Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 01-01-2018 , and ending 12-31-2018
Name of foundation
PHOEBE R & JOHN D LEWIS FOUNDATION
C/O R LAUGHLIN WIPFLI
Number and street (or P.O. box number if mail is not delivered to street address)469 SECURITY BLVD
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
GREEN BAY, WI54313
A Employer identification number

31-1401478
B Telephone number (see instructions)

(414) 231-9724
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$12,734,730J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments 29,023 29,023  
4 Dividends and interest from securities... 222,107 222,107  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 712,755
b Gross sales price for all assets on line 6a 2,290,057
7 Capital gain net income (from Part IV, line 2)... 712,755
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 963,885 963,885  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 5,595 1,399   4,196
b Accounting fees (attach schedule)....... Click to see attachment 1,925 1,444   481
c Other professional fees (attach schedule).... Click to see attachment 86,231 86,231   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 21,292 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule).......        
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 115,043 89,074   4,677
25 Contributions, gifts, grants paid....... 637,342 637,342
26 Total expenses and disbursements. Add lines 24 and 25 752,385 89,074   642,019
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 211,500
b Net investment income (if negative, enter -0-) 874,811
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 1,929,887 1,632,904 1,632,904
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 5,828,458 Click to see attachment6,336,940 11,101,826
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 7,758,345 7,969,844 12,734,730
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
Foundations that do not follow SFAS 117, check here bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 7,758,345 7,969,844
30 Total net assets or fund balances (see instructions)..... 7,758,345 7,969,844
31 Total liabilities and net assets/fund balances (see instructions). 7,758,345 7,969,844
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
7,758,345
2
Enter amount from Part I, line 27a .....................
2
211,500
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
7,969,845
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
1
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
7,969,844
Form 990-PF (2018)
Form 990-PF (2018)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES      
b CLASS ACTION SETTLEMENTS      
c
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 2,285,640   1,577,302 708,338
b 4,417     4,417
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       708,338
b       4,417
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 712,755
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see 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))
2017 547,586 12,980,634 0.042185
2016 520,000 11,598,726 0.044833
2015 586,937 11,534,461 0.050886
2014 466,235 11,061,255 0.042150
2013 417,600 9,487,032 0.044018
2
Total of line 1, column (d) .....................
2
0.224072
3
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 ......
3
0.044814
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
14,075,913
5
Multiply line 4 by line 3......................
5
630,798
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
8,748
7
Add lines 5 and 6........................
7
639,546
8
Enter qualifying distributions from Part XII, line 4,.............
8
642,019
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 (2018)
Form 990-PF (2018)
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 Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
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 8,748
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 8,748
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 8,748
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 13,000
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 13,000
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 4,252
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet4,252 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletWI
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2018 or the taxable year beginning in 2018? See the instructions for Part XIV.
    If "Yes," complete Part XIV .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletGRAHAM LEWIS Telephone no.bullet (414) 231-9724

    Located atbullet5205 N IRONWOOD ROAD STE 211MILWAUKEEWI ZIP+4bullet53217
    15
    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
    15
     
    16 At any time during calendar year 2018, 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
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........
    1b
     
