TY 2018 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

2018

Open to Public Inspection

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

Name of foundation
THE DEPOT FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)230 W SUPERIOR ST 432
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
DULUTH, MN55802

A Employer identification number

41-1356072

B Telephone number (see instructions)

(218) 279-9913

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

$6,373,612J 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)	140,191
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	142,322		142,322
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		139,660
b	Gross sales price for all assets on line 6a 571,831
7	Capital gain net income (from Part IV, line 2)...			139,660
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).......		6,302		6,302
12	Total. Add lines 1 through 11........	428,475		281,982	6,302
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......	22,806				7,982
15	Pension plans, employee benefits.......	2,267				625
16a	Legal fees (attach schedule).........		641			616
b	Accounting fees (attach schedule).......		5,740
c	Other professional fees (attach schedule)....		27,721	27,721
17	Interest...............
18	Taxes (attach schedule) (see instructions)...
19	Depreciation (attach schedule) and depletion...		335
20	Occupancy..............	4,125
21	Travel, conferences, and meetings.......	129
22	Printing and publications..........	2,948
23	Other expenses (attach schedule).......		16,638	111		1,470
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	83,350		27,832		10,693
25	Contributions, gifts, grants paid.......	428,385				304,385
26	Total expenses and disbursements. Add lines 24 and 25	511,735		27,832		315,078
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-83,260
b	Net investment income (if negative, enter -0-)			254,150
c	Adjusted net income (if negative, enter -0-)...				6,302

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2018)

Form 990-PF (2018)

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.............	1,713	1,393	1,393
	2	Savings and temporary cash investments.........	94,513	216,981	216,981
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable 300
		Less: allowance for doubtful accounts	600	300	300
	5	Grants receivable.................	39,322	85,917	85,917
	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..............	2,293	2,293	2,293
	9	Prepaid expenses and deferred charges..........	1,048	1,046	1,046
	10a	Investments—U.S. and state government obligations (attach schedule)	122,415	125,990	125,990
	b	Investments—corporate stock (attach schedule).......	1,060,135	1,113,714	1,113,714
	c	Investments—corporate bonds (attach schedule).......	295,702	252,466	252,466
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	4,589,334	4,502,606	4,502,606
	14	Land, buildings, and equipment: basis 42,158
		Less: accumulated depreciation (attach schedule) 33,012	9,482	9,146	9,146
	15	Other assets (describe )	3,174	61,760	61,760
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	6,219,731	6,373,612	6,373,612
	17	Accounts payable and accrued expenses..........	5,762	-1,050
	18	Grants payable.................	1,000	125,000
	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 )		57,259
	23	Total liabilities (add lines 17 through 22).........	6,762	181,209
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted..................	6,047,894	6,021,793
	25	Temporarily restricted...............	3,302	4,353
	26	Permanently restricted...............	161,773	166,257
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see instructions).....	6,212,969	6,192,403
	31	Total liabilities and net assets/fund balances (see instructions).	6,219,731	6,373,612

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 30 (must agree with end-of-year figure reported on prior year’s return) ...............

6,212,969

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

-83,260

Other increases not included in line 2 (itemize) bullet

94,906

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

6,224,615

Decreases not included in line 2 (itemize) bullet

32,212

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .

