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
The Annenberg Foundation Trust at Sunnylands

% ED DORAN

Number and street (or P.O. box number if mail is not delivered to street address)37977 Bob Hope Drive
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Rancho Mirage, CA92270

A Employer identification number

25-6774871

B Telephone number (see instructions)

(760) 202-2222

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

$582,290,534J 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)		0
2	Check .............
3	Interest on savings and temporary cash investments		1,482,731		1,482,731	1,482,731
4	Dividends and interest from securities...		5,502,236		5,502,236	5,502,236
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10			17,484,085
b	Gross sales price for all assets on line 6a 70,991,455
7	Capital gain net income (from Part IV, line 2)...				17,492,997
8	Net short-term capital gain.........					92,992
9	Income modifications...........
10a	Gross sales less returns and allowances	477,232
b	Less: Cost of goods sold....	286,491
c	Gross profit or (loss) (attach schedule).....			190,741		190,741
11	Other income (attach schedule).......			1,267,274	357,611	1,267,274
12	Total. Add lines 1 through 11........		25,927,067		24,835,575	8,535,974
13	Compensation of officers, directors, trustees, etc.		1,049,616		66,173	66,173	983,443
14	Other employee salaries and wages......		5,057,432		1,471	1,471	4,964,153
15	Pension plans, employee benefits.......		1,715,919		9,930	9,930	1,698,680
16a	Legal fees (attach schedule).........			140,472	0	0	127,508
b	Accounting fees (attach schedule).......			75,814	0	0	75,814
c	Other professional fees (attach schedule)....			1,690,379	1,253,551	1,253,551	434,147
17	Interest...............
18	Taxes (attach schedule) (see instructions)...			962,212	55,096	55,096	456,442
19	Depreciation (attach schedule) and depletion...			4,732,597
20	Occupancy..............		2,676,670				2,700,427
21	Travel, conferences, and meetings.......		705,618				702,549
22	Printing and publications..........		56,712				56,150
23	Other expenses (attach schedule).......			2,108,405			2,100,244
24	Total operating and administrative expenses.
	Add lines 13 through 23..........		20,971,846		1,386,221	1,386,221	14,299,557
25	Contributions, gifts, grants paid.......		0				0
26	Total expenses and disbursements. Add lines 24 and 25		20,971,846		1,386,221	1,386,221	14,299,557
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements		4,955,221
b	Net investment income (if negative, enter -0-)				23,449,354
c	Adjusted net income (if negative, enter -0-)...					7,149,753

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.............	900	532	532
	2	Savings and temporary cash investments.........	29,967,638	39,875,747	39,875,747
	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..............	226,247	218,931	218,931
	9	Prepaid expenses and deferred charges..........	302,769	364,512	364,512
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule).......	298,457,209	307,543,790	307,543,790
	c	Investments—corporate bonds (attach schedule).......	15,659,000	20,773,000	20,773,000
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	66,181,499	68,065,589	68,065,589
	14	Land, buildings, and equipment: basis 171,302,721
		Less: accumulated depreciation (attach schedule) 26,524,720	146,579,600	144,778,001	144,937,501
	15	Other assets (describe )	6,922,085	510,932	510,932
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	564,296,947	582,131,034	582,290,534
	17	Accounts payable and accrued expenses..........	3,008,419	1,209,830
	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 )	2,265,543	2,509,385
	23	Total liabilities (add lines 17 through 22).........	5,273,962	3,719,215
		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........
	27	Paid-in or capital surplus, or land, bldg., and equipment fund
	28	Retained earnings, accumulated income, endowment, or other funds
	29	Total net assets or fund balances (see instructions).....	559,022,987	578,411,819
	30	Total liabilities and net assets/fund balances (see instructions).	564,296,949	582,131,034

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

559,022,987

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

4,955,221

Other increases not included in line 2 (itemize) bullet

14,433,611

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

578,411,819

Decreases not included in line 2 (itemize) bullet

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

578,411,819

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.)		(b) How acquired P—Purchase D—Donation
1 a	SHORT TERM GAINS (STMT 18)	P
b	LONG TERM GAINS (STMT 18)	P
c	CAPITAL GAIN DISTRIBUTION	P
d	CLASS ACTION SETTLEMENTS INVESTMENT	P
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	2,408,397	2,315,405	92,992
b	67,487,066	51,178,465	16,308,601
c	1,085,172		1,085,172
d	6,232		6,232
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			92,992
b			16,308,601
c			1,085,172
d			6,232
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	17,492,997
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	92,992

