TY 2017 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
bullet

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0052

2019

Open to Public Inspection

For calendar year 2019, or tax year beginning 07-01-2017 , and ending 06-30-2018

Name of foundation
EDWARD S SPRAGUE FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1726 WEST WOLFRAM
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
CHICAGO, IL60657

A Employer identification number

36-6070124

B Telephone number (see instructions)

(312) 419-8484

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. bullet

2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... bullet

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$2,361,126J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	34,146		34,146	34,146
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		76,011
b	Gross sales price for all assets on line 6a 445,926
7	Capital gain net income (from Part IV, line 2)...			76,011
8	Net short-term capital gain.........				0
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).......		5,068	5,068	5,068
12	Total. Add lines 1 through 11........	115,225		115,225	39,214
13	Compensation of officers, directors, trustees, etc.	0		0	0	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		4,275	0	4,275	0
c	Other professional fees (attach schedule)....
17	Interest...............	1,020		0	1,020	0
18	Taxes (attach schedule) (see instructions)...		4,633	0	4,633	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		9,014	0	9,014	0
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	18,942		0	18,942	0
25	Contributions, gifts, grants paid.......	6,230				6,230
26	Total expenses and disbursements. Add lines 24 and 25	25,172		0	18,942	6,230
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	90,053
b	Net investment income (if negative, enter -0-)			115,225
c	Adjusted net income (if negative, enter -0-)...				20,272

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2019)

Form 990-PF (2019)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............			10,066
	2	Savings and temporary cash investments.........	70,143	42,432	42,432
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule).......	1,486,753	1,483,384	2,217,151
	c	Investments—corporate bonds (attach schedule).......
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	19,896	44,029	91,477
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	1,576,792	1,569,845	2,361,126
	17	Accounts payable and accrued expenses..........
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22).........	0	0
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........	0	0
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	1,576,792	1,569,845
	29	Total net assets or fund balances (see instructions).....	1,576,792	1,569,845
	30	Total liabilities and net assets/fund balances (see instructions).	1,576,792	1,569,845

Part III

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............

1,576,792

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

90,053

Other increases not included in line 2 (itemize) bullet

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

1,666,845

Decreases not included in line 2 (itemize) bullet

97,000

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

1,569,845

Form 990-PF (2019)

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.)		(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	APPLE INC	2016-12-19	2018-03-12
b	HONEYWELL INTERNATIONAL INC	2012-05-18	2018-03-12
c	HONEYWELL INTERNATIONAL INC	2016-12-19	2018-03-12
d	KIMBERLY CLARK CORP	2016-12-19	2018-01-26
e	LYONDELLBASELL NV CL A	2016-12-19	2018-01-17
	PINNACLE FOODS INC	2016-12-19	2018-02-22
	WHIRLPOOL CORP	2016-12-19	2018-06-07
	WHIRLPOOL CORP	2016-12-28	2018-06-07
	WHIRLPOOL CORP	2017-03-13	2018-06-07
	WHIRLPOOL CORP	2017-03-15	2018-06-07
	ALPHABET INC CL A	2009-11-06	2018-03-12
	ALPHABET INC CL A	2010-03-25	2018-03-12
	ALPHABET INC CL A	2010-10-14	2018-03-12
	APPLE INC	2010-03-25	2018-03-12
	SNAP INC	2016-12-28	2017-07-27
	SNAP INC	2017-03-15	2017-07-27
	SNAP ON INC	2017-05-04	2017-07-16
	PUBLIC STORAGE	2016-12-19	2017-08-09
	PUBLIC STORAGE	2017-03-15	2017-08-09
	NEWELL BRANDS INC	2017-05-04	2017-08-21
	WALGREENS BOOTS ALLIANCE INC	2017-05-04	2017-08-09
	DOWDUPONT INC	2017-09-01	2017-09-01
	WALGREENS BOOTS ALLIANCE INC	2016-12-19	2017-09-21
	WALGREENS BOOTS ALLIANCE INC	2016-12-19	2017-09-21
	NEWELL BRANDS INC	2016-12-19	2017-11-13
	NEWELL BRANDS INC	2017-03-15	2017-11-13
	ENVISION HEALTHCARE CORP	2017-05-04	2017-11-14
	NEWELL BRANDS INC	2017-05-04	2017-11-13
	ENERGY TRANS EQTY LP	2014-12-24	2017-12-21
	ENERGY TRANS EQTY LP	2015-12-24	2017-12-21
	HENRY SCHEIN INC	2017-05-04	2018-02-22
	IMPINJ INC	2017-05-04	2018-02-05
	JOHN B SANFILIPPO & SONS	2017-05-04	2018-03-05
	APPLE INC	2017-03-15	2018-03-12
	HONEYWELL INTERNATIONAL INC	2017-03-15	2018-03-12
	KIMBERLY CLARK CORP	2017-03-15	2018-01-26
	LYONDELLBASELL NV CL-A	2017-03-15	2018-01-17
	WHIRLPOOL CORP	2017-08-09	2018-06-07
	WHIRLPOOL CORP	2017-09-25	2018-06-07
	WHIRLPOOL CORP	2018-03-12	2018-06-07