6,192,403

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	ALLERGAN PLC	P		2019-05-02
b	CONSTELLATION BRANDS INC	P	2019-03-25	2019-05-02
c	OREILLY AUTOMOTIVE INC	P		2018-10-12
d	SPDR DOW JONES REIT ETF	P	2012-09-14	2019-05-01
e	ALPHABET INC CL C	P	2015-09-15	2019-05-02
	CONSTELLATION BRANDS INC	P	2016-11-16	2019-05-02
	PALO ALTO NETWORKS INC	P		2018-07-20
	TRANSDIGM GROUP INC	P	2015-12-21	2019-03-01
	AMAZON COM INC	P	2009-12-22	2018-07-17
	CRM SMALL CAP VALUE FD	P		2019-05-01
	PALO ALTO NETWORKS INC	P		2019-05-02
	ULTA BEAUTY INC	P	2017-06-23	2019-03-27
	AMAZON COM INC	P	2019-02-27	2019-05-02
	DANAHER CORP	P	2017-08-23	2019-05-02
	POOL CORPORATION	P	2018-11-27	2019-05-02
	ULTA BEAUTY INC	P	2017-06-23	2019-05-02
	AMAZON COM INC	P	2009-12-22	2019-05-02
	ESTEE LAUDER COMPANIES INC	P		2018-07-20
	PPG INDUSTRIES INC	P		2018-11-29
	ULTIMATE SOFTWARE GROUP INC	P	2017-11-30	2019-05-02
	APPLE INC	P	2019-02-27	2019-05-02
	FACEBOOK INC	P	2014-05-22	2019-05-02
	PRINCIPAL PREFERRED SEC	P	2017-12-20	2018-11-07
	ULTIMATE SOFTWARE GROUP INC	P	2017-11-30	2019-05-06
	ARISTA NETWORKS INC	P	2018-10-10	2019-03-27
	FORTIVE CORP	P	2018-05-08	2019-05-02
	PRINCIPAL PREFERRED SEC	P		2018-11-07
	VISA INC	P	2013-11-04	2018-11-29
	BANK OF NY MELLON 2.100% 11519	P	2014-12-19	2019-01-15
	HALLIBURTON CORP	P		2018-09-14
	S&P GLOBAL INC	P	2019-02-27	2019-05-02
	VISA INC	P		2019-05-02
	BOSTON SCIENTIFIC CORP	P	2015-04-14	2018-10-05
	HOME DEPOT INC	P		2018-10-12
	S&P GLOBAL INC	P	2014-12-24	2019-05-02
	WABCO HOLDINGS INC	P		2018-12-27
	BOSTON SCIENTIFIC CORP	P	2015-04-14	2019-05-02
	HOME DEPOT INC	P	2013-02-20	2019-05-02
	SALESFORCE COM INC	P	2016-12-12	2018-07-20
	WABCO HOLDINGS INC	P	2016-06-01	2019-03-27
	BROADCOM INC	P		2019-03-01
	MICROSOFT CORP	P	2018-11-27	2019-05-02
	SALESFORCE COM INC	P		2019-05-02
	WALT DISNEY CO	P	2018-03-13	2018-11-29
	BROADCOM INC	P	2018-02-09	2019-05-02
	MIDDLEBY CORP	P	2018-03-13	2019-05-02
	SM ENERGY CO	D	1973-01-28	2018-10-16
	CELGENE CORP	P		2018-09-14
	MONSTER BEVERAGE CORP	P	2013-03-26	2019-03-27
	SMITH A O CORP CL B	P	2017-08-23	2018-11-29
	CENTENE CORP	P	2016-06-01	2018-12-27
	NETFLIX INC	P	2017-06-05	2018-07-17
	SPDR DJ WILSHIRE INTL RE	P	2010-11-17	2019-05-01
	COCA COLA CO	P	2019-03-25	2019-05-02
	OREILLY AUTOMOTIVE INC	P	2016-08-12	2018-08-23
	SPDR DOW JONES REIT ETF	P	2012-09-14	2018-11-08

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	4,371	9,238	-4,867
b	2,539	2,017	522
c	11,669	9,533	2,136
d	24,454	19,196	5,258
e	5,946	3,182	2,764
	635	460	175
	6,274	4,823	1,451
	6,449	3,041	3,408
	3,618	268	3,350
	50,000	53,840	-3,840
	2,473	1,509	964
	5,700	4,848	852
	3,835	3,257	578
	2,643	1,638	1,005
	2,734	2,337	397
	3,490	2,852	638
	5,751	402	5,349
	6,460	2,879	3,581
	10,403	9,930	473
	3,309	2,104	1,205
	5,008	4,350	658
	2,927	916	2,011
	68	73	-5
	19,890	12,624	7,266
	5,972	4,582	1,390
	2,580	2,221	359
	41,853	39,907	1,946
	7,183	2,615	4,568
	50,000	50,000
	10,014	13,280	-3,266
	2,417	2,211	206
	2,474	720	1,754
	7,023	3,261	3,762
	4,508	1,555	2,953
	879	362	517
	6,848	7,454	-606
	2,212	1,075	1,137
	3,044	997	2,047
	4,845	2,318	2,527
	12,285	9,371	2,914
	17,927	15,994	1,933
	4,553	3,743	810
	2,476	925	1,551
	17,182	15,666	1,516
	3,153	2,318	835
	2,665	2,661	4
	2,476		2,476
	13,845	4,948	8,897
	3,596	1,073	2,523
	10,994	12,906	-1,912
	5,383	3,102	2,281
	3,999	1,650	2,349
	25,129	25,513	-384
	2,449	2,307	142
	4,279	3,727	552
	45,855	38,392	7,463

