Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
Name of foundation
BELOIT FOUNDATION INC
 

Number and street (or P.O. box number if mail is not delivered to street address)2870 RIVERSIDE DR   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BELOIT, WI53511
A Employer identification number

39-6068763
B Telephone number (see instructions)

(608) 368-1300
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$9,316,146J Accounting method:
 
(Part I, column (d) must be on cash basis.)
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 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)  
2 Check bullet
3 Interest on savings and temporary cash investments 14,942 14,942  
4 Dividends and interest from securities...... 94,482 94,482  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 Click to see attachment 682,039
b Gross sales price for all assets on line 6a 4,365,458
7 Capital gain net income (from Part IV, line 2)... 682,039
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 942 942  
12 Total. Add lines 1 through 11........ 792,405 792,405  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
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 5,900 2,950   2,950
c Other professional fees (attach schedule).... Click to see attachment 184,100 149,433   34,667
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 12,706      
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 2,786 1,393   1,393
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 8,937 3,003   5,934
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 214,429 156,779   44,944
25 Contributions, gifts, grants paid........ 510,877 510,877
26 Total expenses and disbursements. Add lines 24 and 25 725,306 156,779   555,821
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 67,099
b Net investment income (if negative, enter -0-) 635,626
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
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.......... 227,546 239,643 239,643
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 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........... 7,632 4,926 4,926
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 4,828,995 Click to see attachment6,248,444 6,248,444
c Investments—corporate bonds (attach schedule)........ 592,896 Click to see attachment357,751 357,751
11 Investments—land, buildings, and equipment: basis bullet307,532
Less: accumulated depreciation (attach schedule) bullet   307,532 Click to see attachment307,532 307,532
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 2,258,301 Click to see attachment2,157,850 2,157,850
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) 8,222,902 9,316,146 9,316,146
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....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 8,222,902 9,316,146
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).................... 8,222,902 9,316,146
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 8,222,902 9,316,146
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 8,222,902
2 Enter amount from Part I, line 27a..................... 2 67,099
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 1,026,145
4 Add lines 1, 2, and 3.......................... 4 9,316,146
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 9,316,146
Form 990-PF (2013)
Form 990-PF (2013)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES      
b ABBEY CAPITAL - SCHEDULE K-1      
c 423 BLUFF STREET, BELOIT, WI      
d PAULSON FINAL LIQUIDATION      
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 4,319,204   3,377,515 941,689
b 6,152     6,152
c 18,536     18,536
d 21,566   305,904 -284,338
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       941,689
b       6,152
c       18,536
d       -284,338
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 2 682,039
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		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))
2012 569,158 8,137,900 000.069939
2011 647,158 9,058,557 000.071442
2010 596,170 8,718,175 000.068382
2009 640,160 7,864,597 000.081398
2008 874,629 10,088,186 000.086698
2 Total of line 1, column (d) ...................... 2 000.377859
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. . . 		3 000.075572
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 8,614,848
5 Multiply line 4 by line 3....................... 5 651,041
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 6,356
7 Add lines 5 and 6......................... 7 657,397
8 Enter qualifying distributions from Part XII, line 4.............. 8 555,821
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.
Form 990-PF (2013)
Form 990-PF (2013)
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 12,713
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 12,713
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 12,713
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 17,639
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.............. Part VI Line 7 - Tax Paid Original Return: 17639 7 17,639
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  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 4,926
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet4,926 RefundedBullet 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
    Yes
     
    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 instructions)
    bulletWI
    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 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    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 instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    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 ofbulletGARY G GRABOWSKI Telephone no.bullet (608) 368-1300
    Located atbullet2870 RIVERSIDE DRBELOITWI ZIP+4bullet53511
    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 2013, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16Yes  
    See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the
    foreign country bulletCJ
    Form 990-PF (2013)
    Form 990-PF (2013)
    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
     
    No
    .........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 2013?.............
    1c
     