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	28,899,838	411,464,782	0.070236
2017	17,711,673	427,562,573	0.041425
2016	13,920,963	447,297,672	0.031122
2015	15,607,262	424,758,731	0.036744
2014	10,047,560	369,541,359	0.027189

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

0.206716

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 ......

0.041343

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

426,989,000

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

17,653,006

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

234,494

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

17,887,500

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

19,355,697

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	234,494
	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
3	Add lines 1 and 2...........................	3	234,494
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	234,494
6	Credits/Payments:

a	2019 estimated tax payments and 2018 overpayment credited to 2019	6a	221,001
b	Exempt foreign organizations—tax withheld at source......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c	15,000
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	236,001
8	Enter any penalty for underpayment of estimated tax. Check here 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.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	1,507
11	Enter the amount of line 10 to be: Credited to 2020 estimated tax1,507	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? Click to see list of attachments

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

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 Click to see list of attachments

....

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

Yes

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

Yes

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

If "Yes," attach the statement required by General Instruction T. Click to see list of attachments

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)

CA, PA

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

www.sunnylands.org

The books are in care of bullet

ED DORAN Telephone no. bullet

(760) 202-2268

Located at bullet

37977 BOB HOPE DRIVERancho MirageCA ZIP+4 bullet

92270

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
Wallis Annenberg	Trustee 1.0	0	0
2000 Avenue of the Stars Suite 1000 Los Angeles,CA90067	Trustee 1.0	0	0
Lauren A Bon	Trustee 1.0	0	0
2000 Avenue of the Stars Suite 1000 Los Angeles,CA90067	Trustee 1.0	0	0
Gregory Weingarten	Trustee 2.0	0	0
2000 Avenue of the Stars Suite 1000 Los Angeles,CA90067	Trustee 2.0	0	0
Charles Weingarten	Trustee 1.0	0	0
2000 Avenue of the Stars Suite 1000 Los Angeles,CA90067	Trustee 1.0	0	0
Diane Deshong	Trustee 2.0	0	0
37977 Bob Hope Drive Rancho Mirage,CA92270	Trustee 2.0	0	0
Leonore Deshong	Trustee 1.0	0	0
37977 Bob Hope Drive Rancho Mirage,CA92270	Trustee 1.0	0	0
Howard Deshong III	Trustee 2.0	0	0
37977 Bob Hope Drive Rancho Mirage,CA92270	Trustee 2.0	0	0
Elizabeth R Kabler	Trustee 2.0	0	0
37977 Bob Hope Drive Rancho Mirage,CA92270	Trustee 2.0	0	0
Elizabeth K Sorensen	Trustee 2.0	0	0
37977 Bob Hope Drive Rancho Mirage,CA92270	Trustee 2.0	0	0
David J Lane	President 40.0	399,809	46,767
2000 Massachusetts Ave NW Ste 250 washington,DC20036	President 40.0	399,809	46,767
Rebecca Avila	Chief Administrative Officer 40.0	236,157	26,650
37977 Bob Hope Drive Rancho Mirage,CA92270	Chief Administrative Officer 40.0	236,157	26,650
Janice Lyle	Center Director 40.0	211,648	31,756
37977 Bob Hope Drive Rancho Mirage,CA92270	Center Director 40.0	211,648	31,756
Bruce Missaggia	Chief Financial Officer 40.0	202,002	25,521
37977 Bob Hope Drive Rancho Mirage,CA92270	Chief Financial Officer 40.0	202,002	25,521

