR ADDITIONS TO THE COLLECTIONS ARE NOT REFLECTED IN THE ACADEMY'S FINANCIAL STATEMENTS. THE ACADEMY'S COLLECTIONS COMPRISE PRIMARILY THOSE OF ITS TWO MUSEUMS, THE ADDISON GALLERY OF AMERICAN ART AND THE ROBERT S. PEABODY MUSEUM OF ARCHAEOLOGY. OPEN AND FREE TO THE PUBLIC, BOTH ARE ACADEMIC MUSEUMS THAT SERVE AS RESOURCES FOR ACADEMY STUDENTS, STUDENTS FROM SURROUNDING COMMUNITIES AND THE GENERAL PUBLIC. THE COLLECTION OF THE ADDISON GALLERY OF AMERICAN ART INCLUDES MORE THAN 16,000 WORKS OF ART AND IS RECOGNIZED AS A WORLD-CLASS CENTER OF AMERICAN ART. THE ROBERT S. PEABODY MUSEUM OF ARCHAEOLOGY IS ONE OF THE NATION'S MAJOR REPOSITORIES OF NATIVE AMERICAN ARCHAEOLOGICAL COLLECTIONS, CONTAINING MORE THAN 500,000 OBJECTS REPRESENTING NEARLY EVERY INDIGENOUS CULTURE AREA IN NORTH AMERICA. PART III, LINE 4: THE ACADEMY MAINTAINS THE ADDISON GALLERY OF AMERICAN ART (THE "ADDISON"), AN ACADEMIC ART MUSEUM DEDICATED TO THE COLLECTION OF AMERICAN ART. THE MUSUEM'S PURPOSE IS TO ACQUIRE, PRESERVE, INTERPRET, AND EXHIBIT WORKS OF ART FOR THE EDUCATION AND ENJOYMENT OF LOCAL, REGIONAL, NATIONAL AND INTERNATIONAL AUDIENCES, INCLUDING THE STUDENTS, FACULTY, AND COMMUNITY OF PHILLIPS ACADEMY, AND OTHER STUDENTS, TEACHERS, SCHOLARS, AND THE GENERAL PUBLIC. THE ACADEMY ALSO MAINTAINS THE ROBERT S. PEABODY MUSEUM OF ARCHAEOLOGY (THE "PEABODY") WHICH IS COMPRISED OF COLLECTIONS OF ARTIFACTS, DOCUMENTS, AND IMAGES CATALOGING THE INDIGENOUS CULTURES OF THE AMERICAS, PAST AND PRESENT, A COMPARATIVE COLLECTION, AS WELL AS BOOKS, MONOGRAPHS AND SERIALS ON ARCHAEOLOGY AND NATIVE CULTURES OF THE AMERICAS. THESE MATERIALS SERVE THE EDUCATION AND RESEARCH NEEDS PRIMARILY OF THE PHILLIPS ACADEMY COMMUNITY AND TO A LESSER EXTENT REGIONAL SCHOOLS WITHIN THE MID-MERRIMACK RIVER VALLEY. THE PEABODY HAS DEVELOPED OVER FIFTY SINGLE-CLASS CURRICULUM UNITS AND TEACHES AN INTERDISCIPLINARY COURSE IN HUMAN ORIGINS WITH THE BIOLOGY DEPARTMENT, DRAWING UPON STAFF EXPERTISE, ITS LIBRARY, RESEARCH, IMAGE AND ARCHIVES COLLECTIONS. THE PEABODY IS CURRENTLY DEVELOPING A NEW CLASS WITH THE ACADEMY ART DEPARTMENT, "PRIMITIVE POT." PEABODY PERSONNEL ALSO SUPERVISE THE HISTORY AND ARCHAELOGY CLUBS AND STUDENT INDEPENDENT PROJECTS. FURTHER USE OF THE COLLECTIONS BY STUDENTS WITH AN INTEREST IN ARCHAEOLOGY AND ANTHROPOLOGY TAKES PLACE AS SENIOR INDEPENDENT PROJECTS. DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: ANDOVER'S ENDOWMENT IS A CRITICAL SOURCE OF SUPPORT FOR THE ACADEMY. THE ENDOWMENT COMPRISES A WIDE VARIETY OF FUNDS WITH A WIDE VARIETY OF PURPOSES, INCLUDING UNRESTRICTED FUNDS, FINANCIAL AID, FACULTY CHAIRS, THE ADDISON GALLERY, THE PEABODY MUSEUM AND OTHER SPECIAL INTENTS. TOTALING $805 MILLION AT JUNE 30, 2011, THE ENDOWMENT CURRENTLY SUPPORTS APPROXIMATELY 40% OF THE ACADEMY'S BUDGET. PART V, LINE 3A: THE ACADEMY IS AN INCOME-ONLY BENEFICIARY OF CERTAIN PERPETUAL TRUSTS WHOSE AGGREGATE MARKET VALUE AT JUNE 30, 2011 WAS $5,894,434. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE ACADEMY ACCOUNTS FOR THE EFFECT OF ANY UNCERTAIN TAX POSITIONS USING A "MORE LIKELY THAN NOT" THRESHOLD FOR THE RECOGNITION OF THE TAX POSITIONS BEING SUSTAINED BASED ON THE TECHNICAL MERITS OF THE POSITION UNDER SCRUTINY BY THE APPLICABLE TAXING AUTHORITY. IF A TAX POSITION OR POSITIONS ARE DEEMED TO RESULT IN UNCERTAINTIES OF THOSE POSITIONS, THE UNRECOGNIZED TAX BENEFIT IS ESTIMATED BASED ON A "CUMULATIVE PROBABILITY ASSESSMENT" THAT AGGREGATES THE ESTIMATED TAX LIABILITY FOR ALL UNCERTAIN TAX POSITIONS. INTEREST