     
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2018?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2018 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 2018.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    8
    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? .................
    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
    PHOEBE R LEWIS PRESIDENT
    1.00     		0 0 0
    1800 N PROSPECT AVE APT 20D
    MILWAUKEE,WI53202
    GRAHAM D LEWIS TREASURER
    1.00     		0 0 0
    5638 S DORCHESTER AVE
    CHICAGO,IL60637
    MEREDITH DEGEN SECRETARY
    1.00     		0 0 0
    3518 BLACKHAWK DR
    MADISON,WI53705
    BRADLEY LEWIS VICE-PRESIDENT
    1.00     		0 0 0
    70 SOMERSET ST
    BELMONT,MA02478
    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...................bullet 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    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.........................bullet0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    12,279,835
    b
    Average of monthly cash balances.......................
    1b
    2,010,432
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    14,290,267
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    14,290,267
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    214,354
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    14,075,913
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    703,796
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    703,796
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    8,748
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    8,748
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    695,048
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    695,048
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    695,048
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    642,019
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    642,019
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    8,748
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    633,271
    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 (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 695,048
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 635,342
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013......  
    b From 2014......  
    c From 2015......  
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 642,019
    a Applied to 2017, but not more than line 2a 635,342
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 6,677
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2018. 0 0
    (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 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    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......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		688,371
    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) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018....  
    Form 990-PF (2018)
    Form 990-PF (2018)
    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 2018, enter the date of the ruling....... bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2018 (b) 2017 (c) 2016 (d) 2015
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the 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).)
    PHOEBE R LEWIS
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number 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 (2018)
    Form 990-PF (2018)
    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)
    aPaid during the year
    AUDOBON MASS - HABITAT
    10 JUNIPER RD
    BELMONT,MA02478     		NONE PC HABITAT SANCTUARY 1,000
    BEAVER COUNTRY DAY SCHOOL
    791 HAMMOND ST
    CHESTNUT HILL,MA02467     		NONE PC ANNUAL FUND 5,000
    BELMONT DAY SCHOOL
    55 DAY SCHOOL LN
    BELMONT,MA02478     		NONE PC ANNUAL FUND AND PLEDGE PAYMENT 30,000
    BOYS & GIRLS CLUB OF DANE COUNTY
    1818 W BELTLINE HWY
    MADISON,WI53713     		NONE PC MINDFULNESS PROGRAM 7,000
    CARE DIMENSIONS
    75 SYLVAN ST
    DANVERS,MA01923     		NONE PC PROGRAM SUPPORT 1,000
    CLEAN LAKES ALLIANCE
    150 E GILMAN ST
