Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation
Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0052
2010
For calendar year 2010, or tax year beginning 01-01-2010 , and ending 12-31-2010
G
Check all that apply:
Name of foundation
DILLON FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 6368   Room/suite
City or town, state, and ZIP code
LINCOLN, NE68506
A Employer identification number

91-1805591
B Telephone number (see page 10 of the instructions)

C bullet
D 1. bullet
H Check type of organization:
2. bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$27,905,954J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 49,730
2 Check bullet
3 Interest on savings and temporary cash investments 156,112 156,112  
4 Dividends and interest from securities...... 317,815 317,815  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 935,292
b Gross sales price for all assets on line 6a 935,292
7 Capital gain net income (from Part IV, line 2)... 935,292
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)....... Click to see attachment 833 833  
12 Total. Add lines 1 through 11........ 1,459,782 1,410,052  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 23,000 6,000   17,000
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 2,456      
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see page 14 of the instructions) Click to see attachment 5,207 1,935    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 80,339 80,127    
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 111,002 88,062   17,000
25 Contributions, gifts, grants paid........ 1,100,301 1,100,301
26 Total expenses and disbursements. Add lines 24 and 25 1,211,303 88,062   1,117,301
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 248,479
b Net investment income (if negative, enter -0-) 1,321,990
c Adjusted net income (if negative, enter -0-)...  
For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.
Cat. No. 11289X Form 990-PF (2010)
Form 990-PF (2010)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 351,662 127,140 127,140
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see page 15 of the
instructions)....................      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 20,687,985 Click to see attachment21,164,258 27,778,814
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 21,039,647 21,291,398 27,905,954
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)..........   0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 21,039,647 21,291,398
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 21,039,647 21,291,398
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 21,039,647 21,291,398
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 21,039,647
2 Enter amount from Part I, line 27a...................... 2 248,479
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 3,272
4 Add lines 1, 2, and 3.......................... 4 21,291,398
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.. 6 21,291,398
Form 990-PF (2010)
Form 990-PF (2010)
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.)
1a
b
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a
b
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
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 935,292
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 pages 13 and 17 of the instructions).
If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2009 1,353,825 22,411,456 0.060408
2008 1,563,589 27,218,758 0.057445
2007 1,443,609 31,760,725 0.045453
2006 1,405,697 29,030,653 0.048421
2005 1,323,442 28,199,089 0.046932
2 Total of line 1, column (d) ...................... 2 0.258659
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.051732
4 Enter the net value of noncharitable-use assets for 2010 from Part X, line 5..... 4 25,239,343
5 Multiply line 4 by line 3....................... 5 1,305,682
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 13,220
7 Add lines 5 and 6......................... 7 1,318,902
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,117,301
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions on page 18.
Form 990-PF (2010)
Form 990-PF (2010)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A” on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 26,440
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2............................ 3 26,440
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 26,440
6 Credits/Payments:
a 2010 estimated tax payments and 2009 overpayment credited to 2010 6a 12,007
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 12,007
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 14,433
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2011 estimated taxBullet0 Refunded Bullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?.............................
1b
 
No
If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
     
    No
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see page 19 of the
    instructions)bullet
    b
    If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2010 or the taxable year beginning in 2010 (see instructions for Part XIV on
    page 27)? If “Yes,” complete Part XIV...........................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......
    11
     
    No
    12
    Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletJOSEPH KERRIGAN Telephone no.bullet (402) 441-9818
    Located atbulletPO BOX 6368LINCOLNNE ZIP+4bullet68506
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16
    At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority over
    a bank, securities, or other financial account in a foreign country? .................
    16
     
     
    See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check “No”
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2010?.............
    1c
     
     
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2010, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2010?...............
    If “Yes,” list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business
    enterprise at any time during the year?.....................
    b
    If “Yes,” did it have excess business holdings in 2010 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 2010.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2010?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?
    5b
     