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
PATRICK TRUCHAN	OPERATIONS DIRECTOR 40.0	183,932	22,159	0
37977 BOB HOPE DRIVE RANCHO MIRAGE,CA92270	OPERATIONS DIRECTOR 40.0	183,932	22,159	0
EDWARD DORAN	FINANCE DIRECTOR 40.0	133,180	22,049	0
37977 BOB HOPE DRIVE RANCHO MIRAGE,CA92270	FINANCE DIRECTOR 40.0	133,180	22,049	0
BARBARA FREEMAN	RETREATS DIRECTOR 40.0	132,264	20,965	0
37977 BOB HOPE DRIVE RANCHO MIRAGE,CA92270	RETREATS DIRECTOR 40.0	132,264	20,965	0
GEOFFREY BAUM	PUBLIC AFFAIRS DIR 40.0	130,202	896	0
350 S GRAND AVE STE 3350 LOS ANGELES,CA90071	PUBLIC AFFAIRS DIR 40.0	130,202	896	0
KATHLEEN HALL JAMIESON	PROGRAM DIRECTOR 10.0	128,752	0	0
202 S 36TH STREET PHILADELPHIA,PA19104	PROGRAM DIRECTOR 10.0	128,752	0	0
Total number of other employees paid over $50,000...................				25

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
MATT Construction Corporation	Construction	3,538,073
9814 Norwalk Blvd Suite 100 SANTA FE SPRINGS,CA90670	Construction	3,538,073
Hawthorn Family Wealth	Investment Consult	618,418
1600 Market Street PHILADELPHIA,PA19103	Investment Consult	618,418
Acorn Technology Services	IT Services	174,503
1960 Chicago Ave Suite E-9 RIVERSIDE,CA92507	IT Services	174,503
The Kitchen for Exploring Foods LLC	Catering	357,803
1434 West Colorado Blvd PASADENA,CA91105	Catering	357,803
Eagle Capital Management	investment mgmt	304,287
499 Park Ave NEW YORK,NY10022	investment mgmt	304,287

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	SUNNYLANDS CENTER AND GARDENS (SEE ATTACHMENT 19)	7,950,572
2	RETREATS, MEETINGS AND EVENTS (SEE ATTACHMENT 19)	6,688,111
3	PROGRAMS ON THE UNDERDEVELOPED LAND (SEE ATTACHMENT 19)	15,965
4

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

386,551,886

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

39,737,084

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

7,202,401

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

433,491,371

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

433,491,371

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

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

6,502,371

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

426,989,000

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

21,349,450

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 ..........

14,299,557

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

5,056,140

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

19,355,697

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

234,494

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

19,121,203

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

2004-09-21

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
	7,149,753	6,165,971	4,799,171	6,436,483	24,551,378
b 85% of line 2a .........	6,077,290	5,241,075	4,079,295	5,471,011	20,868,671
c Qualifying distributions from Part XII, line 4 for each year listed .....	19,355,697	29,059,184	17,711,673	13,920,963	80,047,517
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 ....	19,355,697	29,059,184	17,711,673	13,920,963	80,047,517
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)					0
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed...	14,232,967	13,715,493	14,252,086	14,909,922	57,110,468
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 email address of the person to whom applications should be addressed:

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

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (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

Total ................................. 3a

bApproved for future payment

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

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.)
aTOURS, EDUC PROGRAMS					906,643
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	1,482,731
4 Dividends and interest from securities....			14	5,502,236
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.....			01	357,150
8 Gain or (loss) from sales of assets other than inventory ............			18	17,484,085
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aGIFT SHOP AND CAFE NET SALES	453220	44,240	03	99,991	46,510
bROYALTIES			15	461
cSALE OF NON-CAPITALIZED ITEMS					3,020
d
e
12 Subtotal. Add columns (b), (d), and (e)..		44,240		24,926,654	956,173