AND PENALTIES ASSESSED, IF ANY, ARE ACCRUED AS INCOME TAX EXPENSE. THE ACADEMY HAS IDENTIFIED ITS TAX STATUS AS A TAX-EXEMPT ENTITY AS A TAX POSITION; HOWEVER, THE ACADEMY HAS DETERMINED THAT SUCH TAX POSITION DOES NOT RESULT IN AN UNCERTAINTY REQUIRING RECOGNITION. THE ACADEMY IS NOT CURRENTLY UNDER EXAMINATION BY ANY TAXING JURISDICTION. ITS FEDERAL AND STATE INCOME TAX RETURNS ARE GENERALLY OPEN FOR EXAMINATION FOR THREE YEARS FOLLOWING THE DATE FILED. PART XI, LINE 8 - OTHER ADJUSTMENTS: CHANGE IN VALUE OF SPLIT-INTEREST AGREEMENTS 1,922,261. UNREALIZED GAIN ON SWAP MARKET VALUE 2,301,990. PART XII, LINE 2D - OTHER ADJUSTMENTS: FINANCIAL AID -15,413,929. CAPITAL CAMPAIGN EXPENSES -3,817,554. CHANGE IN VALUE OF SPLIT-INTEREST AGREEMENTS 1,922,261. PART XII, LINE 4B - OTHER ADJUSTMENTS: COST OF GOODS SOLD -24,813. PART XIII, LINE 2D - OTHER ADJUSTMENTS: UNREALIZED GAIN ON SWAP MARKET VALUE -2,301,990. COST OF GOODS SOLD 24,813. PART XIII, LINE 4B - OTHER ADJUSTMENTS: FINANCIAL AID 15,413,929. CAPITAL CAMPAIGN EXPENSES 3,817,554. PART VII, INVESTMENTS - OTHER SECURITIES: THE INFORMATION DISCLOSED IN SCHEDULE D, PART VII CONFORMS TO THE VALUATION CONVENTIONS PRESCRIBED BY STATEMENT OF FINANCIAL ACCOUNTING STANDARD ("SFAS") NO. 157, FAIR VALUE MEASUREMENT, IN EFFECT AT THE ACADEMY'S FISCAL YEAR ENDING JUNE 30, 2011. THE AMOUNTS IN COLUMN (B), BOOK VALUE, ARE THOSE MARKET VALUES DISCLOSED AS LEVEL 2 AND LEVEL 3 INVESTMENTS IN THE ACADEMY'S 2011 AUDITED FINANCIAL STATEMENTS, EXCEPT THAT AMOUNTS ASSOCIATED WITH THE ACADEMY'S FACULTY MORTGAGE PROGRAM ARE SEPARATELY DISCLOSED AS COMPONENTS OF THE AMOUNTS ON LINES 5 AND LINE 7 OF FORM 990, PART X, BALANCE SHEET. DOMESTIC AND INTERNATIONAL EQUITIES IN SCHEDULE D, PART VII REPRESENT OWNERSHIP INTERESTS IN PRIVATE INVESTMENT PARTNERSHIPS THE CHARACTERISTICS OF WHICH CLOSELY RESEMBLE THESE CLASSES OF ASSETS, AND NOT SHARES OF PUBLICLY TRADED EQUITIES. 1 1 1 1 1 1 1 0 0 0 0 0 0 0 0 1 0 1 EXPLANATION OF NONDISCRIMINATORY POLICY PUBLICATION SCHEDULE E, PART I, LINE 3 PHILLIPS ACADEMY'S NON-DISCRIMINATION POLICY IS STATED ON PAGE 1 OF THE 2010 - 2011 SCHOOL CATALOG. THE TEXT OF THIS NOTICE IS AS FOLLOWS: PHILLIPS ACADEMY ADMITS STUDENTS OF ANY GENDER, RACE, COLOR, HANDICAPPED STATUS, SEXUAL ORIENTATION, RELIGION, AND NATIONAL AND ETHNIC ORIGIN TO ALL THE RIGHTS, PRIVILEGES, PROGRAMS, AND ACTIVITIES GENERALLY ACCORDED OR MADE AVAILABLE TO STUDENTS AT THE SCHOOL. IT DOES NOT DISCRIMINATE ON THE BASIS OF GENDER, RACE, COLOR, HANDICAPPED STATUS, SEXUAL ORIENTATION, RELIGION, OR NATIONAL AND ETHNIC ORIGIN IN ADMINISTRATION OF ITS EDUCATIONAL POLICIES, ADMISSION POLICIES, SCHOLARSHIP AND LOAN PROGRAMS, AND ATHLETIC AND OTHER SCHOOL-ADMINISTERED PROGRAMS. EXPLANATION OF GOVERNMENT FINANCIAL ASSISTANCE SCHEDULE E, PART I, LINE 6 STATE: ADDISON GALLERY, MASSACHUSETTS CULTURAL COUNCIL: $8,460 TOTAL GOVERNMENT CONTRIBUTIONS (GRANTS): $8,460 EAST ASIA AND THE PACIFIC 0 0 FUNDRAISING NOT APPLICABLE 55397 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 FUNDRAISING NOT APPLICABLE 7587 CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 150552581 NORTH AMERICA 0 0 INVESTMENTS 673031449 0 0 0 0 0 0 823647014 0 823647014 1 0 1 1 1 0 OTHER INFORMATION SCHEDULE F, PART V THE ACADEMY SOLICITS CHARITABLE CONTRIBUTIONS FROM ALUMNI LOCATED OUTSIDE OF THE UNITED STATES. THE PROGRAM ELEMENTS CONSIST OF MAJOR GIFT OFFICER TRAVEL, FACULTY TRAVEL, HEAD OF SCHOOL AND SENIOR ADMINISTRATOR TRAVEL TO EUROPE, AFRICA AND ASIA. THE ACTIVITY CONSISTS