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			-4,867
b			522
c			2,136
d			5,258
e			2,764
			175
			1,451
			3,408
			3,350
			-3,840
			964
			852
			578
			1,005
			397
			638
			5,349
			3,581
			473
			1,205
			658
			2,011
			-5
			7,266
			1,390
			359
			1,946
			4,568

			-3,266
			206
			1,754
			3,762
			2,953
			517
			-606
			1,137
			2,047
			2,527
			2,914
			1,933
			810
			1,551
			1,516
			835
			4
			2,476
			8,897
			2,523
			-1,912
			2,281
			2,349
			-384
			142
			552
			7,463

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	139,660
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	6,573

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))
2017	320,193	6,143,435	0.052120
2016	386,843	5,617,942	0.068858
2015	416,405	5,636,770	0.073873
2014	286,505	6,526,298	0.043900
2013	244,155	6,254,720	0.039035

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

0.277786

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 ......

0.055557

Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......

5,988,722

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

332,715

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

2,542

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

335,257

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

315,078

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)

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	5,083
	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	5,083
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	5,083
6	Credits/Payments:

a	2018 estimated tax payments and 2017 overpayment credited to 2018	6a	6,560
b	Exempt foreign organizations—tax withheld at source......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	6,560
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	1,477
11	Enter the amount of line 10 to be: Credited to 2019 estimated tax1,477	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

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

Yes

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

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

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

Yes

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

or 4942(j)(5) for calendar year 2018 or the taxable year beginning in 2018? See the instructions for Part XIV.

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

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

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

Form 990-PF (2018)

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.DEPOTFOUNDATION.ORG

The books are in care of bullet

TRACY HANSEN Telephone no. bullet

(218) 279-9913

Located at bullet

230 W SUPERIOR ST 432DULUTHMN ZIP+4 bullet

55802

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 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

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 2018?.............

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 2018, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2018?.............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 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.)..................

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 2018?

Form 990-PF (2018)

Page 6

Part VII-B

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

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

Yes

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

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

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

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

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

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

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

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

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

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

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

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?..........YesNo

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

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

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

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

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

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

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

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

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

Part VIII

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

1 List all officers, directors, trustees, foundation managers and their compensation. See instructions

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
BILL GRAVELLE	PRESIDENT 000.00	0	0	0
230 W SUPERIOR ST 432 DULUTH,MN55802	PRESIDENT 000.00	0	0	0
RENEE MATTSON	VICE-CHAIR 000.00	0	0	0
230 W SUPERIOR ST 432 DULUTH,MN55802	VICE-CHAIR 000.00	0	0	0
KAROL SOWERS	SECRETARY 000.00	0	0	0
230 W SUPERIOR ST 432 DULUTH,MN55802	SECRETARY 000.00	0	0	0
PAT CUTSHALL	TREASURER 000.00	0	0	0
230 W SUPERIOR ST 432 DULUTH,MN55802	TREASURER 000.00	0	0	0
MISSY FRANCISCO CARLSON	DIRECTOR 000.00	0	0	0
230 W SUPERIOR ST 432 DULUTH,MN55802	DIRECTOR 000.00	0	0	0
AMY HIETAPELTO	DIRECTOR 000.00	0	0	0
230 W SUPERIOR ST 432 DULUTH,MN55802	DIRECTOR 000.00	0	0	0
ELISSA HUSBY	DIRECTOR 000.00	0	0	0
230 W SUPERIOR ST 432 DULUTH,MN55802	DIRECTOR 000.00	0	0	0
KRIS KAPSNER	DIRECTOR 000.00	0	0	0
230 W SUPERIOR ST 432 DULUTH,MN55802	DIRECTOR 000.00	0	0	0
DENNIS LAMKIN	DIRECTOR 000.00	0	0	0
230 W SUPERIOR ST 432 DULUTH,MN55802	DIRECTOR 000.00	0	0	0
ROB HOFFMANN	DIRECTOR 000.00	0	0	0
230 W SUPERIOR ST 432 DULUTH,MN55802	DIRECTOR 000.00	0	0	0
RICK LUBBERS	DIRECTOR 000.00	0	0	0
230 W SUPERIOR ST 432 DULUTH,MN55802	DIRECTOR 000.00	0	0	0