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

25,927,067

(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.)
1	THE ANNENBERG FOUNDATION TRUST AT SUNNYLANDS ENGAGES IN INCOME-PRODUCING ACTIVITIES THAT CONTRIBUTE IMPORTANTLY TO THE ACCOMPLISHMENT OF ITS EXEMPT PURPOSES. IN ORDER TO FURTHER ITS EDUCATIONAL PURPOSES, THE ANNENBERG FOUNDATION TRUST AT SUNNYLANDS CONDUCTS TOURS THAT ARE OPEN TO THE PUBLIC, WHEREBY MEMBERS OF THE PUBLIC LEARN ABOUT SUCH THINGS AS THE HISTORICAL AND ARCHITECTURAL SIGNIFICANCE OF ITS PROPERTY, THE ARTWORK OF THE "ANNENBERG COLLECTION,THE GARDENS AND THE BIRDS LOCATED ON THE GROUNDS. THE ANNENBERG FOUNDATION TRUST AT SUNNYLANDS ALSO HAS A GIFT SHOP THAT OFFERS BOOKS AND OTHER EDUCATIONAL ITEMS TO ENHANCE THE PUBLIC'S UNDERSTANDING AND APPRECIATION OF THE VARIOUS EDUCATIONAL ASPECTS OF THE ANNENBERG FOUNDATION TRUST AT SUNNYLANDS. IN ORDER FOR VISITORS TO DEVOTE A GREATER PORTION OF THEIR TIME AND ATTENTION TO ITS EDUCATIONAL FACILITIES, THE ANNENBERG FOUNDATION TRUST AT SUNNYLANDS HAS A CAFE THAT IS OPEN TO THE PUBLIC.

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:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	75,814			75,814

- TIN:

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

TY 2017 DepreciationSchedule

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income	Cost of Goods Sold Not Included

- TIN:

TY 2017 EmployeeCompensationExpln

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Employee	Explanation
GEOFFREY BAUM	Geoffrey Baum left during the prior tax period and was not an employee during the current tax period. Compensation reported is severance only.
KATHLEEN HALL JAMIESON	Kathleen Hall JAMIESON is an employee under special contract related to an adminstrative agreement between the ANNENBERG FOUNDATION TRUST AT SUNNYLANDS and the Annenberg Public Policy Center at the University of Pennsylvania.

- TIN:

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

TY 2017 GainLossSaleOtherAssetsSch

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Name	Date Acquired	How Acquired	Date Sold	Purchaser Name	Gross Sales Price	Basis	Basis Method	Sales Expenses	Total (net)	Accumulated Depreciation
VARIOUS FIXED ASSETS					4,588	13,500			-8,912

- TIN:

TY 2017 InvestmentsCorpBondsSchedule

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Name of Bond	End of Year Book Value	End of Year Fair Market Value
BARCLAYS RTY NOTE PHOENIX AUTO	5,167,000	5,167,000
JP MORGAN SPX AUTOCALLABLE	4,988,000	4,988,000
JP MORGAN SPX DRAWDOWN NOTE	10,618,000	10,618,000

- TIN:

TY 2017 InvestmentsCorpStockSchedule

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABB LTD SPONSORED ADR	273,061	273,061
ABBVIE INC	355,405	355,405
ACADIA HEALTH CARE CO INC	260,515	260,515
ADIDAS AG SPONSORED ADR	698,690	698,690
ADOBE SYSTEMS INC	699,735	699,735
ADVANCED ENERGY INDS INC	132,387	132,387
AERCAP HOLDINGS NV ISIN NL0000	606,480	606,480
AES CORP	224,913	224,913
AIA GROUP LTD SPONSORED ADR	891,386	891,386
ALBANY INTERNATIONAL CORP CL A	228,991	228,991
ALIBABA GROUP HOLDING LTD ADR	786,647	786,647
ALLIANZ SE SPON ADR	227,000	227,000
ALPHABET INC/CA-CL A	67,751	67,751
ALPHABET INC/CA-CL C	2,733,342	2,733,342
ALPS ELEC CO-UNSPON ADR SEDOL	440,449	440,449
ALTRA INDUSTRIAL MOTION CORP	221,793	221,793
AMAZON COM INC	2,187,643	2,187,643
AMERICAN EQUITY INVT LIFE HLDG	213,804	213,804
AMERIPRISE FINANCIAL INC	376,977	376,977
AMGEN INC	434,340	434,340
ANADARKO PETROLEUM CORP	322,300	322,300
ANIXTER INTL INC	197,179	197,179
ANSYS INC	450,952	450,952
AON PLC	1,423,139	1,423,139
ARCHER DANIELS MIDLAND CO	268,610	268,610
ASML HOLDING NV-NY SEDOL B908F	787,921	787,921
ASTRAZENECA PLC SPONS ADR	857,035	857,035
ATLAS COPCO AB SPONSORED ADR N	376,992	376,992
BANCO BILBAO VIZCAYA ARGENTARI	321,139	321,139
BANCO SANTANDER S A ADR	140,341	140,341
BANK OF AMERICA CORP	518,132	518,132
BANK OF AMERICA CORP	515,031	515,031
BARCLAYS PLC ADR	704,256	704,256
BAYER A G SPONSORED ADR	373,433	373,433
BERKSHIRE HATHAWAY INC CLASS B	2,475,912	2,475,912
BOK FINL CORP NEW	225,718	225,718
BP PLC SPONSORED ADR	377,289	377,289
BROADCOM INC	815,270	815,270
CABOT CORP	195,255	195,255
CABOT MICROELECTRONICS CORP	310,526	310,526
CADENCE BANCORP	211,848	211,848
CANON INC SPONS ADR	129,452	129,452
CANTEL MEDICAL CORP	207,441	207,441
CAPITAL ONE FINANCIAL CORP	354,918	354,918
CASELLA WASTE SYS INC	133,812	133,812
CATALENT INC	298,257	298,257
CHINA MOBILE LTD SPON ADR	269,003	269,003
CHUBB LTD SEDOL B3BQMF6 ISIN C	292,654	292,654
CITIGROUP INC	1,887,144	1,887,144
CK HUTCHISON HOLDIN-UNSP ADR A	333,548	333,548
COCA COLA CO	396,582	396,582
COHERENT INC	196,307	196,307
COMCAST CORPORATION CL A	1,590,301	1,590,301
CORE LABORATORIES N V	223,013	223,013
CULLEN FROST BANKERS INC	252,199	252,199
DAIMLER AG-UNSPONSORED ADR SED	320,948	320,948
DANAHER CORP	462,612	462,612
DARLING INGREDIENTS INC	260,488	260,488
DEUTSCHE TELEKOM AG SPONSORED	184,618	184,618
DISH NETWORK CORP CL A	1,040,566	1,040,566
EAST WEST BANCORP INC	330,303	330,303
EASTGROUP PPTYS INC REIT	194,273	194,273
EATON VANCE CORP COM NON VTG	146,863	146,863
ECOLAB INC	761,290	761,290
ENEL SPA ADR	336,625	336,625
ENERSYS	276,989	276,989
ENI S P A SPONSORED ADR	365,632	365,632
ENTEGRIS INC	245,131	245,131
ENTERPRISE FINANCIAL SERVICE	116,856	116,856
EQT CORPORATION	212,553	212,553
FANUC CORP ADR	643,087	643,087
FIRST CASH INC	367,127	367,127
FLIR SYSTEM INC	231,578	231,578