OF ONE-ON-ONE VISITS, LEADERSHIP GIFT RECEPTIONS, DINNERS AND CONFERENCES. AREAS VISITED IN THE CURRENT REPORTING PERIOD WERE CHINA, ENGLAND, INDONESIA, KOREA, AND SINGAPORE. X X X X X X 1 MARTS & LUNDY 1200 WALL ST LYNDHURST NJ 07071 CONSULTING 0 0 11265 0 TARGET ANALYSIS GROUP 2 CANAL PARK CAMBRIDGE MA 02141 CONSULTING 0 0 5000 0 16265 MA ME 1 TOWN OF ANDOVER 36 BARTLETT STREET ANDOVER MA 01810 046001069 158979 FMV SEE PART IV 1 0 TUITION REMISSION 9-MONTH PROGRAM 499 14992100 FMV TUITION REMISSION 9-MONTH PROGRAM OTHER AID TO 9-MONTH PROGRAM STUDENTS 499 291837 764992 FMV SEE PART IV TUITION REMISSION FACULTY CHILDREN OFF CAMPUS 4 95445 FMV SEE PART IV TUITION REMISSION SUMMER SESSION 84 426290 FMV TUITION REMISSION SUMMER SESSION PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: MOST AID TO ACADEMY STUDENTS IS IN-KIND IN THE FORM OF TUITION REMISSION AND PAYMENT OF MANDATORY AND OTHER ACADEMY FEES. OTHER NON-CASH AID DISCLOSED IN SCHEDULE I, PART III IS MONITORED THROUGH THE USE OF THE ACADEMY'S STUDENT DEBIT CARD OR STORE VOUCHERS, WHICH ARE RECEIPTED. CASH GRANTS IN PART III ARE STUDENT STIPENDS AND ARE DISBURSED DIRECTLY TO STUDENT BANK ACCOUNTS OR ARE PROVIDED DIRECTLY BY THE ACADEMY'S FINANCIAL AID OFFICE AS NEEDED. OTHER INFORMATION: PART IV: PART II: UNDER THE TERMS OF AN AGREEMENT BETWEEN THE ACADEMY AND THE TOWN OF ANDOVER (THE "TOWN"), THE ACADEMY MAKES AN ANNUAL VOLUNTARY CONTRIBUTION TO THE TOWN. THE PAYMENT IS NOT RESTRICTED TO ANY PARTICULAR USE BY THE TOWN AND IS MADE WITHOUT CONSIDERATION OF THE TAX STATUS OF ACADEMY PROPERTY. PART III: STATED IN THE ACADEMY'S CONSTITUTION OF 1778, AND REAFFIRMED IN ITS STATEMENT OF PURPOSE, THE SCHOOL IS CHARGED TO EDUCATE "YOUTH FROM EVERY QUARTER". THE ACADEMY PROVIDES ALL ASSISTANCE ON A NON-DISCRIMINATORY BASIS AND IN FURTHERANCE OF THE OBJECTIVE OF ATTRACTING A DIVERSE STUDENT BODY. A TOTAL OF 499 STUDENTS RECEIVED SOME COMPONENT OF THE TOTAL AID DISCLOSED ON LINES 1 AND 2 OF PART III. OTHER NON-CASH ASSISTANCE TO 9-MONTH PROGRAM STUDENTS CONSISTS OF STUDENT TRAVEL TO AND FROM CAMPUS, SPECIALIZED INSTRUCTION AND TUTORING TO INCLUDE MUSIC GRANTS, TECHNOLOGY, TEXTBOOKS, COLLEGE APPLICATIONS, MEDICAL EXPENSES, CLOTHING, LAUNDRY SERVICE, PHONE, ATHLETIC EQUIPMENT, SCHOOL SUPPLIES AND MISCELLANEOUS PERSONAL EXPENSES. X X X X 0 1 X X X X X 0 0 0 0 0 0 0 1 0 BARBARA L CHASE 336495 0 0 0 16500 0 119463 0 47469 0 519927 0 0 0 STEPHEN D CARTER 221247 0 15000 0 0 0 27400 0 46674 0 310321 0 0 0 AMY C FALLS 387385 0 150000 0 0 0 28646 0 102 0 566133 0 0 0 PETER R RAMSEY 274940 0 0 0 0 0 28646 0 52332 0 355918 0 0 0 TEMBA T MAQUBELA 201828 0 0 0 0 0 22937 0 86914 0 311679 0 0 0 REBECCA M SYKES 197436 0 2000 0 0 0 22299 0 48937 0 270672 0 0 0 JANE F FRIED 186512 0 5000 0 0 0 22430 0 59003 0 272945 0 0 0 BRIAN T ALLEN 169106 0 0 0 0 0 18886 0 7871 0 195863 0 0 0 MICHAEL R REIST 156235 0 50000 0 0 0 23511 0 102 0 229848 0 0 0 DAVID A FLASH 170856 0 0 0 0 0 18914 0 30082 0 219852 0 0 0 CHRISTINE M ADAMS 165438 0 0 0 0 0 18225 0 102 0 183765 0 0 0 BARBARA D GROSS 159995 0 0 0 0 0 18389 0 17598 0 195982 0 0 0 RICHARD J KELLER 149535 0 0 0 0 0 16688 0 44087 0 210310 0 0 0 PART I, LINE 1A WHILE THE ACADEMY DOES NOT HAVE A WRITTEN EXPENSE REIMBURSEMENT POLICY, COMPTROLLER'S OFFICE PERSONNEL REVIEW EACH EXPENSE REIMBURSEMENT REQUEST FOR COMPLIANCE WITH IRS REQUIREMENTS FOR ACCOUNTABLE PLANS BEFORE THE REQUESTOR IS REIMBURSED FOR THE EXPENSE. DISCRETIONARY SPENDING ACCOUNTS: ALL OF THE OFFICERS AND KEY EMPLOYEES LISTED ON