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	27,281	17,533	9,748
b	31,818	11,609	20,209
c	15,371	11,777	3,594
d	12,103	11,513	590
e	697	525	172
	8,329	7,788	541
	5,174	6,107	-933
	1,478	1,836	-358
	2,365	2,849	-484
	3,696	4,495	-799
	29,331	6,952	22,379
	30,505	7,486	23,019
	4,693	1,102	3,591
	44,377	8,129	36,248
	8,320	9,450	-1,130
	7,261	8,227	-966
	14,129	16,122	-1,993
	14,071	15,472	-1,401
	2,010	2,201	-191
	12,337	11,449	888
	9,468	10,043	-575
	16		16
	13,646	14,984	-1,338
	2,573	2,803	-230
	8,627	13,764	-5,137
	3,249	5,452	-2,203
	5,929	12,109	-6,180
	5,521	8,793	-3,272
	16,665	28,859	-12,194
	43,329	37,034	6,295
	12,498	16,158	-3,660
	4,025	12,197	-8,172
	10,421	12,011	-1,590
	1,455	1,115	340
	6,148	5,055	1,093
	3,752	4,159	-407
	10,693	8,261	2,432
	2,661	3,166	-505
	4,139	4,927	-788
	5,765	6,403	-638

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			9,748
b			20,209
c			3,594
d			590
e			172
			541
			-933
			-358
			-484
			-799
			22,379
			23,019
			3,591
			36,248
			-1,130
			-966
			-1,993
			-1,401
			-191
			888
			-575
			16
			-1,338
			-230
			-5,137
			-2,203
			-6,180
			-3,272
			-12,194
			6,295
			-3,660
			-8,172
			-1,590
			340
			1,093
			-407
			2,432
			-505
			-788
			-638

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	76,011
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3	-41,506

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? Yes No

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 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))
2018	223,607	1,944,325	0.115005
2017	8,770	1,845,383	0.004752
2016	152,112	2,121,081	0.071714
2015	15,760	1,957,279	0.008052
2014	95,300	1,830,629	0.052059

Total of line 1, column (d) .....................

0.251582

Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......

0.050316

Enter the net value of noncharitable-use assets for 2019 from Part X, line 5......

2,211,397

Multiply line 4 by line 3......................

111,269

Enter 1% of net investment income (1% of Part I, line 27b)...........

1,152

Add lines 5 and 6........................

112,421

Enter qualifying distributions from Part XII, line 4,.............

6,230

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 (2019)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	2,305
	hereand 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	0
3	Add lines 1 and 2...........................	3	2,305
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4	0
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	2,305
6	Credits/Payments:

a	2019 estimated tax payments and 2018 overpayment credited to 2019	6a	0
b	Exempt foreign organizations—tax withheld at source......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c	0
d	Backup withholding erroneously withheld ...........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	0
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached.		8	82
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	2,387
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2020 estimated tax	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions

for definition).................................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ 0(2) On foundation managers. bullet

$ 0

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

on foundation managers. bullet

$ 0

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),

and Part XV..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2019 or the taxable year beginning in 2019? See the instructions for Part XIV.

If "Yes," complete Part XIV .............................

Yes

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

Form 990-PF (2019)

Page 5

Part VII-A

Statements Regarding Activities (continued)

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement. See instructions.................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

N/A

The books are in care of bullet

EDWARD S SPRAGUE FOUNDATION Telephone no. bullet

(312) 419-8484

Located at bullet

1726 WEST WOLFRAMCHICAGOIL ZIP+4 bullet

60657

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here ......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ........ bullet

16 At any time during calendar year 2019, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country? .................

16 No

See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country bullet

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

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? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?......................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(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)?...............YesNo

(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.).......YesNo

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........

Organizations relying on a current notice regarding disaster assistance check here........ bullet

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 2019?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2019, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2019?.............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?......................YesNo

If "Yes," did it have excess business holdings in 2019 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 2019.)..................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2019?