FORM FACTOR INC	164,987	164,987
FRANKLIN ELECTRIC INC	257,792	257,792
FUJI FILM HOLDINGS CORP - ADR	99,854	99,854
GATX CORP	238,872	238,872
GENERAL DYNAMICS CORP	369,092	369,092
GENERAL MOTORS CO	1,150,480	1,150,480
GLAXO SMITHKLINE ADR	303,413	303,413
GOLDMAN SACHS GROUP INC	961,023	961,023
HALLIBURTON CO	323,981	323,981
HDFC BANK LTD SPON - ADR	898,971	898,971
HEARTLAND FINL USA INC	135,863	135,863
HEXAGON AB- UNSP ADR ADR SEDOL	806,636	806,636
HEXCEL CORP	412,286	412,286
HOME DEPOT INC	555,255	555,255
HONDA MOTOR CO LTD AMERICAN SH	332,302	332,302
HORACE MANN EDUCATORS CORP NEW	163,414	163,414
IBERDROLA SA SPON ADR	392,462	392,462
INFINEON TECHNOLOGIES ADR	765,310	765,310
ISUZU MTRS LTD ADR	51,018	51,018
JOHNSON CTLS INTL PLC SEDOL BY	316,002	316,002
JPMORGAN CHASE & CO	875,280	875,280
JPMORGAN CHASE & CO	292,385	292,385
KINGFISHER PLC SPONSORED ADR	309,619	309,619
KONINKLIJKE AHOLD DELHAIZE ADR	330,958	330,958
KONINKLIJKE PHILLIPS NV SPON A	460,320	460,320
KROGER CO	313,377	313,377
LENNAR CORP CLASS A	350,700	350,700
LENNAR CORP CLASS B	5,678	5,678
LIBERTY BROADBAND-C	771,587	771,587
LIBERTY GLOBAL PLC SERIES C SE	1,504,902	1,504,902
LIBERTY LATIN AMERIC-CL C-WI S	126,842	126,842
LIBERTY TRIPADVISOR HDG-A I	154,641	154,641
LITTELFUSE INC	326,297	326,297
LLOYDS BANKING GROUP PLC	344,279	344,279
LVMH MOET HENNESSY LOUIS ADR	767,091	767,091
MANTECH INTL CORP CL A	213,004	213,004
MARRIOTT INTERNATIONAL INC CL	1,052,679	1,052,679
MARTIN MARIETTA MATLS INC	424,327	424,327
MEDICAL PROPERTIES TRUST INC	136,314	136,314
MEDNAX INC	229,817	229,817
MEDTRONIC PLC SEDOL BTN1Y11 IS	402,367	402,367
MELCO RESORTS ENTERTAIN LTD AD	819,280	819,280
MERITAGE HOMES CORPORATION	227,222	227,222
MICROCHIP TECHNOLOGY INC	510,048	510,048
MICROSOFT CORP	615,326	615,326
MICROSOFT CORP	2,928,717	2,928,717
MITSUBISHI ELEC CORP UNSPON AD	46,622	46,622
MITSUBISHI UFJ FINL GRP ADR	160,121	160,121
MOHAWK INDS INC	770,301	770,301
MOLINA HEALTHCARE INC	163,854	163,854
MONDELEZ INTERNATIONAL	260,350	260,350
MONOLITHIC POWER SYSTEMS INC	274,291	274,291
MOOG INC CLASS A	172,837	172,837
MORGAN STANLEY	402,900	402,900
MUELLER WATER PRODUCTS INC SER	237,787	237,787
NATIONAL FUEL GAS CO	286,249	286,249
NATIONAL GRID GROUP PLC SEDOL	183,691	183,691
NIDEC CORPORATION SPON ADR	786,734	786,734
NIPPON SHINYAKU CO-UNSP ADR SE	163,872	163,872
NOBLE ENERGY INC	568,008	568,008
NOVARTIS AG SPONSORED ADR	281,689	281,689
NOVARTIS AG SPONSORED ADR	230,624	230,624
NTT DOCOMO INC SPON ADR	98,069	98,069
OIL STATES INTERNATIONAL INC	181,365	181,365
ORACLE CORP	1,789,277	1,789,277
OSHKOSH CORPORATION CLASS B	362,148	362,148
OSI SYS INC	246,528	246,528
PAYPAL HOLDINGS INC-W/I	415,601	415,601
PDC ENERGY INC	237,931	237,931
PEBBLEBROOK HOTEL TRUST	200,286	200,286
PHILLIPS 66	424,532	424,532
PIONEER NAT RES CO	284,806	284,806
PPG INDUSTRIES INC	377,888	377,888