SCHEDULE J, PART II HAVE BUDGETARY CONTROL OF THEIR RESPECTIVE DEPARTMENTS, ALL WHICH CONTAIN A SMALL DISCRETIONARY COMPONENT OR CONTINGENCY WHICH THEY MAY SPEND AT THEIR DISCRETION. THE BOARD OF TRUSTEES APPROVES THE ACADEMY BUDGET AND REVIEWS ALL BUDGET-TO-ACTUAL SPENDING. SUCH SPENDING, IF ANY, IS NOT TAXABLE COMPENSATION. HOUSING ALLOWANCE OR RESIDENCE FOR PERSONAL USE: BARBARA L. CHASE, STEPHEN D. CARTER, REBECCA M. SYKES, TEMBA T. MAQUBELA, JANE F. FRIED, AND RICHARD J. KELLER RECEIVED HOUSING AS A CONDITION OF EMPLOYMENT FOR THE CONVENIENCE OF THE EMPLOYER. THE ACADEMY HAS VALUED HOUSING AT 5% OF THE APPRAISED VALUE OF THE HOME AS DETERMINED BY THE ASSESSOR'S OFFICE OF THE TOWN OF ANDOVER, MASSACHUSETTS, WHERE THE ACADEMY IS LOCATED. SUCH AMOUNTS ARE NOT TAXABLE COMPENSATION. HEALTH OR SOCIAL CLUB DUES OR INITIATION FEES: MRS. CHASE TRAVELS GLOBALLY ON ACADEMY BUSINESS. ANNUALLY THE ACADEMY PAYS $500 FOR MRS. CHASE'S MEMBERSHIP IN AN AIRLINE FLIGHT CLUB. THIS AMOUNT IS NOT TAXABLE COMPENSATION. PERSONAL SERVICES: THE HEAD OF SCHOOL, MRS. CHASE'S RESIDENCE IS USED THROUGHOUT THE YEAR FOR NUMEROUS FUNDRAISING EVENTS, PARTIES, MEETINGS AND OTHER ACADEMY-RELATED GATHERINGS. A HOUSEKEEPER SPENDS APPROXIMATELY 10 HOURS PER WEEK CLEANING THE RESIDENCE. NO TAXABLE COMPENSATION IS ASSOCIATED WITH THIS SERVICE. PART I, LINE 7 MS. CHASE RECEIVED A NON-FIXED PAYMENT RECOMMENDED BY THE PRESIDENT OF THE BOARD OF TRUSTEES UNDER THE TERMS OF A DEFERRED COMPENSATION AGREEMENT. THE COMPENSATION COMMITTEE APPROVED THE PAYMENT. MR. CARTER, MS. FALLS, MS. SYKES, MS. FRIED, AND MR. REIST RECEIVED NON-FIXED PAYMENTS APPROVED BY THE COMPENSATION COMMITTEE. MA DEVELOPMENT FINANCE AGENCY 043431814 57583RD69 2008-12-17 40540096 SEE PART V 0 0 0 MA DEVELOPMENT FINANCE AGENCY 043431814 57583FL25 2003-02-04 59910000 SEE PART V 0 0 0 40540096 538442 40001654 2009 0 0 1 1 59910000 39224516 671812 20013672 2003 0 0 1 1 0 0 1 0 1 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0 1 0 1 1 MORGAN STANLEY BANK OF NY MELLON 22.200000000000 0 0 0 0 1 PART I: IN DECEMBER, 2008, THE MASSACHUSETTS DEVELOPMENT FINANCE AGENCY ("MDFA") ISSUED REVENUE BONDS, PHILLIPS ACADEMY ISSUE, SERIES 2008 (THE "2008 BONDS") IN THE AGGREGATE PRINCIPAL AMOUNT OF $38.61 MILLION AT A PREMIUM OF $1.93 MILLION FROM WHICH THE ACADEMY RECOGNIZED TOTAL PROCEEDS UPON ISSUANCE OF $40.54 MILLION. THE ACADEMY USED THE PROCEEDS NET OF $538 THOUSAND OF CAPITALIZED ISSUANCE COSTS TO FINANCE REPAIRS, MAINTENANCE AND IMPROVEMENTS TO THE ACADEMY'S PHYSICAL PLANT. IN FEBRUARY, 2003, THE MASSACHUSETTS DEVELOPMENT FINANCE AGENCY ("MDFA") ISSUED VARIABLE RATE DEMAND REVENUE BONDS, TRUSTEES OF PHILLIPS ACADEMY ISSUE, SERIES 2003 (THE "2003 BONDS") IN THE AGGREGATE PRINCIPAL AMOUNT OF $59.91 MILLION. $39.23 MILLION OF THE PROCEEDS FROM THE 2003 BONDS WERE USED TO ADVANCE REFUND $35 MILLION OF MASSACHUSETTS INDUSTRIAL FINANCE AGENCY BONDS ISSUED IN 1993. THE REMAINING PROCEEDS WERE USED TO FINANCE REPAIRS, MAINTENANCE AND IMPROVEMENTS TO THE ACADEMY'S PHYSICAL PLANT. BARBARA L CHASE HOME MORTGAGE X 373500 205375 0 1 1 PETER R RAMSEY HOME MORTGAGE X 200000 66000 0 1 1 REBECCA M SYKES HOME MORTGAGE X 276400 140524 0 1 1 TEMBA T MAQUBELA LOAN & COMPUTER LOAN X 64882 38562 0 1 1 JANE F FRIED COMPUTER LOAN X 1100 764 0 1 1 BRIAN T ALLEN HOME MORTGAGE X 99000 95685 0 1 1 546910 INTERESTED PERSONS TUITION REMISSION 59160 DAVID W CHASE FAMILY MEMBER OF BARBARA L. CHASE, TRUSTEE AND HEAD OF SCHOOL 119477 SEE BELOW 0 VUYELWA M MAQUBELA FAMILY MEMBER