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


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









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

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............. 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	GRANTS TO SUPPORT THE IDENTITY OF THE DEPOT AS A VITAL AND THRIVING CULTURAL, ARTS, AND HERITAGE CENTER	437,363
2	DEPOT FOUNDATION ARTS & CULTURE AWARDS RECOGNIZE MEMBERS OF THE COMMUNITY IN THE AREAS OF ARTS, CULTURE AND HISTORIAL PRESERVATION	750
3	OPERATE AS A PAYMENT FACILITATOR FOR THE DISBURSEMENT OF DULUTH TOURISM TAX FUNDS FROM ST. LOUIS COUNTY, MINNESOTA TO THE ST LOUIS COUNTY HERITAGE AND ARTS CENTER BUILDING FOR THE PURPOSES OF MARKETING/ADVERTISING, GRANT SERVICES, MANAGEMENT SERVICES, EVENT & OTHER STAFFING, EXHIBIT EXPENSES, TELEPHONE, IT, SECURITY, COPYING, POSTAGE AND PRINTING.	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	N/A
2


All other program-related investments. See instructions.
3

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

Form 990-PF (2018)

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

6,075,716

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

4,205

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

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

6,079,921

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

6,079,921

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

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

91,199

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

5,988,722

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

299,436

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.)

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

299,436

Tax on investment income for 2018 from Part VI, line 5......

5,083

Income tax for 2018. (This does not include the tax from Part VI.)...

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

5,083

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

294,353

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

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

294,353

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

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

294,353

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 ..........

315,078

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

315,078

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b. See instructions.................

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

315,078

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)

Page 9

Part XIII

Undistributed Income (see instructions)

	(c) 2017	(d) 2018
1 Distributable amount for 2018 from Part XI, line 7		294,353
2 Undistributed income, if any, as of the end of 2018:
a Enter amount for 2017 only.......	54,698
b Total for prior years:20, 20, 20
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........
4Qualifying distributions for 2018 from Part
XII, line 4: $ 315,078
a Applied to 2017, but not more than line 2a	54,698
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 2018 distributable amount.....		260,380
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2018.
(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 2017. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2018. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2019 ..........		33,973
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 2013 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2019. Subtract lines 7 and 8 from line 6a ......
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)

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 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) 2018	(b) 2017	(c) 2016	(d) 2015	(e) Total

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).)