PRYSMIAN SPA-UNSPONSOREE ADR A	585,633	585,633
QBE INSURANCE GROUP-SPN ADR AD	164,417	164,417
QIAGEN NV SEDOL BYXS688 ISIN N	451,602	451,602
RAYMOND JAMES FINANCIAL INC	264,119	264,119
REINSURANCE GROUP OF AMERICA	243,868	243,868
ROYAL DUTCH SHELL PLC ADR B	314,502	314,502
RWE AG SPONSORED ADR REPSTG OR	77,975	77,975
SAFRAN SA UNSPON ADR	934,120	934,120
SANMINA CORP	231,353	231,353
SANOFI SPONSORED ADR	359,770	359,770
SAP SE SPONSORED ADR	154,753	154,753
SINGAPORE TELECOMMUNICATION AD	156,880	156,880
SNAP ON INC	322,244	322,244
SONY CORP AMERICAN SHARE NEW S	400,904	400,904
SOUTH JERSEY INDUSTRIES INC	177,424	177,424
SSE PLC SPN ADR	151,312	151,312
STATE AUTO FINANCIAL CORP	67,447	67,447
STERLING BANCORP	123,775	123,775
STIFEL FINL CORP	153,929	153,929
TAIWAN SEMICONDUCTOR MTG CO AD	277,271	277,271
TAKEDA PHARMACEUTIC SPON ADR	357,850	357,850
TELEDYNE TECHNOLOGIES INC	309,538	309,538
TELEFONICA S A SPONSORED ADR	240,870	240,870
TELIA COMPANY AB	316,719	316,719
TENCENT HOLDINGS LTD UNSPON AD	766,313	766,313
TESCO PLC SPON ADR	381,293	381,293
THE SCOTTS MIRACLE-GRO COMPANY	211,725	211,725
THERMO FISHER SCIENTIFIC INC	952,844	952,844
TIMKEN CO	219,884	219,884
TOKIO MARINE HOLDINGS ADR	293,696	293,696
TRIPADVISOR INC CLASS I	930,357	930,357
TRUSTMARK CORP	167,653	167,653
TWENTY-FIRST CENTURY-CL B-WI	1,980,654	1,980,654
UNILEVER NV NEW YORK SHARES NE	348,807	348,807
UNITED BANKSHARES INC W VIRGIN	175,230	175,230
UNITED FIRE GROUP INC	213,570	213,570
UNITED NAT FOODS INC	167,313	167,313
UNITED OVERSEAS BK LTD SPONSOR	292,886	292,886
UNITED PARCEL SERVICE CL B	843,997	843,997
UNITEDHEALTH GROUP INC	1,533,375	1,533,375
WALGREENS BOOTS ALLIANCE INC	248,462	248,462
WELBILT INC	189,858	189,858
WELLS FARGO & COMPANY	1,520,442	1,520,442
WESBANCO INC	175,070	175,070
WGL HLDGS INC MERGED 07/09/18	274,593	274,593
WHITING PETROLEUM CORP	178,404	178,404
WOLVERINE WORLD WIDE INC	224,579	224,579
WPP PLC ADR	236,919	236,919
WR BERKLEY CORP	707,808	707,808
WUXI BIOLOGICS CAYMAN - ADR SE	394,647	394,647
ZURICH INS GROUP LTD ADR	236,386	236,386
DODGE & COX INTERNATIONAL STOC	15,792,341	15,792,341
HARDING LOEVNER INTER S/C-IS	7,993,112	7,993,112
ISHARES EDGE MSCI MIN VOL USA	5,737,080	5,737,080
ISHARES RUSSELL 1000 GROWTH ET	20,894,140	20,894,140
ISHARES RUSSELL 2000 GROWTH ET	7,151,550	7,151,550
LAZARD GLOBAL LISTED INFRASTRU	7,520,838	7,520,838
PIMCO RAE FUND US FUND-INS	17,120,518	17,120,518
SPDR MIDCAP TRUST SERIES 1 ETF	32,608,587	32,608,587
VANGUARD INSTL INDEX FD SH BEN	38,716,751	38,716,751
BLACKROCK STRATEGIC INCOME OPP	21,468,153	21,468,153
DOUBLELINE TOTAL RETURN BOND F	10,029,580	10,029,580
ISHARES TIPS BOND ETF	4,972,601	4,972,601
VANGUARD BD INDEX FD INC TOTAL	7,185,711	7,185,711
GOLDMAN SACHS OEX NOTE 10% BUF	7,662,000	7,662,000
HSBC INTERNATIONAL EQUITY NOTE	5,576,500	5,576,500
SOCGEN INTERNATIONAL NOTE 170%	6,617,100	6,617,100