     
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay
    premiums on a personal benefit contract?....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the 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
    JOSEPH KERRIGANClick to see attachment PRES/TREAS
    10.00     		20,000 0 0
    PO BOX 6368
    LINCOLN,NE68506
    DONALD F DILLONClick to see attachment DIRECTOR
    1.00     		1,000 0 0
    PO BOX 6368
    LINCOLN,NE68506
    PATRICK J KERRIGANClick to see attachment VP/SEC/DIREC
    1.00     		1,000 0 0
    PO BOX 6368
    LINCOLN,NE68506
    DAVID B POLICKYClick to see attachment DIRECTOR
    1.00     		1,000 0 0
    PO BOX 6368
    LINCOLN,NE68506
    2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions).
    If none, enter “NONE.”
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet  
    3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet  
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see page 23 of the instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1 N/A  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3...........................bullet  
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see page 24 of the instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    25,234,825
    b
    Average of monthly cash balances.......................
    1b
    388,873
    c
    Fair market value of all other assets (see page 24 of the instructions)............
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    25,623,698
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) ..............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d..........................
    3
    25,623,698
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) ............................
    4
    384,355
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    25,239,343
    6
    Minimum investment return. Enter 5% of line 5...................
    6
    1,261,967
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,261,967
    2a
    Tax on investment income for 2010 from Part VI, line 5......
    2a
    26,440
    b
    Income tax for 2010. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    26,440
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,235,527
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4.............................
    5
    1,235,527
    6
    Deduction from distributable amount (see page 25 of the instructions)...........
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1.................................
    7
    1,235,527
    Part XII
    Qualifying Distributions (see page 25 of the instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    1,117,301
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes................................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    1,117,301
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see page 26 of the instructions)............
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4...............
    6
    1,117,301
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 8
    Part XIII
    Undistributed Income (see page 26 of the instructions)
    (a)
    Corpus     		(b)
    Years prior to 2009     		(c)
    2009     		(d)
    2010
    1 Distributable amount for 2010 from Part XI, line 7 1,235,527
    2 Undistributed income, if any, as of the end of 2010:
    a Enter amount for 2009 only....... 1,100,301
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2010:
    a From 2005.......  
    b From 2006.......  
    c From 2007.......  
    d From 2008.......  
    e From 2009.......  
    fTotal of lines 3a through e.........  
    4Qualifying distributions for 2010 from Part
    XII, line 4: bullet$ 1,117,301
    a Applied to 2009, but not more than line 2a 1,100,301
    b Applied to undistributed income of prior years