    No
    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 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    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 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 2013 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 2013.)....................
    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 2013?
    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 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 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 (2013)
    Form 990-PF (2013)
    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 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
    Alonzo A Neese Jr President Director
    001.00     		0    
    c/o 2870 Riverside Dr
    Beloit,WI53511
    Harry C Moore Jr Director
    000.25     		0    
    c/o 2870 Riverside Dr
    Beloit,WI53511
    Walter K Neese Director
    000.50     		0    
    c/o 2870 Riverside Dr
    Beloit,WI53511
    Gordon C Neese Director
    000.25     		0    
    c/o 2870 Riverside Dr
    Beloit,WI53511
    Jane Petit-Moore Director
    000.50     		0    
    c/o 2870 Riverside Dr
    Beloit,WI53511
    Laura N Malik Director
    000.25     		0    
    c/o 2870 Riverside Dr
    Beloit,WI53511
    Gary G Grabowski Director, Treasurer Exec. Dir.
    013.00     		0    
    c/o 2870 Riverside Dr
    Beloit,WI53511
    Diane M Hendricks Director
    000.25     		0    
    c/o 2870 Riverside Dr
    Beloit,WI53511
    Kim Kotthaus Secretary
    013.00     		0    
    c/o 2870 Riverside Dr
    Beloit,WI53511
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
     
    Total number of other employees paid over $50,000...................bullet  
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    G G GRABOWSKI CPA SC ADMINISTRATION 104,000
    2870 RIVERSIDE DR
    BELOIT,WI53511
    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 NONE 0
    2  
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1 NONE  
    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 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
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    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
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    430,742
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    12,713
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    12,713
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    418,029
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    418,029
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    418,029
    Part XII
    Qualifying Distributions (see 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
     
    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
     
    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 instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    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 (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 418,029
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2013:
    a From 2008....... 875,080
    b From 2009....... 640,160
    c From 2010....... 598,194
    d From 2011....... 208,812
    e From 2012....... 165,203
    fTotal of lines 3a through e......... 2,487,449
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 555,821
    a Applied to 2012, but not more than line 2a  
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		 
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		 
    d Applied to 2013 distributable amount..... 418,029
    e Remaining amount distributed out of corpus 137,792
    5 Excess distributions carryover applied to 2013.    
    (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 2,625,241
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		 
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		875,080
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		1,750,161
    10 Analysis of line 9:
    a Excess from 2009.... 640,160
    b Excess from 2010.... 598,194
    c Excess from 2011.... 208,812
    d Excess from 2012.... 165,203
    e Excess from 2013.... 137,792
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 9
    Part XIV
    Private Operating Foundations (see 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 2013, 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) 2013 (b) 2012 (c) 2011 (d) 2010
             