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 (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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
ARROWHEAD CHORALE 506 W MICHIGAN ST DULUTH,MN55802			PROGRAMMATIC	9,635
DULUTH ART INSTITUTE 506 W MICHIGAN ST DULUTH,MN55802			PROGRAMMATIC	33,519
DULUTH ART INSTITUTE 506 W MICHIIGAN ST DULUTH,MN55802			STEFFL GALLERY CARPETING	5,000
DULUTH CHILDRENS MUSEUM 115 S 29TH AVE W DULUTH,MN55806			PROGRAMMATIC	790
DULUTH PLAYHOUSE 506 W MICHIGAN ST DULUTH,MN55802			PROGRAMMATIC	95,581
DULUTH SUPERIOR SYMPHONY ASSOCIATIO 130 W SUPERIOR ST STE LL2 DULUTH,MN55802			PROGRAMMATIC	423
HISTORIC UNION DEPOT CORPORATION 506 W MICHIGAN ST DULUTH,MN55802			TOYS: THE INSIDE STORY EXHIBIT	25,000
HISTORIC UNION DEPOT CORPORATION 506 W MICHIGAN ST DULUTH,MN55802			REUPHOLSTER BOARD ROOM CHAIRS	5,235
LAKE SUPERIOR RAILROAD MUSEUM 506 W MICHIGAN ST DULUTH,MN55802			STORAGE OF SEACREST EXHIBIT	42,418
LAKE SUPERIOR RAILROAD MUSEUM 506 W MICHIGAN ST DULUTH,MN55802			PROGRAMMATIC	3,307
LAKE SUPERIOR RAILROAD MUSEUM 506 W MICHIGAN ST DULUTH,MN55802			REPAIR PONY CAR LOCO 28	7,582
MATINEE MUSICALE 506 W MICHIGAN ST DULUTH,MN55802			PROGRAMMATIC	1,561
MINNESOTA BALLET 230 W SUPERIOR ST DULUTH,MN55802			PROGRAMMATIC	3,930
MINNESOTA BALLET 230 W SUPERIOR ST DULUTH,MN55802			REPLACE BLACK TUTUS	1,960
ST LOUIS COUNTY HISTORICAL SOCIETY 506 W MICHIGAN ST DULUTH,MN55802			PROGRAMMATIC	19,244
ST LOUIS COUNTY HISTORICAL SOCIETY 506 W MICHIGAN ST DULUTH,MN55802			DULUTH BELL RESTORATION	2,000
ST LOUIS COUNTY HISTORICAL SOCIETY 506 W MIICHIGAN ST DULUTH,MN55802			EXHIBIT DESIGN	46,200
Total ................................. 3a				303,385

bApproved for future payment
DULUTH PLAYHOUSE 506 W MICHIGAN ST DULUTH,MN55802	NEW PLAYHOUSE SEATS	125,000
Total ................................. 3b		125,000

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	(e) Related or exempt function income (See instructions.)
aSLC PAYMENT FACILITATOR FEE					1,800
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ...........
4 Dividends and interest from securities....			14	142,322
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property
7 Other investment income.....
8 Gain or (loss) from sales of assets other than inventory ............			18	51,087	88,573
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aCIRCLE OF FRIENDS					4,490
bSUNDRY INCOME					12
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				193,409	94,875

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

288,284

(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.)

Form 990-PF (2018)

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 (2018)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Name of the organization

THE DEPOT FOUNDATION

Employer identification number

41-1356072

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution. An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018) Page 2

Name of organization THE DEPOT FOUNDATION

Part I	Contributors (See instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	CAROL KENNETH KIDDER 1126 MESABA AVE 224 DULUTH, MN55811	$ 6,000	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
2	WHITESIDE CHARITABLE TRUST 130 W SUPERIOR ST DULUTH, MN558021918	$ 121,324	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Page 3

Name of organization THE DEPOT FOUNDATION		Employer identification number 41-1356072

Part II	Noncash Property (See instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Page 4


Name of organization THE DEPOT FOUNDATION			Employer identification number 41-1356072
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Additional Data

Software ID:
Software Version:

- TIN:

TY 2018 AccountingFeesSchedule

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INDIRECT ACCOUNTING FEES	5,740

- TIN:

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TY 2018 DepreciationSchedule

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense
FILE CABINET & CONSOLE TABLE	2001-09-05	150	150	S/L	5.0000
EXECUTIVE CHAIRS (2)	2001-11-15	374	374	S/L	5.0000
TELEPHONES	2003-09-17	400	400	S/L	5.0000
OFFICE FURNITURE (DESK/CHAIR/CABINETS)	2004-08-06	1,715	1,715	S/L	5.0000
MICROWAVE/REFRIGERATOR	2004-02-01	182	182	S/L	5.0000
PHOTOCOPIER	2004-09-29	520	520	S/L	5.0000
FILE CABINETS	2006-01-06	715	715	S/L	7.0000
ONLINE DONATION WEBPAGE	2006-06-30	650	650		3.0000
D'AUTREMONT BOAT HOUSE PRINT	2006-05-24	421		200DB	7.0000
IN-KIND WORKSTATIONS (FURNITURE)	2006-07-01	23,256	23,256	S/L	7.0000
IN-KIND CONFERENCE TABLE	2006-07-01	750	750	S/L	7.0000
ARCHITECTURAL FEES	2007-08-01	1,002	305	S/L	39.0000	26
IN-KIND ARCHITECTURAL FEES	2007-08-01	930	283	S/L	39.0000	24
BELKNAP ELECTRIC ELECTRICAL WORK	2007-09-01	395	119	S/L	39.0000	10
JOHNSON-WILSON CONSTRUCTORS	2007-08-01	9,498	2,892	S/L	39.0000	244
JOHNSON-WILSON CONSTRUCTORS	2007-08-01	1,200	365	S/L	39.0000	31