    (Election required—see page 26 of the instructions)    		  
    c Treated as distributions out of corpus (Election
    required—see page 26 of the instructions)...     		 
    d Applied to 2010 distributable amount..... 17,000
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2010.    
    (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  
    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 page 27 of the instructions ...     		 
    e Undistributed income for 2009. Subtract line
    4a from line 2a. Taxable amount—see page 27
    of the instructions ...........     		 
    f Undistributed income for 2010. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2011 ..........     		1,218,527
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see page 27
    of the instructions) ...........     		 
    8Excess distributions carryover from 2005 not
    applied on line 5 or line 7 (see page 27 of the
    instructions) .............     		 
    9Excess distributions carryover to 2011.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2006....  
    b Excess from 2007....  
    c Excess from 2008....  
    d Excess from 2009....  
    e Excess from 2010....  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 9
    Part XIV
    Private Operating Foundations (see page 27 of the instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2010, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2010 (b) 2009 (c) 2008 (d) 2007
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ....     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets” alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment” alternative test— enter 2⁄3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support” alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see page 27 of the 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 bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    DILLON FOUNDATIONJOSEPH KERRIGAN
    PO BOX 6368
    LINCOLN,NE68506
    bThe form in which applications should be submitted and information and materials they should include:
    BLANK GRANT APPLICATIONS CAN BE REQUESTED BY WRITING TO THE FOUNDATION AT DILLON FOUNDATION, P.O. BOX 6368, LINCOLN, NE 68506.
    cAny submission deadlines:
    N/A
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    N/A
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    AMERICAN LUNG ASSOCIATION
    8990 WEST DODGE RD SUITE
    OMAHA,NE68114     		NONE 501(C)3 PROGRAM 5,000
    BLESSED SACRAMENT SCHOOL
    2500 SOUTH 17TH STREET
    LINCOLN,NE68502     		NONE 501(C)3 CAPITAL IMPROVEMENTS 21,000
    BRIGHT LIGHTS INC
    5561 SOUTH 48TH STREET
    LINCOLN,NE68516     		NONE 501(C)3 PROGRAM 10,000
    PROJECT KINDLE
    PO BOX 81147
    LINCOLN,NE68501     		NONE 501(C)3 PROGRAM 10,000
    CHILD GUIDENCE CENTER
    2444 O STREET
    LINCOLN,NE68510     		NONE 501(C)3 CAPITAL IMPROVEMENTS 25,000
    CHRISTIAN HERITAGE CHILDR
    14880 OLD CHENEY ROAD
    WALTON,NE68461     		NONE 501(C)3 CAPITAL IMPROVEMENTS 10,000
    LINCOLN CITY LIBRARY FOUN
    136 SOUTH 14TH STREET
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 5,200
    LINCOLN MUNICIPAL BAND
    315 SOUTH 9TH STREET SU
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 3,000
    LINCOLN PARKS AND RECREAT
    2740 A STREET
    LINCOLN,NE68502     		NONE 501(C)3 CAPITAL IMPROVEMENTS 5,000
    MEADOWLARK MUSIC FESTIVAL
    201 NORTH 8TH STREET 210
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 5,000
    NEBRASKA CHILDREN'S HOME
    4939 SOUTH 118TH STREET
    OMAHA,NE68137     		NONE 501(C)3 PROGRAM 10,000
    SAINT THOMAS AQUINAS CHUR
    320 NORTH 16TH
    LINCOLN,NE68508     		NONE 501(C)3 CAPITAL IMPROVEMENTS 15,000
    RESPECT2
    820 SOUTH 75TH STREET
    OMAHA,NE68114     		NONE 501(C)3 PROGRAM 2,500
    SCHOOL SISTERS OF CHRIST