    MADISON,WI53703     		NONE PC WATERSHED PROTECTION AND RESTORATION 12,000
    CONNECTIONS FOR THE HOMELESS
    2121 DEWEY AVE
    EVANSTON,IL60201     		NONE PC PROGRAM SUPPORT 5,000
    CRADLES TO CRAYONS
    155 N BEACON ST
    BRIGHTON,MA02135     		NONE PC BOSTON AREA PROGRAM SUPPORT 2,500
    ENVIROMENTAL DEFENSE FUND
    257 PARK AVE S
    NEW YORK,NY10010     		NONE PC PROGRAM SUPPORT 5,000
    EPIPHANY SCHOOL
    154 CENTRE ST
    DORCHESTER,MA02124     		NONE PC PROGRAM SUPPORT 2,000
    FAMILY PROMISE CHICAGO NORTH SHORE
    1417 HINMAN AVE
    EVANSTON,IL60201     		NONE PC PROGRAM SUPPORT 5,000
    FAMILY SUPPORT AND RESOURCE CENTER
    101 NOB HILL RD
    MADISON,WI53713     		NONE PC PROGRAM SUPPORT 5,000
    GLOBAL VOICES INIATIVE
    5551 S UNIVERSITY AVE
    CHICAGO,IL60637     		NONE PC PROGRAM SUPPORT 2,000
    GROUNDSWELL CONSERVANCY
    303 PATERSON ST
    MADISON,WI53703     		NONE PC PROGRAM SUPPORT 10,000
    INTERNATIONAL CRANE FOUNDATION
    E11376 SHADY LANE RD
    BARABOO,WI53913     		NONE PC PROGRAM SUPPORT 5,000
    MORAN CENTER FOR YOUTH ADVOCACY
    1123 EMERSON ST
    EVANSTON,IL60201     		NONE PC PROGRAM SUPPORT 5,000
    LAFAYETTE COLLETE
    BOX 3000
    EASTON,PA18042     		NONE PC PROGRAM SUPPORT 5,000
    LOOMIS CHAFFEE SCHOOL
    4 BATCHELDER RD
    WINDSOR,CT06095     		NONE PC ANNUAL FUND 22,750
    LOOMIS CHAFFEE SCHOOL
    4 BATCHELDER RD
    WINDSOR,CT06095     		NONE PC PLEDGE PAYMENT 5,000
    MADISON AUDUBON SOCIETY
    1400 E WASHINGTON AVE 170
    MADISON,WI53703     		NONE PC LAND ACQUISITION AND MAINTENANCE 20,000
    MADISON COMMUNITY FOUNDATION
    2 SCIENCE COURT 3
    MADISON,WI53711     		NONE PC NAMI, APT, FOPBC, LITERACY NETWORK 15,000
    MADISON COMMUNITY FOUNDATION
    2 SCIENCE COURT 3
    MADISON,WI53711     		NONE PC PLANNED PARENTHOOD FUND, PORCHLIGHT FUND 30,000
    MARTHA'S VINEYARD MUSEUM
    59 SCHOOL ST
    EDGARTOWN,MA02539     		NONE PC PROGRAM SUPPORT 20,000
    MEALS AT HOME
    1123 EMERSON ST 213
    EVANSTON,IL60201     		NONE PC PROGRAM SUPPORT 10,000
    NATIONAL OUTDOOR LEADARSHIP SCHOOL
    502 LINCOLN ST
    LANDER,WY82520     		NONE PC JOHN D. LEWIS SCHOLARSHIP FUND 15,500
    NATIONAL OUTDOOR LEADARSHIP SCHOOL
    502 LINCOLN ST
    LANDER,WY82520     		NONE PC LEWIS SCHOLARSHIPCURRENT USE 11,000
    NATIONAL OUTDOOR LEADARSHIP SCHOOL
    502 LINCOLN ST
    LANDER,WY82520     		NONE PC LEWIS SCHOLARSHIP 26,500
    NATIONAL OUTDOOR LEADARSHIP SCHOOL
    502 LINCOLN ST
    LANDER,WY82520     		NONE PC LEWIS SCHOLARSHIP 5,500
    NELSON INST FOR ENV STUDIES
    550 N PARK ST
    MADISON,WI53706     		NONE PC PROGRAM SUPPORT 5,000
    ONE CITY EARLY LEARNING CENTER
    2012 FISHER ST
    MADISON,WI53713     		NONE PC PROGRAM SUPPORT 10,000
    PINEY WOODS SCHOOL
    PO BOX 57
    PINEY WOODS,MS39148     		NONE PC CAPACITY BUILDING 277,342
    PINEY WOODS SCHOOL
    PO BOX 57
    PINEY WOODS,MS39148     		NONE PC PROGRAM SUPPORT 15,500
    REFUGEEONE
    4753 N BROADWAY ST 401
    CHICAGO,IL60640     		NONE PC PROGRAM SUPPORT 3,000
    SPARCINC
    3045 GOMER ST
    YORKTOWN HEIGHTS,NY10598     		NONE PC PROGRAM SUPPORT 3,000
    SQUASH BUSTERS
    795 COLUMBUS AVE
    ROXBURY CROSSING,MA02120     		NONE PC PROGRAM SUPPORT 2,000
    SUFFIELD ACADEMY
    185 N MAIN ST
    SUFFIELD,CT06078     		NONE PC ANNUAL FUND 22,750
    SUMMER SEARCH
    DEPT 34425 PO BOX 39000
    SAN FRANCISCO,CA94139     		NONE PC BOSTON AREA PROGRAM SUPPORT 2,000
    U OF CHICAGO-DEPT OF RADIOLOGY
    5841 S MARYLAND AVE
    CHICAGO,IL60637     		NONE PC PROGRAM SUPPORT 8,000
    Total .................................bullet 3a 637,342
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		    14 29,023  
    4 Dividends and interest from securities....     14 222,107  
    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.....     18    
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 712,755  
    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).. 0 963,885 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    963,885
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2018 AccountingFeesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
     