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TY 2018 InvestmentsCorpBondsSchedule

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Name of Bond	End of Year Book Value	End of Year Fair Market Value
BANK OF NY MELON 2.100 01/15/2019
INTEL CORP 2.700 12/15/2022	50,873	50,873
MICROSOFT CORP 2.000 11/03/2020	49,980	49,980
PEPSICO INC 2.150 10/14/2020	50,052	50,052
PFIZER INC 3.000 06/15/2023	51,412	51,412
US BANCORP 2.350 01/29/2021	50,149	50,149

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TY 2018 InvestmentsCorpStockSchedule

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Name of Stock	End of Year Book Value	End of Year Fair Market Value
AMAZON.COM INC	70,064	70,064
BOOKING HOLDINGS INC	26,246	26,246
HOME DEPOT INC	23,917	23,917
NETFLIX INC	25,712	25,712
O'REILLY AUTOMOTIVE INC
POOL CORPORATION	20,628	20,628
TRACTOR SUPPLY CO	23,936	23,936
ULTA BEAUTY INC	20,813	20,813
WALT DISNEY CO
COCA COLA CO	22,507	22,507
CONSTELLATION BRANDS INC	23,633	23,633
ESTEE LAUDER COMPANIES INC	17,212	17,212
MONSTER BEVERAGE CORP	13,468	13,468
CONCHO RESOURCES INC	11,040	11,040
HALLIBURTON CO
INTERCONTINENTIAL EXCHANGE INC	23,634	23,634
MORGAN STANLEY	10,427	10,427
S&P GLOBAL INC	16,401	16,401
ALEXION PHARMACEUTICALS INC	22,398	22,398
ALIGN TECHNOLOGY INC	13,138	13,138
BOSTON SCIENTIFIC CORP	24,971	24,971
CELGENE CORP
CENTENE CORP	13,215	13,215
DANAHER CORP	22,010	22,010
DEXCOM INC	18,430	18,430
PRA HEALTH SCIENCES INC	16,756	16,756
VERTEX PHARMACEUTICALS INC	17,421	17,421
BOEING CO	16,380	16,380
FORTIVE CORP	16,549	16,549
FORTUNE BRANDS HOME & SECURITY	15,939	15,939
MIDDLEBY CORP	21,034	21,034
SMITH A O CORP
TRANSDIGM GROUP INC	24,674	24,674
WABCO HOLDINGS INC
XPO LOGISTICS INC	9,250	9,250
ACTIVISION BLIZZARD INC	15,198	15,198
ALPHABET INC CL C	55,126	55,126
APPLE INC	62,939	62,939
ARISTA NETWORKS INC	19,991	19,991
BROADCOM INC	26,195	26,195
FACEBOOK INC	53,075	53,075
MICROSOFT CORP	73,276	73,276
NVIDIA CORP	19,215	19,215
PALO ALTO NETWORKS INC	16,912	16,912
SALESFORCE.COM INC	25,946	25,946
ULTIMATE SOFTWARE GROUP INC
VISA INC	35,057	35,057
WORLDPAY INC	24,878	24,878
ECOLAB INC	16,190	16,190
PPG INDUSTRIES INC
ACCENTURE PLC	18,292	18,292
ALLERGAN PLC	11,553	11,553
JAZZ PHARMACEUTICALS PLC	19,673	19,673
NORWEGIAN CRUISE LINE HOLDINGS LTD	18,395	18,395

- TIN:

TY 2018 InvestmentsGovtObligationsSch

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

US Government Securities - End of Year Book Value:

125,990

US Government Securities - End of Year Fair Market Value:

125,990

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2018 InvestmentsOtherSchedule2

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
AMERICAN EUROPACIFIC GROWTH FD	FMV	173,234	173,234
AQR MANAGED FUTURE STRATEGY FD	FMV	90,815	90,815
ARBITRAGE FUND	FMV	124,625	124,625
ARTISAN INTERNATIONAL FUND	FMV	107,811	107,811
BOSTON PTNRS LONG/SHORT RESEARCH	FMV	169,992	169,992
CRM SMALL CAP VALUE FUND	FMV	224,422	224,422
DODGE & COX INTERNATIONAL STOCK FD	FMV	321,255	321,255
DRIEHAUS ACTIVE INCOME FD	FMV	117,114	117,114
INVESCO OPPENHEIMER DEV MKTS FD	FMV	274,157	274,157
ISHARES CORE TOTAL US AGG BOND EFT	FMV	112,464	112,464
ISHARES RUSSELL 1000 VALUE ETF	FMV	739,530	739,530
ISHARES RUSSELL 2000 EFT	FMV	150,058	150,058
ISHARES RUSSELL MIDCAP GROWTH	FMV	84,128	84,128
JP MORGAN MIDCAP VALUE FUND	FMV	329,057	329,057
JPMORGAN HI YIELD FD	FMV	96,658	96,658
PIMCO FOREIGN BOND FD	FMV
PIMCO INTL BOND FD	FMV	94,917	94,917
PRINCIPAL PFD SECURITIES FD	FMV
SPDR DJ WILSHIRE INTL REAL ESTATE	FMV	170,500	170,500
SPDR DOW JONES REIT ETF	FMV	229,710	229,710
SPDR S&P 500 ETF TRUST	FMV	58,600	58,600
STONE HARBOR LOCAL MKT FD	FMV	142,220	142,220
TEMPLETON GLOBAL BOND FD	FMV	142,041	142,041
THE MERGER FUND	FMV	101,759	101,759
VANGUARD FTSE EMERGING MKTS	FMV	331,734	331,734
VANGUARD REAL ESTATE ETF	FMV	115,805	115,805

- TIN:

TY 2018 LandEtcSchedule2

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
EQUIPMENT	42,158	33,012	9,146	9,146

- TIN:

TY 2018 LegalFeesSchedule

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INDIRECT LEGAL FEES	641			616

- TIN:

TY 2018 OtherAssetsSchedule

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
ACCRUED INVESTMENT INCOME	3,174	4,501	4,501
DEPOT MARKETING FD HELD IN TRUST		57,259	57,259

- TIN:

TY 2018 OtherDecreasesSchedule

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Description	Amount
FEDERAL EXCISE TAX FYE 06/30/2019	5,083
DONATED FACILITIES & SERVICES	27,129

- TIN:

TY 2018 OtherExpensesSchedule

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
EXPENSES
BANK & CREDIT CARD FEES	448
DEVELOPMENT	9,578
ARTS & CULTURAL AWARDS	750		750
INSURANCE	2,355
OFFICE SUPPLIES	822
TELECOMMUNICATIONS	900		720
POSTAGE	601
WEBSITE	395
FOREIGN TAX WITHHELD	111	111
MISCELLANEOUS	391
DUES & SUBSCRIPTIONS	287

- TIN:

TY 2018 OtherIncomeSchedule2

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Description	Revenue And Expenses Per Books	Adjusted Net Income
SLC PAYMENT FACILITATOR FEES	1,800	1,800
CIRCLE OF FRIENDS	4,490	4,490
SUNDRY INCOME	12	12

- TIN:

TY 2018 OtherIncreasesSchedule

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Description	Amount
DONATED FACILITIES & SERVICES	27,129
UNREALIZED GAINS ON SECURITIES	67,777

- TIN:

TY 2018 OtherLiabilitiesSchedule

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Description	Beginning of Year - Book Value	End of Year - Book Value
DEPOT MARKETING FD TRUST ACCT		57,259

- TIN:

TY 2018 OtherProfessionalFeesSchedule

Name:

THE DEPOT FOUNDATION

EIN:

41-1356072

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT AGENCY FEES	27,721	27,721