    4100 SW 56TH STREET
    LINCOLN,NE68522     		NONE 501(C)3 CAPITAL IMPROVEMENTS 25,000
    SIENAFRANCIS HOUSE
    1702 NICHOLAS STREET
    OMAHA,NE68102     		NONE 501(C)3 PROGRAM 15,000
    SISTERS OF ST FRANCIS
    2862 WEST 52ND AVENUE
    DENVER,CO80221     		NONE 501(C)3 CAPITAL IMPROVEMENTS 10,000
    AUDUBON NEBRASKA
    PO BOX 117
    DENTON,NE68339     		NONE 501(C)3 PROGRAM 15,000
    ST AGNES ACADEMY FOUNDAT
    1104 CHEYENNE AVENUE
    ALLIANCE,NE69301     		NONE 501(C)3 CAPITAL IMPROVEMENTS 32,000
    SAINT JAMES SCHOOL
    525 EAST 14TH STREET
    CRETE,NE68333     		NONE 501(C)3 CAPITAL IMPROVEMENTS 3,000
    ST JOHN THE APOSTLE SCHO
    7601 VINE
    LINCOLN,NE68505     		NONE 501(C)3 CAPITAL IMPROVEMENTS 11,300
    ST TERESA'S SCHOOL
    616 SOUTH 36TH STREET
    LINCOLN,NE68510     		NONE 501(C)3 CAPITAL IMPROVEMENTS 8,850
    TABITHA
    4720 RANDOLPH STREET
    LINCOLN,NE68510     		NONE 501(C)3 PROGRAM 40,000
    UTA HALEE GIRLS VILLAGE
    10625 CALHOUN ROAD
    OMAHA,NE68112     		NONE 501(C)3 PROGRAM 10,000
    REGIS UNIVERSITY
    3333 REGIS BOULEVARD
    DENVER,CO80221     		NONE 501(C)3 PROGRAM 50,000
    DOANE COLLEGE
    1014 BOSWELL
    CRETE,NE68333     		NONE 501(C)3 PROGRAM 25,000
    ST LEO PARISH
    28290 BEAUMONT ROAD
    BONITA SPRINGS,FL34131     		NONE 501(C)3 PROGRAM 5,000
    HOLY ROSARY CATHOLIC CHUR
    1104 CHEYENNE
    ALLIANCE,NE69301     		NONE 501(C)3 CAPITAL IMPROVEMENTS 10,000
    FOOD BANK OF LINCOLN
    4840 DORIS BAIR CIRCLE
    LINCOLN,NE68504     		NONE 501(C)3 PROGRAM 20,000
    MATT TALBOT KITCHEN
    PO BOX 80935
    LINCOLN,NE68501     		NONE 501(C)3 CAPITAL IMPROVEMENTS 10,000
    PEOPLES CITY MISSION
    PO BOX 80636
    LINCOLN,NE68501     		NONE 501(C)3 PROGRAM 5,000
    SAINT PETER'S CHURCH
    4500 DUXHALL
    LINCOLN,NE68516     		NONE 501(C)3 PROGRAM 2,500
    AMERICAN RED CROSS
    220 OAKCREEK DRIVE
    LINCOLN,NE68501     		NONE 501(C)3 PROGRAM 10,000
    NATIONAL ARBOR DAY FOUNDA
    211 NORTH 12TH STREET
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 15,000
    CASA FOR LANCASTER COUNTY
    210 NORTH 14TH STREET SU
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 15,000
    CATHOLIC CHARITIES OF OMA
    3300 NORTH 60TH STREET
    OMAHA,NE68104     		NONE 501(C)3 PROGRAM 15,000
    CHARLES DREW HEALTH CENTE
    2915 GRANT STREET
    OMAHA,NE68111     		NONE 501(C)3 PROGRAM 5,000
    CHILDREN'S HOSPITAL FOUND
    8401 W DODGE RD SUITE
    OMAHA,NE68114     		NONE 501(C)3 PROGRAM 5,000
    CURE ALZHEIMER'S FUND
    34 WASHINGTON STREET SUI
    WELLESLEY HILLS,MA02481     		NONE 501(C)3 PROGRAM 10,000
    DIOCESE OF LINCOLN
    PO BOX 80328
    LINCOLN,NE68501     		NONE 501(C)3 PROGRAM 6,500
    DURHAM WESTERN HERITAGE M
    801 SOUTH 10TH STREET
    OMAHA,NE68108     		NONE 501(C)3 PROGRAM 15,000
    EPS PREGNANCY SERVICES
    6220 MAPLE STREET
    OMAHA,NE68104     		NONE 501(C)3 CAPITAL IMPROVEMENTS 19,000
    FRIENDSHIP HOME OF LINCOL
    POBOX 85358
    LINCOLN,NE68501     		NONE 501(C)3 PROGRAM 25,000
    GIRL SCOUTS SPIRIT OF NEB
    1701 SOUTH 17TH STREET
    LINCOLN,NE68502     		NONE 501(C)3 PROGRAM 20,000
    GREAT PLAINS TRAILS NETWO
    5000 NORTH 7TH STREET
    LINCOLN,NE68521     		NONE 501(C)3 CAPITAL IMPROVEMENTS 5,000
    HAYDON ART CENTER
    335 NORTH 8TH STREET
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 10,000
    HOLY NAME SCHOOL
    2901 FONTENELLE BLVD
    OMAHA,NE68104     		NONE 501(C)3 CAPITAL IMPROVEMENTS 9,300
    LINCOLN SYMPHONY ORCHESTR
    233 SOUTH 13TH ST SUIT
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 15,000
    MADONNA SCHOOL
    6402 NORTH 71 PLAZA
    OMAHA,NE68104     		NONE 501(C)3 PROGRAM 10,000
    NEBRASKA BRASS
    315 SOUTH 9TH STREET SUI
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 1,500
    NEBRASKA HUMANITIES COUNC