OF TEMBA T. MAQUBELA, KEY EMPLOYEE 89349 SEE BELOW 0 ELWIN SYKES FAMILY MEMBER OF REBECCA M. SYKES, KEY EMPLOYEE 88961 SEE BELOW 0 PART II: LOANS LISTED IN PART II OF SCHEDULE L ARE COMPRISED PRIMARILY OF LOANS UNDER THE ACADEMY'S FACULTY MORTGAGE PROGRAM, AVAILABLE TO ALL QUALIFIED FACULTY AFTER SIX YEARS OF SERVICE. THE PROGRAM INTEREST RATE IS RE-SET ANNUALLY BASED UPON THE TEN-YEAR U.S. TREASURY NOTE'S EFFECTIVE YIELD AT JUNE 20. THE TOTAL FACULTY MORTGAGE PROGRAM BALANCE AT JUNE 30, 2011 WAS $1,222,671 RECEIVABLE FROM 10 PROGRAM PARTICIPANTS, OF WHICH $546,043 APPEARS ON LINE 5 OF PART X, RECEIVABLES FROM CURRENT AND FORMER OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES, AND HIGHEST COMPENSATED EMPLOYEES. THE BALANCE, $676,628 IS ON LINE 7 OF PART X. TWO OTHER INDIVIDUALS HAVE LOANS WHICH WERE APPROVED BY THE COMPENSATION COMMITTEE AND/OR THE BOARD OF TRUSTEES. ALSO INCLUDED IN PART II, SCHEDULE L ARE BALANCES DUE UNDER THE FACULTY COMPUTER LOAN PROGRAM TOTALING $867 - THIS PROGRAM ISSUES NON-INTEREST BEARING LOANS IN THE MAXIMUM AMOUNT OF $5,000, REPAYABLE WITHIN 36 MONTHS, TO FACULTY FOR THE PURCHASE OF PERSONAL COMPUTERS. THE ACADEMY IMPUTES INCOME ON ANY BELOW MARKET RATE LOANS IN ACCORDANCE WITH IRS REQUIREMENTS. PART IV, COLUMN D: DISCLOSED IN THIS PART FOR FY 11 ARE THREE ACADEMY EMPLOYEES WHO ARE SPOUSES OF CURRENT OFFICERS OR KEY EMPLOYEES OF THE ACADEMY LISTED IN PART VII AND SCHEDULE J. THE COMPENSATION AND BENEFITS OF THESE THREE INDIVIDUALS ARE AUTHORIZED BY THEIR DEPARTMENT SUPERVISORS AND THE ACADEMY'S HUMAN RESOURCES DEPARTMENT. X 29 N/A X 156 3150170 AVG. OF HIGH/LOW PRICE 5 0 1 1 THIRD PARTY USE: PART I, LINE 32B: THE ACADEMY USES A DISCOUNT BROKERAGE TO RECEIVE AND SELL CONTRIBUTIONS OF SECURITIES PRESENTED ON LINE 9 OF SCHEDULE M. NON REPORTING OF REVENUE: PART I, LINE 33: THE ACADEMY REPORTED ZERO VALUE ON FORM 990, PART VIII, STATEMENT OF REVENUE, LINE 1G AS PERMITTED UNDER SFAS 116. IT DOES NOT CAPITALIZE ITS MUSEUM COLLECTIONS. FORM 990, PART I, LINE 6: DURING ITS 2011 FISCAL YEAR APPROXIMATELY 2,400 VOLUNTEERS CONTRIBUTED THEIR TIME TO SUPPORT PHILLIPS ACADEMY IN THE ACCOMPLISHMENT OF ITS MISSION. TRUSTEES PROVIDED GOVERNANCE; FACULTY, STAFF, ALUMNI, PARENTS AND FRIENDS OF THE ACADEMY PARTICIPATED ON MAJOR ACADEMY COMMITTEES; CLASS VOLUNTEERS WERE AGENTS FOR CLASS FUNDRAISING EFFORTS AND CORRESPONDENTS FOR CLASS NOTES; REGIONAL ASSOCIATION VOLUNTEERS THROUGHOUT THE U.S., EUROPE AND ASIA CONDUCTED ADMISSION INTERVIEWS; FUNDRAISING VOLUNTEERS PARTICIPATED IN PHONE-A-THONS AND ASSISTED WITH INDIVIDUAL FUNDRAISING SOLICITATIONS. FORM 990, PART V, LINE 4A: FOR THE CALENDAR YEAR ENDING DECEMBER 31, 2010 THE ACADEMY WAS INVESTED IN NO FOREIGN FINANCIAL ACCOUNTS FOR WHICH IT WAS REQUIRED TO FILE FORM TD F 90-22.1, REPORT OF FOREIGN BANK AND FINANCIAL ACCOUNTS ("FBAR"). FORM 990, PART VI, SECTION A, LINE 2 TRUSTEES PETER L.S. CURRIE AND LOUIS G. ELSON HAVE A RELATIONSHIP IN A BUSINESS ENTITY. THE ACADEMY HAS NO RELATIONSHIP WITH THIS ENTITY. MR. LOUIS G. ELSON'S BROTHER, HARRY, ALSO SERVES ON THE BOARD OF GOVERNORS OF THE ACADEMY'S ADDISON GALLERY OF AMERICAN ART. FORM 990, PART VI, SECTION A, LINE 8B IN ACCORDANCE WITH THE AMENDED AND RESTATED BY-LAWS OF TRUSTEES OF PHILLIPS ACADEMY, ONLY THE EXECUTIVE COMMITTEE HAS THE AUTHORITY TO ACT ON BEHALF OF THE ACADEMY'S GOVERNING BODY, ITS BOARD. THE ACADEMY DOES NOT MAINTAIN MINUTES OF ANY EXECUTIVE COMMITTEE MEETINGS, WHICH ARE RARE, AND GENERALLY CONVENE TO VOTE ON AN ISSUE THAT HAS