- TIN:

TY 2017 InvestmentsOtherSchedule2

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Category/ Item	Book Value	End of Year Fair Market Value
ARCHSTONE OFFSHORE FUND LTD CL	175,313	175,313
BLACKSTONE MARKET OPPORTUNITIE	910,319	910,319
BLACKSTONE MARKET OPPORTUNITIE	56,242	56,242
BLACKSTONE PARTNERS OFFSHORE F	17,240,304	17,240,304
DISCOVERY GLOBAL MACRO FUND LT	4,643,042	4,643,042
ESCROW CASH FOR SELECTINVEST P	4,148	4,148
HUDSON BAY INTERNATIONAL FUND	5,901,986	5,901,986
HUDSON BAY INTERNATIONAL FUND	5,661,856	5,661,856
PERSISTENT EDGE ASIA PARTNERS	9,741,452	9,741,452
TITAN MASTERS INTERNATIONAL FU	6,992,414	6,992,414
YORK CREDIT OPPORTUNITIES UNIT	5,103,447	5,103,447
YORK CREDIT OPPORTUNITIES UNIT	5,527,040	5,527,040
HAMILTON LANE MARKET STREET OP	2,519,158	2,519,158
STAR MOUNTAIN DIVERSIFIED SMAL	3,588,868	3,588,868

- TIN:

TY 2017 LegalFeesSchedule

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Category	Amount	Disbursements for Charitable Purposes
BUCHANAN INGERSOLL & ROONEY	53,217	53,217
DILWORTH PAXSON LLP	4,966	4,676
EMILY PERRI HEMPHILL	13,175	16,125
MUNGER, TOLLES & OLSON LLP	11,627	5,594
SHEPPARD MULLIN RICHTER & HAMP	52,335	42,744
US IMMIGRATION LAW GROUP, LLP	5,152	5,152

- TIN:

TY 2017 OtherAssetsSchedule

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
ACCRUED INTEREST AND DIV	273,898	494,198	494,198
OTHER RECEIVABLES	6,648,187	16,734	16,734

- TIN:

TY 2017 OtherExpensesSchedule

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Description	Revenue and Expenses per Books	Disbursements for Charitable Purposes
STATIONARY, SUPPLIES & POSTAGE	176,500	172,110
ADVERTISING & PROMOTION	83,597	83,597
EMPLOYEE TRAINING & RECRUITING	38,570	36,276
MEMBERSHIPS & SUBSCRIPTIONS	37,695	37,816
PROGRAM & SPECIAL EVENTS	1,031,343	1,027,830
COMPUTER EQUIPMENT & SOFTWARE	45,384	47,115
EQUIPMENT	77,941	77,941
INSURANCE	393,753	393,753
LICENSES & PERMITS	7,343	7,343
GENERAL & ADMIN MISCELLANEOUS	216,279	216,463

- TIN:

TY 2017 OtherIncomeSchedule2

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
Other Investment Income/(Loss)	357,150	357,150	357,150
Tours, Educ Programs	906,643		906,643
Royalties	461	461	461
Sale of Non-Capitalized Items	3,020		3,020

- TIN:

TY 2017 OtherIncreasesSchedule

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Description	Amount
NET UNREALIZED GAINS/LOSSES-INVESTMENTS	14,433,611

- TIN:

TY 2017 OtherLiabilitiesSchedule

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Description	Beginning of Year - Book Value	End of Year - Book Value
DEFERRED TAX LIABILITY	1,901,593	2,190,265
ADMINISTRATIVE SVCS AGRMT LIAB	363,950	319,120

- TIN:

TY 2017 OtherProfessionalFeesSchedule

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT MANAGEMENT	1,253,551	1,253,551	1,253,551
IT & SECURITY CONSULTANTS	230,473			230,473
TEMPORARY STAFFING	14,641			14,641
CONSULTANTS/PROGRAM MGMT SVCS	191,714			189,033

- TIN:

TY 2017 SalesOfInventoryList

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Category	Gross Sales	Cost of Goods Sold	Net (Gross Sales Minus Cost of Goods Sold)
GIFT STORE SALES	280,708	189,958	90,750
CAFE SALES	196,524	96,533	99,991

- TIN:

TY 2017 TaxesSchedule

Name:

The Annenberg Foundation Trust at Sunnylands

EIN:

25-6774871

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAX	55,096	55,096	55,096
SALES AND USE TAX	4,491			3,335
CEMETERY ENDOWMENT TAX	1,200
PERSONAL PROPERTY TAXES	1,538			1,538
REAL ESTATE TAXES	374,994			374,994
OTHER TAXES	1,575			1,575
EXCISE TAX	523,318			75,000