    C/O R LAUGHLIN WIPFLI
    EIN:
    31-1401478
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX PREPARATION FEE 1,925 1,444   481

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
     
    C/O R LAUGHLIN WIPFLI
    EIN:
    31-1401478
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ACCENTURE PLC SHS CL A NEW - 2740 SHS 79,639 386,367
    ALPHABET INC CAP STK CL C - 335 SHS 88,107 346,929
    ALPHABET INC CAP STK CL A - 335 SHS 88,658 350,062
    COGNIZANT TECH SOLUTIONS CORP CL A - 5290 SHS 86,312 335,809
    COSTCO WHOLESALE CORP - 1400 SHS 217,126 285,194
    FASTENAL CO - 2360 SHS 58,848 123,404
    HOME DEPOT INC - 2070 SHS 172,955 355,667
    PAYPAL HLDGS INC - 2965 SHS 92,387 249,327
    PNC FINANCIAL SERVICES GROUP - 2955 SHS 156,249 345,469
    S.W. AIRL CO COM - 6190 SHS 106,041 287,711
    SCHWAB CHARLES CORP COM NEW - 7390 SHS 258,560 306,907
    T ROWE PRICE GROUP INC - 3490 SHS 276,473 322,197
    TJX COS INC COM - 9360 SHS 106,151 418,766
    UNITEDHEALTH GROUP INC - 2110 SHS 134,364 525,643
    VISA INC COM CL A STK - 4025 SHS 64,161 531,059
    PK NATIONAL CORP COM - 7232 SHS 307,483 614,358
    ABBOTT LAB - 2050 SHS 49,713 148,277
    ABBVIE INC COM - 2000 SHS 198,696 184,380
    ADOBE SYS INC - 700 SHS 53,133 158,368
    ALEXION PHARMACEUTICALS INC - 1250 SHS 151,534 121,700
    ALPHABET INC A - 160 SHS 68,404 167,194
    AMER ELEC PWR CO INC - 2200 SHS 146,542 164,428
    APTIV PLC - 2950 SHS 230,430 181,632
    AT&T INC - 5850 SHS 173,015 166,959
    BANK NEW YORK MELLON CORP - 2700 SHS 147,838 127,089
    BOEING CO COM - 600 SHS 214,006 193,500
    BROADCOM INC - 750 SHS 165,160 190,710
    CARNIVAL CORP COM - 3400 SHS 210,335 167,620
    CELGENE CORP - 2150 SHS 125,587 137,794
    CHEVRON CORP - 1100 SHS 70,794 119,669
    CHUBB LTD ORD - 1000 SHS 115,568 129,180
    D R HORTON INC - 5350 SHS 221,526 185,431
    DANAHER CORP - 1900 SHS 53,715 195,928
    DOMINION ENERGY INC - 2300 SHS 108,725 164,358
    DOWDUPONT INC - 3600 SHS 133,969 192,528
    DUKE ENERGY CORP NEW - 1950 SHS 144,246 168,285
    EOG RESOURCES INC - 1250 SHS 117,663 109,013
    FACEBOOK INC - 1250 SHS 159,574 163,863
    FEDEX CORP - 1000 SHS 116,091 161,330
    INTERCONTINENTAL EXCHANGE INC COM - 2450 SHS 116,337 184,559
    JOHNSON & JOHNSON COM - 1050 SHS 118,780 135,503
    KINDER MORGAN INC - 8000 SHS 148,087 123,040
    MERCK & CO INC NEW - 2250 SHS 84,909 171,923
    MICROSOFT CORP COM - 1650 SHS 45,660 167,591
    ORACLE CORP - 3750 SHS 117,368 169,313
    PFIZER INC - 3950 SHS 70,411 172,418
    THERMO FISHER CORP - 600 SHS 30,711 134,274
    UNITEDHEALTH GROUP INC - 700 SHS 75,613 174,384
    VISA INC COM CL A - 1400 SHS 59,286 184,716

    TY 2018 LegalFeesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
     
    C/O R LAUGHLIN WIPFLI
    EIN:
    31-1401478
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ATTORNEY FEES 5,595 1,399   4,196


    TY 2018 OtherDecreasesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
     
    C/O R LAUGHLIN WIPFLI
    EIN:
    31-1401478
    Description Amount
    ADJUSTMENT TO BEGINNING BALANCE 1


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
     
    C/O R LAUGHLIN WIPFLI
    EIN:
    31-1401478
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MGT FEE 86,231 86,231   0


    TY 2018 TaxesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
     
    C/O R LAUGHLIN WIPFLI
    EIN:
    31-1401478
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAX PAID - PRIOR YEAR 8,292 0   0
    ESTIMATED EXCISE TAX PAID - CURRENT YEAR 13,000 0   0