BEEN DELEGATED TO THIS COMMITTEE BY THE FULL BOARD BECAUSE INSUFFICIENT INFORMATION WAS AVAILABLE AT THE REGULARLY SCHEDULED MEETING OF THE FULL BOARD AND A DECISION IS NEEDED BEFORE THE NEXT SCHEDULED BOARD MEETING. HOWEVER, IF THE EXECUTIVE COMMITTEE UNDERTAKES ANY ACTION, SUCH ACTION IS INCLUDED IN THE MINUTES OF THE NEXT REGULARLY SCHEDULED MEETING OF THE BOARD. THE BOARD MEETS AT LEAST THREE TIMES ANNUALLY. ALL BOARD MINUTES ARE APPROVED BY THE BOARD; THEREFORE, APPROVAL OF SUCH MINUTES CONSTITUTES APPROVAL AND ACCEPTANCE OF ANY ACTIONS TAKEN BY THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE DID NOT MEET IN FISCAL YEAR 2011. FORM 990, PART VI, SECTION B, LINE 11 THE RETURN WAS PREPARED PRIMARILY IN THE ACADEMY'S COMPTROLLER'S OFFICE, REVIEWED INTERNALLY BY TWO SENIOR FINANCIAL MANAGERS, AND WAS THEN CIRCULATED TO CERTAIN OTHER SENIOR ADMINISTRATORS FOR REVIEW AND COMMENT. A DRAFT VERSION OF SELECTED SECTIONS OF THIS FORM 990 WAS PROVIDED TO THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES AT ITS JANUARY, 2012 MEETING FOR PRELIMINARY REVIEW. THE FINAL VERSION OF THIS ENTIRE FORM 990 WAS REVIEWED AND APPROVED BY THE AUDIT COMMITTEE AT ITS APRIL, 2012 MEETING. IMMEDIATELY AFTER THE APRIL AUDIT COMMITTEE MEETING, THIS FORM 990 WAS POSTED TO THE WEB SITE FOR THE BOARD OF TRUSTEES WHERE IT COULD BE VIEWED BY ALL TRUSTEES UNTIL THE FILING DATE OF MAY 15, 2012. ALL TRUSTEES WERE INFORMED ON APRIL 30, 2012 THAT THIS FORM 990 WAS AVAILABLE FOR THEIR REVIEW AT THE WEB SITE. FORM 990, PART VI, SECTION B, LINE 12C THE ACADEMY HAS TWO SEPARATE CONFLICT OF INTEREST POLICIES. ITS POLICY FOR INTERESTED PERSONS ADDRESSES TRANSACTIONS BETWEEN THE ACADEMY AND ANY CURRENT OR FORMER OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES, ANY OTHER PERSON IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE ACADEMY, FAMILY MEMBERS AND OTHER RELATED ENTITIES. THIS POLICY IS DESIGNED TO ELICIT DISCLOSURE OF TRANSACTIONS WHICH WOULD HAVE TO BE INCLUDED IN THE ACADEMY'S FORM 990. AS SUCH, THE THRESHOLDS FOR REPORTING AND DEFINITIONS OF TRANSACTIONS REQUIRED TO BE REPORTED ARE ALIGNED WITH THOSE IN FORM 990. THE ACADEMY ALSO HAS A SECOND POLICY FOR FACULTY, STAFF AND OTHER DECISION MAKERS ACTING ON BEHALF OF THE ACADEMY. WHILE THIS SECOND POLICY ALSO SEEKS TO IDENTIFY AND ADDRESS CONFLICTS, THE INQUIRIES ARE LESS EXTENSIVE THAN THOSE IN THE POLICY FOR INTERESTED PERSONS. ANNUALLY IN THE FALL, THE POLICIES ARE DISTRIBUTED AND ALL RECIPIENTS MUST DISCLOSE IN WRITING ALL POTENTIAL CONFLICTS OF INTEREST. CONFLICTS DISCLOSED ARE ADDRESSED IN ACCORDANCE WITH THE POLICIES, EITHER BY THE TRUSTEE AUDIT COMMITTEE, THE BOARD OF TRUSTEES OR THE CONFLICT OF INTEREST OFFICER, THE ACADEMY'S CHIEF FINANCIAL OFFICER. THE POLICIES CLEARLY STATE THAT ALL RECIPIENTS OF THE POLICY ARE OBLIGED THROUGHOUT THE YEAR TO ABIDE BY ITS TERMS AND TO TAKE NO STEPS TO ENTER INTO ANY TRANSACTION WHICH MIGHT GIVE RISE TO A CONFLICT OF INTEREST WITHOUT FIRST DISCLOSING SUCH TRANSACTION TO AND RECEIVING APPROVAL TO ENTER INTO THE TRANSACTION FROM THE CONFLICT OF INTEREST OFFICER. DURING THE YEAR, IF APPROPRIATE, NEWLY-HIRED PERSONNEL ARE REQUIRED TO COMPLETE THE POLICY. DURING THE COURSE OF THE YEAR, IF THE CONFLICT OF INTEREST OFFICER BECOMES AWARE OF POTENTIAL CONFLICTS THROUGH ANY OTHER MEANS, HE INVESTIGATES THE TRANSACTION IN ACCORDANCE WITH THE POLICY AND MAINTAINS RECORDS TO EVIDENCE THE RESULTS OF HIS INVESTIGATION. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION OF THE ACADEMY'S HEAD OF SCHOOL, CHIEF OPERATING AND FINANCIAL OFFICER, AND ITS KEY EMPLOYEES IS REVIEWED AND APPROVED IN ACCORDANCE WITH THE ACADEMY'S AMENDED AND RESTATED COMPENSATION PHILOSOPHY STATEMENT (THE "STATEMENT"), ADOPTED AT A MEETING OF THE ACADEMY'S BOARD OF TRUSTEES IN JANUARY, 2006, WHEREIN THE BOARD DECLARES ITS SUPPORT FOR FULL DISCLOSURE OF ALL EXECUTIVE COMPENSATION AND BENEFITS AS LEGALLY REQUIRED IN IRS FORM 990. THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES IS CHARGED WITH IMPLEMENTING THE PHILOSOPHY AND PRACTICES ARTICULATED IN THE STATEMENT. THE STATEMENT REQUIRES THAT: COMPENSATION FOR ITS SENIOR ADMINISTRATORS BE BASED UPON COMPARISONS WITH COMPENSATION AT PEER INSTITUTIONS; ALL COMPENSATION DECISIONS BE BASED UPON ETHICAL CONSIDERATIONS; ALL PARTICIPATING IN COMPENSATION DECISIONS COMPLETE THE ACADEMY'S CONFLICT OF INTEREST STATEMENT AND RECUSE THEMSELVES FROM PARTICIPATION IF THEY HAVE ANY DIRECT OR INDIRECT FINANCIAL INTEREST WITH THE ACADEMY; ALL ACADEMY COMPENSATION PRACTICES ARE TO BE IN ACCORDANCE WITH APPLICABLE LAWS; AND ALL BOARD MEMBERS AND THOSE ADMINISTRATORS THAT PARTICIPATE IN DETERMINING COMPENSATION FOR THE ACADEMY'S OFFICERS AND KEY EMPLOYEES BE FAMILIAR WITH INTERNAL REVENUE CODE (IRC) SECTION 4958, WHICH IMPOSES INTERMEDIATE SANCTION PENALTIES FOR EXCESS BENEFIT TRANSACTIONS. ANNUALLY, THE COMPENSATION COMMITTEE REPORTS ITS COMPENSATION DECISIONS TO THE FULL BOARD MEMBERSHIP. THE COMPENSATION COMMITTEE REVIEWS AND APPROVES ALL BASE COMPENSATION ARRANGEMENTS EXCEEDING $150,000 A YEAR, EXCLUDING HOUSING, INCLUDING, IN PARTICULAR, THE HEAD OF SCHOOL AND THE CHIEF OPERATING AND FINANCIAL OFFICER. THE COMPENSATION COMMITTEE REVIEWS APPROPRIATE EXECUTIVE COMPENSATION COMPARABILITY DATA INCLUDING SALARY COMPARISON SURVEYS FROM VARIOUS ENTITIES, INCLUDING BUT NOT LIMITED TO; THE NATIONAL ASSOCIATION OF INDEPENDENT SCHOOLS (NAIS), THE ASSOCIATION OF BUSINESS OFFICERS OF PREPARATORY SCHOOLS (ABOPS), OTHER INSTITUTIONS' CURRENT 990S, COLLEGE AND UNIVERSITY PERSONNEL ASSOCIATION (CUPA) AND SUMMARIES OF SURVEYS RECEIVED BY THE ACADEMY IN EXCHANGE FOR ITS PARTICIPATION IN THESE SURVEYS. THE COMPENSATION COMMITTEE CONFIRMS WITH THE BOARD THAT FORMAL AND TIMELY PERFORMANCE REVIEWS ARE COMPLETED FOR ALL SENIOR ADMINISTRATORS. THE COMPENSATION COMMITTEE PREPARES AND APPROVES MINUTES OF EACH MEETING, INCLUDING: TERMS AND DATE OF APPROVED COMPENSATION, COMMITTEE MEMBERS PRESENT AND VOTING, THE COMPARABILITY DATA AND THEIR SOURCES AND THE RATIONALE FOR DECISIONS MADE. FORM 990, PART VI, SECTION C, LINE 19 THE ACADEMY DOES NOT GENERALLY MAKE ITS GOVERNING DOCUMENTS AND ITS CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. IT WILL FURNISH ITS FINANCIAL STATEMENTS UPON REQUEST, EITHER VIA EMAIL OR IN HARD COPY THROUGH THE MAIL. FORM 990, PART VI, LINE 1A: THE PHILLIPS ACADEMY BOARD OF TRUSTEES HAS FIFTEEN CHARTER TRUSTEES, IDENTIFIED AS MEMBERS OF THE CORPORATION IN THE AMENDED AND RESTATED BY-LAWS OF THE TRUSTEES OF PHILLIPS ACADEMY, AND SIX ALUMNI TRUSTEES. CHARTER TRUSTEES HAVE FULL VOTING PRIVILEGES. ALUMNI TRUSTEES VOTE ON ALL MATTERS EXCEPT THE ELECTIONS OF MEMBERS OF THE CORPORATION, OFFICERS OF THE CORPORATION, AND THE HEAD OF SCHOOL. THE TRUSTEE BY-LAWS EMPOWER THE CORPORATION TO APPOINT AN EXECUTIVE COMMITTEE WITH ALL OF THE POWERS OF THE TRUSTEES EXCEPT AS SPECIFICALLY LIMITED BY THE BOARD. THE EXECUTIVE COMMITTEE IS COMPRISED OF THE BOARD PRESIDENT, THE HEAD OF SCHOOL AND CHAIRPERSONS OF EACH OF THE OTHER STANDING COMMITTEES OF THE BOARD. THE COMMITTEE HAS BEEN DELEGATED ALL OF THE POWERS OF THE TRUSTEES IN CIRCUMSTANCES WHERE THE ENTIRE BOARD IS UNABLE TO CONVENE TO RENDER A DECISION. THE EXECUTIVE COMMITTEE DID NOT MEET DURING THE ACADEMY'S 2011 FISCAL YEAR. FORM 990, PART VI, LINE 14: THE ORGANIZATION CHECKED 'NO' TO THIS QUESTION ON ITS FORM 990 BECAUSE THIS POLICY HAD NOT BEEN FORMALLY ADOPTED BY THE BOARD OR BY AN AUTHORIZED COMMITTEE OF THE BOARD AS OF JUNE 30, 2011. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 83,922,255. CHANGE IN VALUE OF SPLIT-INTEREST AGREEMENTS 1,922,261. UNREALIZED GAIN ON SWAP MARKET VALUE 2,301,990. TOTAL TO FORM 990, PART XI, LINE 5: 88,146,506. CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST IL N/A T 371834 0.97000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST FL N/A T 120747 0.92000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 413888 0.83000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 76114 0.83000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST GA N/A T 70850 0.82000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST NY N/A T 721181 0.81000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 67941 0.80000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 64184 0.80000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 64651 0.80000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 76201 0.80000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 54898 0.80000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST NY N/A T 117514 0.78000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST IL N/A T 1022887 0.76000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 150018 0.73000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST NC N/A T 1532183 0.64000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 123042 0.64000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 99008 0.62000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST VA N/A T 348211 0.60000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 309237 0.60000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 687183 0.59000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 151772 0.57000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 778554 0.56000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 87245 0.56000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 310991 0.56000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST NY N/A T 308252 0.53000 CHARITABLE REMAINDER TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST MA N/A T 28641 0.57000 CHARITABLE LEAD TRUST 180 MAIN STREET ANDOVER MA 01810 CHARITABLE TRUST FL N/A T 227721 1.00000 CHARITABLE LEAD TRUST 180 MAIN STREET ANDOVER MA 01810 047004847 CHARITABLE TRUST MA N/A T 4708400 1.00000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 CHARITABLE LEAD TRUST - RECEIPT OF TRUST DISTRIBUTIONS R 361744 PART IV: THE ACADEMY IS REQUIRED TO DISCLOSE THOSE TRUSTS FOR WHICH IT HAS A GREATER THAN 50% BENEFICIAL INTEREST. THE ACADEMY IS REMAINDER BENEFICIARY OF 25 TRUSTS IN WHICH THE PRESENT VALUE OF ITS RESIDUAL INTEREST EXCEEDS 50% OF THE CURRENT VALUE OF EACH TRUST'S ASSETS. ALSO DISCLOSED ARE THE ACADEMY'S LEAD INTERESTS IN TWO OTHER TRUSTS, THE PRESENT VALUE OF WHICH EXCEEDS THE VALUE OF THE TRUSTS' ASSETS AT JUNE 30, 2011. THE ACADEMY RECEIVES ANNUAL DISTRIBUTIONS UNDER THE TERMS OF THE TWO LEAD TRUSTS. ACTUAL TRUST NAMES HAVE BEEN OMITTED TO PROTECT THE PRIVACY OF THE CONTRIBUTORS. SUCH INFORMATION IS AVAILABLE TO THE IRS UPON REQUEST.