    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 instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    NONE
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    NONE
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    GARY G GRABOWSKI
    2870 RIVERSIDE DR
    BELOIT,WI53511
    (608) 368-1300
    bThe form in which applications should be submitted and information and materials they should include:
    LETTER BRIEFLY DESCRIBING PROJECT, PURPOSE AND REQUESTING AN APPLICATION
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    SUPPORT ONLY FOR THE BELOIT, WI STATELINE AREA NON-OPERATIONAL FUNDING
    Form 990-PF (2013)
    Form 990-PF (2013)
    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
    BELOIT COLLEGE
    700 COLLEGE STREET
    BELOIT,WI53511     		  PC CENTER FOR THE SCIENCES 100,000
    BELOIT COLLEGE
    700 COLLEGE STREET
    BELOIT,WI53511     		  PC INTERNATIONAL SCHOLARSHIPS 12,000
    BELOIT HEALTH SYSTEM FOUNDATION INC
    1969 W HART ROAD
    BELOIT,WI53511     		  PC EMERGENCY ROOM RENOVATION 50,000
    BELOIT INTERNATIONAL FILM FESTIVAL
    444 E GRAND AVE SUITE 100
    BELOIT,WI53511     		  PC YOUTH AT BIF PROGRAM 2,600
    BELOIT JANESVILLE SYMPHONY ORCHESTRA
    520 E GRAND AVE
    BELOIT,WI53511     		  PC PROGRAM SUPPORT 5,333
    BELOIT PUBLIC LIBRARY
    605 ECLIPSE BOULEVARD
    BELOIT,WI53511     		  PC CAPITAL CAMPAIGN 50,000
    BOY SCOUTS OF AMERICA GLACIER'S EDGE COUNCIL
    PO BOX 14135
    MADISON,WI53708     		  PC 2013 CAMPERSHIPS 11,000
    CARITAS
    2840 PRAIRIE AVE
    BELOIT,WI53511     		  PC FOODBANK SUPPORT 15,000
    FAMILY SERVICES OF SO WI & NO IL
    416 COLLEGE STREET
    BELOIT,WI53511     		  PC BELOIT DOMESTIC VIOLENCE CENTER 60,000
    FAMILY SERVICES OF SO WI & NO IL
    416 COLLEGE STREET
    BELOIT,WI53511     		  PC PROGRAM SUPPORT-SEXUAL ASSUALT PROGRAM 10,000
    FAMILY SERVICES OF SO WI & NO IL
    416 COLLEGE STREET
    BELOIT,WI53511     		  PC PROGRAM SUPPORT-CASA PROGRAM 7,000
    FRIENDS OF RIVERFRONT
    1003 PLEASANT STREET
    BELOIT,WI53511     		  PC MUSIC AT HARRYS PLACE-SUMMER CONCERT SUPPORT 5,000
    KIDS FUN & DRAMA
    113 ECLIPSE
    BELOIT,WI53511     		  PC EQUIPMENT PURCHASE 5,000
    MERRILL COMMUNITY CENTER
    1428 WISCONSIN AVENUE
    BELOIT,WI53511     		  PC NEIGHBORS HELPING NEIGHBORS MATCH 9,500
    NEIGHBORHOOD HOUSING SERVICE
    520 W GRAND AVE
    BELOIT,WI53511     		  PC ROOF REPLACEMENT 18,000
    OPERA FOR THE YOUNG
    6441 ENTERPRISE LANE SUITE 207
    MADISON,WI53719     		  PC BELOIT SCHOOL PERFORMANCES 1,775
    ROSECRACE FOUNDATION
    1012 N MULFORD ROAD
    ROCKFORD,IL61107     		  PC VETERANS PROGRAM CAPITAL CAMPAIGN 25,000
    SMILES
    N2666 COUNTY RD K
    DARIEN,WI53114     		  PC TRAILER TRACTOR PURCHASE 10,000
    SALVATION ARMY
    628 BROAD STREET
    BELOIT,WI53511     		  PC FOODBANK SUPPORT 4,000
    STATELINE BOYS & GIRLS CLUB
    1851 MOORE STREET
    BELOIT,WI53511     		  PC PROGRAM SUPPORT 2,000
    STATELINE FAMILY YMCA
    1875 RIVERSIDE DR
    BELOIT,WI53511     		  PC 2013 CAMPERSHIPS 4,999
    STATELINE UNITED WAY
    400 E GRAND AVE
    BELOIT,WI53511     		  PC ANNUAL CAMPAIGN MATCH 2012/2013 2013/2014 100,000
    WISCONSIN CENTER FOR ACADEMICALLY TALENTED YOUTH
    225 N MILLS ST SUITE 264
    MADISON,WI53706     		  PC 2013 BELOIT PROGRAM SUPPORT 2,670
    Total .................................bullet 3a 510,877
    bApproved for future payment
    BELOIT HEALTH SYSTEM FOUNDATION INC
    1969 W HART ROAD
    BELOIT,WI53511     		  PC EMERGENCY ROOM RENOVATION 300,000
    BELOIT PUBLIC LIBRARY
    605 ECLIPSE BOULEVARD
    BELOIT,WI53511     		  PC CAPITAL CAMPAIGN 50,000
    ROCK VALLEY CORRECTIONAL PROGRAMS
    203 W SUNNY LANE ROAD
    JANESVILLE,WI53546     		  PC COMPASS BEHAVIORAL HELATH CLINIC 24,000
    UNITY GRAND CHAPTER OES FOUNDATION
    620 CARROLL DRIVE
    BELOIT,WI53511     		  PC BELOIT STARLIHTERS YOUTH GROUP-CYBER BULLYING 500
    Total .................................bullet 3b 374,500
    Form 990-PF (2013)
    Form 990-PF (2013)
    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 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....          
    3
    Interest on savings and temporary cash investments ............     		    14 14,942  
    4 Dividends and interest from securities....     14 94,482  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 682,039  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   792,405  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13792,405
    (See worksheet in line 13 instructions 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 foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    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 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    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
        NONE  
    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
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID: 13000230
    Software Version: 13.6.0.0
    Part VI Line 7 - Tax Paid Original Return: 17639