Form 990-PF (2019)

Page 6

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

During the year did the foundation pay or incur any amount to:

Yes

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?.............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? See instructions................YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?.....YesNo

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

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?..........YesNo

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?.....................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or

excess parachute payment during the year? .................YesNo

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
JENNIE SPRAGUE O'BRIEN	TRUSTEE 1.00	0	0	0
1726 WEST WOLFRAM CHICAGO,IL60657	TRUSTEE 1.00	0	0	0
JACK O'BRIEN	TRUSTEE 1.00	0	0	0
1726 WEST WOLFRAM CHICAGO,IL60657	TRUSTEE 1.00	0	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









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

Form 990-PF (2019)

Page 7

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. 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	PROVIDE GIFTS AND GRANTS TO EDUCATIONAL ORGANIZATIONS	6,230
2	PROVIDE GIFTS AND GRANTS TO HEALTHCARE ORGANIZATIONS	0
3	PROVIDE GIFTS AND GRANTS TO ENVIRONMENTAL ORGANIZATIONS	0
4	PROVIDE GIFTS AND GRANTS TO SOCIAL SERVICE ORGANIZATIONS	0

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


2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... bullet

Form 990-PF (2019)

Page 8

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

2,216,680

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

28,393

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

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

2,245,073

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

2,245,073

Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see

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

33,676

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

2,211,397

Minimum investment return. Enter 5% of line 5..................

110,570

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow

and do not complete this part.)

Minimum investment return from Part X, line 6....................

Tax on investment income for 2019 from Part VI, line 5......

Income tax for 2019. (This does not include the tax from Part VI.)...

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

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

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

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

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

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

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

6,230

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

6,230

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

Adjusted qualifying distributions. Subtract line 5 from line 4..............

6,230

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 (2019)

Page 9

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2018	(c) 2018	(d) 2019
1 Distributable amount for 2019 from Part XI, line 7
2 Undistributed income, if any, as of the end of 2019:
a Enter amount for 2018 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2019:
a From 2014......
b From 2015......
c From 2016......
d From 2017......
e From 2018......
fTotal of lines 3a through e........
4Qualifying distributions for 2019 from Part
XII, line 4: $
a Applied to 2018, 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 2019 distributable amount.....
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2019.
(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 instructions ...........
e Undistributed income for 2018. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2019. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2020 ..........
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......
8 Excess distributions carryover from 2014 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2020. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2015....
b Excess from 2016....
c Excess from 2017....
d Excess from 2018....
e Excess from 2019....

Form 990-PF (2019)

Page 10

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 2019, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

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) 2019	(b) 2018	(c) 2017	(d) 2016	(e) Total
	20,272	26,294	29,150	31,476	107,192
b 85% of line 2a .........	17,231	22,350	24,778	26,755	91,113
c Qualifying distributions from Part XII, line 4 for each year listed .....	6,230	229,000	8,770	154,025	398,025
d Amounts included in line 2c not used directly for active conduct of exempt activities ..........	0	0	0	0	0
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....	6,230	229,000	8,770	154,025	398,025
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......					0
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)					0
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed...	73,713	64,811	61,513	70,703	270,740
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) ....					0
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....					0
(3) Largest amount of support from an exempt organization					0
(4) Gross investment income					0

Part XV

Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:

JENNIE O'BRIEN
1726 W WOLFRAM
CHICAGO,IL60657
(773) 294-2894

bThe form in which applications should be submitted and information and materials they should include:

N/A

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 (2019)

Page 11

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
EMBARC 200 W JACKSON BLVD 8TH FL CHICAGO,IL60606		PC	EDUCATION	230
FRIENDS OF BURLEY 1632 WEST BARRY CHICAGO,IL60657		PC	EDUCATION	6,000
Total ................................. 3a				6,230

bApproved for future payment

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

Form 990-PF (2019)

Page 12

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	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ...........
4 Dividends and interest from securities....			14	34,146
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property
7 Other investment income.....			14	5,068
8 Gain or (loss) from sales of assets other than inventory ............			18	76,011
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..		0		115,225	0

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

115,225

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)
3	N/A
4	N/A
8	N/A

Form 990-PF (2019)

Page 13

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Yes

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........Yes No

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below (see instr.) Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2019)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2017 AccountingFeesSchedule

Name:

EDWARD S SPRAGUE FOUNDATION

EIN:

36-6070124

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAX PREP FEES	4,275	0	4,275	0

- TIN:

TY 2017 InvestmentsCorpStockSchedule

Name:

EDWARD S SPRAGUE FOUNDATION

EIN:

36-6070124

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ADVANSIX INC 51 SHS	336	1,868
ALPHABET INCCL A 23 SHS	6,339	25,971
ALPHABET INCCL C 78 SHS	21,809	87,021
APPLE INC 790 SHS	23,552	146,237
BALL CORPORATION 1,100 SHS	38,492	39,105
BAXTER INTL INC 350 SHS	13,674	25,844
BLACKROCK INC 245 SHS	66,609	122,265
ENLINK MIDSTREAM LLC 2,500 SHS	41,990	41,125
FACEBOOK INC CL-A 500 SHS	52,772	97,160
HONEYWELL INTL INC 820 SHS	40,475	118,121
LYONDELLBASELL NV CL-A 715 SHS	60,152	78,543
MASTERCARD INC CL A 700 SHS	36,816	137,564
IQVIA HOLDINGS 1000 SHS	59,909	99,820
STERIS CORPORATION 665 SHS	50,237	69,832
WALT DISNEY CO HOLDINGS 225 SHS	25,344	23,582
AMGEN INC 100 SHS	18,974	18,459
APPLE INC 156 SHS	5,197	28,877
AT&T INC 752 SHS	27,190	24,147
BLACKROCK INC 61 SHS	24,474	30,441
CROWN CASTLE INTL 316 SHS	29,257	34,071
DUPONTE DENEMOURS & CO 581 SHS	37,080	38,300
ENLINK MIDSTREAM LLC 1372 SHS	23,438	22,569
GENL DYNAMICS CORP 108 SHS	20,784	20,132
HOME DEPOT INC 212 SHS	34,760	41,361
HONEYWELL INTL INC 253 SHS	14,189	36,445
JOHNSON & JOHNSON 210 SHS	25,758	25,481
JPMORGAN CHASE & CO 311 SHS	35,909	32,406
LOCKHEED MARTIN CORP 115 SHS	37,495	33,974
LYONDELLBASELL NV CL-A 189 SHS	18,707	20,762
MERCK & CO INC 380 SHS	23,797	23,066
ONEOK INC 492 SHS	27,696	34,356
PERKIN ELMER INC 353 SHS	20,366	25,850
PINNACLE FOODS INC 364 SHS	20,257	23,682
RAYTHEON CO 164 SHS	25,545	31,682
STERIS PLC INC 294 SHS	21,325	30,873
VERIZON COMMUNICATIONS 574 SHS	29,065	28,878
WEYER HAEUSER CO 1103 SHS	36,347	40,215
WILLIAMS CO INC 752 SHS	21,733	20,387
ALIGN TECHNOLOGY 34 SHS	8,863	11,633
ALPHABET INC CL C 21 SHS	19,598	23,429
APPLE INC 138 SHS	20,218	25,545
BALL CORPORATION 398 SHS	16,109	14,149
BLACKROCK INC 52 SHS	19,944	25,950
BOEING CO 31 SHS	10,637	10,401
CONSTELLATION BRANDS INC CL A 79 SHS	13,980	17,291
ENLINK MIDSTREAM LLC 826 SHS	13,741	13,588
FACEBOOK INC CL-A 160 SHS	24,132	31,091
GENL DYNAMICS CORP 83 SHS	16,137	15,472
GW PHARMACEUTICALS PLC 35 SHS	3,946	4,884
HOME DEPOT INC 64 SHS	10,689	12,486
HONEYWELL INTERNATIONAL INC 123 SHS	16,143	17,718
LABORATORY OP AVER HLDGS 114 SHS	16,092	20,466
MASTERCARD INC CL A 154 SHS	18,158	30,264
MICROSOFT CORP 235 SHS	16,172	23,173
ONEOK INC 330 SHS	15,977	23,044
PERKIN ELMER INC 299 SHS	18,141	21,896
RAYTHEON CO 87 SHS	15,457	16,807
STERIS PLC INC 161 SHS	12,117	16,907
THERMO FISHER SCIENTIFIC 107 SHS	18,185	22,164
UNITED RENTALS INC 49 SHS	8,628	7,233
WALT DISNEY CO HOLDINGS 226 SHS	24,382	23,687
WILLIAMS CO INC 273 SHS	8,089	7,401

- TIN:

TY 2017 InvestmentsOtherSchedule2

Name:

EDWARD S SPRAGUE FOUNDATION

EIN:

36-6070124

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
ETF'S ISHARES DJ US MEDICAL INDEX	AT COST	19,896	63,205
ETF'S SPDR S&P BIOTECH	AT COST	12,345	13,993
ETF'S SPDR S&P BIOTECH	AT COST	11,788	14,279

- TIN:

TY 2017 OtherDecreasesSchedule

Name:

EDWARD S SPRAGUE FOUNDATION

EIN:

36-6070124

Description	Amount
TIMING DIFFERENCES IN DISTRIBUTIONS	97,000

- TIN:

TY 2017 OtherExpensesSchedule

Name:

EDWARD S SPRAGUE FOUNDATION

EIN:

36-6070124

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT ADVISORY FEES	9,014	0	9,014	0

- TIN:

TY 2017 OtherIncomeSchedule2

Name:

EDWARD S SPRAGUE FOUNDATION

EIN:

36-6070124

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
MORGAN STANLEY	5,068	5,068	5,068

- TIN:

TY 2017 TaxesSchedule

Name:

EDWARD S SPRAGUE FOUNDATION

EIN:

36-6070124

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FEDERAL TAXES	4,633	0	4,633	0