    215CENTENNIAL MALL SOUTH
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 10,000
    NEBRASKA JAZZ ORCHESTRA
    315 SOUTH 9TH STREET SUI
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 3,000
    NEW CASSEL FOUNDATION
    900 NORTH 90TH STREET
    OMAHA,NE68114     		NONE 501(C)3 PROGRAM 5,000
    OMAHA STREET SCHOOL
    3223 NORTH 45TH
    OMAHA,NE68104     		NONE 501(C)3 PROGRAM 10,000
    ONEWORLD COMMUNITY HEALTH
    4920 SOUTH 30TH STREET
    OMAHA,NE68107     		NONE 501(C)3 PROGRAM 10,000
    OPPORTUNITY INTERNATIONAL
    2122 YORK ROAD SUITE 150
    OAK BROOK,IL60523     		NONE 501(C)3 PROGRAM 15,000
    OUR LADY OF GOOD COUNSEL
    7303 NORTH 112TH
    WAVERLY,NE68462     		NONE 501(C)3 PROGRAM 12,000
    PHEASANTS FOREVER INC
    PO BOX 6592
    LINCOLN,NE68506     		NONE 501(C)3 PROGRAM 1,000
    PIUS X FOUNDATION
    6000 A STREET
    LINCOLN,NE68510     		NONE 501(C)3 CAPITAL IMPROVEMENTS 40,000
    SAINT ELIZABETH FOUNDATIO
    6900 L STREET SUITE 100
    LINCOLN,NE68510     		NONE 501(C)3 CAPITAL IMPROVEMENTS 25,000
    SAINT MICHAEL'S CHURCH
    9230 FIRST STREET
    LINCOLN,NE68526     		NONE 501(C)3 CAPITAL IMPROVEMENTS 20,000
    ST PETER'S SCHOOL
    4500 DUXHALL DRIVE
    LINCOLN,NE68516     		NONE 501(C)3 CAPITAL IMPROVEMENTS 25,000
    SHELDON ART GALLERY
    UNIVERSITY OF NEBRASKA AT
    LINCOLN,NE68588     		NONE 501(C)3 PROGRAM 30,000
    UNITED WAY OF LINCOLN-LAN
    238 SOUTH 13TH STREET
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 15,000
    KEVIN O'CONNOR SCHOLARSHI
    PO BOX 4070
    OMAHA,NE68104     		NONE 501(C)3 PROGRAM 10,000
    NEBRASKA STATE HISTORICAL
    128 N 13TH STREET 1010
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 10,000
    SALVATION ARMY
    2625 POTTER
    LINCOLN,NE68503     		NONE 501(C)3 PROGRAM 10,000
    TEAMMATES
    6801 O STREET
    LINCOLN,NE68510     		NONE 501(C)3 PROGRAM 30,000
    CATHOLIC SOCIAL SERVICES
    2241 O STREET
    LINCOLN,NE68510     		NONE 501(C)3 PROGRAM 10,000
    U S O
    PO BOX 96860
    WASHINGTON,DC200777677     		NONE 501(C)3 PROGRAM 2,000
    UNIVERSITY OF NEBRASKA FO
    1010 LINCOLN MALL SUIT
    LINCOLN,NE68508     		NONE 501(C)3 PROGRAM 100,000
    DIOCESE OF LINCOLN
    PO BOX 80328
    LINCOLN,NE68501     		NONE 501(C)3 PROGRAM 10,500
    LINCOLN PUBLIC SCHOOLS FO
    5901 O STREET
    LINCOLN,NE68510     		NONE 501(C)3 PROGRAM 25,000
    LANCASTER COUNTY MEDICAL
    4600 VALLEY RD SUITE 2
    LINCOLN,NE68510     		NONE 501(C)3 PROGRAM 10,000
    SAINT JOSEPH 'S SCHOOL
    1940 SOUTH 77TH STREET
    LINCOLN,NE68506     		NONE 501(C)3 PROGRAM 10,000
    CATHOLIC FOUNDATION OF LI
    PO BOX 80328
    LINCOLN,NE68510     		NONE 501(C)3 PROGRAM 16,151
    Total .................................bullet 3a 1,100,301
    bApproved for future payment
    Total ..................................bullet 3b  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See page 28 of
    the instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3Interest on savings and temporary cash investments     14 156,112  
    4 Dividends and interest from securities....     14 317,815  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8Gain or (loss) from sales of assets other than inventory     18 935,292  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aSECURITY LITIGATION PROCEEDS     18 833  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   1,410,052  
    13Total. Add line 12, columns (b), (d), and (e)...................
    131,410,052
    (See worksheet in line 13 instructions on page 28 to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See
    page 28 of the instructions.)
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash....................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements............................
    1b(4)
     