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 AccountingFeesSchedule
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Financial Statement Review 5,900 2,950   2,950

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

    TY 2013 GainLossSaleOtherAssetsSch
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Name Date Acquired How Acquired Date Sold Purchaser Name Gross Sales Price Basis Basis Method Sales Expenses Total (net) Accumulated Depreciation
    PUBLICLY TRADED SECURITIES         4,319,204 3,377,515     941,689  
    ABBEY CAPITAL - SCHEDULE K-1         6,152       6,152  
    423 BLUFF STREET, BELOIT, WI         18,536       18,536  
    PAULSON FINAL LIQUIDATION         21,566 305,904     -284,338  

    TY 2013 GeneralExplanationAttachment
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Identifier Return Reference Explanation

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Name of Bond End of Year Book Value End of Year Fair Market Value
    Calamos Money Manager-various publicly 357,751 357,751

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Name of Stock End of Year Book Value End of Year Fair Market Value
    Calamos Investments 65,175 65,175
    Edgewood Large Cap Growth 1,103,482 1,103,482
    Lord Abbett 900,649 900,649
    NFJ Dividend Value 830,662 830,662
    MDT Advisors SCC 1,015,835 1,015,835
    Wedgewood/Sands Large Cap Growth 1,065,242 1,065,242
    Templeton Foreign 1,267,399 1,267,399

    TY 2013 InvestmentsLandSchedule2
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Category/ Item Cost/Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    1500 Fourth Street, Beloit, WI-Held for Charitable Purposes 307,532   307,532 307,532

    TY 2013 InvestmentsOtherSchedule2
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    UBP Multi Strategy Ltd - Hedge Funds   51,336 51,336
    Mesirow Hedge Funds   1,108,736 1,108,736
    ACL Alternative Fund   417,782 417,782
    SBA Dupont   579,996 579,996

    TY 2013 LegalFeesSchedule
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes


    TY 2013 OtherExpensesSchedule
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Aldrich House Insurance 841     841
    Association of Small Foundation 725 362   363
    Directors Officers Liability Insurance 1,249 625   624
    Investment Property Maintenance 1,718 1,718    
    Bank Fees 35 17   18
    ADR Fees 260 260    
    Postage 32 16   16
    Department of Financial Institutes 10 5   5
    Aldrich House Maintenance 4,067     4,067


    TY 2013 OtherIncomeSchedule2
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Other Income - Ordinary Income Calamos 1,504 1,504  
    ACL Schedule K-1 - Line 11 Net Income Loss -562 -562  


    TY 2013 OtherIncreasesSchedule
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Description Amount
    Change in Unrealized Appreciation - See Attached 1,026,145


    TY 2013 OtherLiabilitiesSchedule
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Description Beginning of Year - Book Value End of Year - Book Value


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    G.G. Grabowski, CPA 104,000 69,333   34,667
    ACL Alternative Fund 2,108 2,108    
    ACL Alternative Fund--Schedule K-1 Expenses 9,083 9,083    
    Calamos 8,170 8,170    
    Edgewood 15,769 15,769    
    Lord Abbett 8,046 8,046    
    MDT Advisors SSC 6,707 6,707    
    Mesirow 992 992    
    NFJ 7,467 7,467    
    Paulson Investments 316 316    
    Sands 12,094 12,094    
    SBA Dupont 2,719 2,719    
    Templeton Foreign 6,219 6,219    
    UBP Investments 410 410    


    TY 2013 SubstantialContributorsSch
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Name Address
    Walter K Neese 1960 Trust co GG Grabowski 2870 Riverside Dr
    Beloit,WI53511


    TY 2013 TaxesSchedule
    Name:
    BELOIT FOUNDATION INC
    EIN: 39-6068763
    Software ID:13000230
    Software Version:13.6.0.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Taxes on Investment Income 12,706