    No
    (5) Loans or loan guarantees..............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If “Yes,” complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    SignHere
    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 or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    Signature of officer or trustee Date Title
    PaidPreparersUseOnly Preparer's SignatureBullet Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2010)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    OMB No. 1545-0047
    2010
    Name of organization
    DILLON FOUNDATION
     
    Employer identification number

    91-1805591
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule—
    Special Rules
    ......................... Arrow Bullet   $    
    Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990, or check the box in the heading of its
    Form 990-EZ, or on line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2010)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Page 1 of 1 of Part I
    Name of organization
    DILLON FOUNDATION
          		Employer identification number

    91-1805591
    Part I
    Contributors (see Instructions)
    		     
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    1
     
     

    DONALD F DILLON    
    110 ST EUSTACIUS LAND
       
    BAREFOOT BEACH, FL   341348513

    		$49,730




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  




    (Complete Part II if there is
    a noncash contribution.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Page 1 of 1 of Part II
    Name of organization
    DILLON FOUNDATION
          		Employer identification number

    91-1805591
    Part II
    Noncash Property (see Instructions)
    		     
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Page 1 of 1 of Part III
    Name of organization
    DILLON FOUNDATION
          		Employer identification number

    91-1805591
    Part III
    Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
    aggregating more than $1,000 for the year. (Complete columns (a) through (e) and the following line entry.)
    For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
    contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet $  
    (a) No.
    from
    Part I    		 (b)
    Purpose of gift    		 (c)
    Use of gift    		 (d)
    Description of how gift is held
     
    (e)
    Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b)
    Purpose of gift    		 (c)
    Use of gift    		 (d)
    Description of how gift is held
     
    (e)
    Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b)
    Purpose of gift    		 (c)
    Use of gift    		 (d)
    Description of how gift is held
     
    (e)
    Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b)
    Purpose of gift    		 (c)
    Use of gift    		 (d)
    Description of how gift is held
     
    (e)
    Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2010 AccountingFeesSchedule
    Name:
    DILLON FOUNDATION
    EIN: 91-1805591
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 2,456      

    TY 2010 CompensationExplanation
    Name:
    DILLON FOUNDATION
    EIN: 91-1805591
    Person Name Explanation
    JOSEPH KERRIGAN  
    DONALD F DILLON  
    PATRICK J KERRIGAN  
    DAVID B POLICKY  

    TY 2010 InvestmentsCorpStockSchedule
    Name:
    DILLON FOUNDATION
    EIN: 91-1805591
    Name of Stock End of Year Book Value End of Year Fair Market Value
    CORPORATE STOCK INVESTMENTS 21,164,258 27,778,814

    TY 2010 OtherExpensesSchedule
    Name:
    DILLON FOUNDATION
    EIN: 91-1805591
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPENSES        
    INVESTMENT EXPENSE 80,127 80,127    
    MISCELLANEOUS EXPENSE 66      
    TELEPHONE 146      


    TY 2010 OtherIncomeSchedule2
    Name:
    DILLON FOUNDATION
    EIN: 91-1805591
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    SECURITY LITIGATION PROCEEDS 833 833  


    TY 2010 OtherIncreasesSchedule
    Name:
    DILLON FOUNDATION
    EIN: 91-1805591
    Description Amount
    BOOK/TAX DIFF - FEDERAL TAX EXPENSE 3,272


    TY 2010 TaxesSchedule
    Name:
    DILLON FOUNDATION
    EIN: 91-1805591
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL TAX 3,272      
    FOREIGN TAX 1,935 1,935