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
WINLEY FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)100 NORTH VILLAGE AVE STE 35
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
ROCKVILLE CENTRE, NY115703712
A Employer identification number

52-1230146
B Telephone number (see instructions)

(845) 489-3373
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$15,588,180J 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 854 854  
4 Dividends and interest from securities... 404,276 404,276  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 826,980
b Gross sales price for all assets on line 6a 3,966,133
7 Capital gain net income (from Part IV, line 2)... 826,980
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 1,780 1,780  
12 Total. Add lines 1 through 11........ 1,233,890 1,233,890  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 45,000 45,000    
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 9,925 9,925    
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 18,816 6,738    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 113,110 108,483    
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 186,851 170,146   0
25 Contributions, gifts, grants paid....... 1,484,910 1,484,910
26 Total expenses and disbursements. Add lines 24 and 25 1,671,761 170,146   1,484,910
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -437,871
b Net investment income (if negative, enter -0-) 1,063,744
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............. 18,009 28,249 28,249
2 Savings and temporary cash investments......... 190,028 67,080 67,080
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) 397,281 Click to see attachment746,665 747,540
b Investments—corporate stock (attach schedule)....... 6,221,199 Click to see attachment5,615,391 8,592,631
c Investments—corporate bonds (attach schedule)....... 6,516,982 Click to see attachment6,448,243 6,152,680
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) 13,343,499 12,905,628 15,588,180
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).........   0
Net Assets or Fund Balances 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........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 13,343,499 12,905,628
30 Total net assets or fund balances (see instructions)..... 13,343,499 12,905,628
31 Total liabilities and net assets/fund balances (see instructions). 13,343,499 12,905,628
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
13,343,499
2
Enter amount from Part I, line 27a .....................
2
-437,871
3
Other increases not included in line 2 (itemize) bullet
3
 
4
Add lines 1, 2, and 3 ..........................
4
12,905,628
5
Decreases not included in line 2 (itemize) bullet
5
 
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
12,905,628
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 ACTIVISION BLIZZARD INC-4000 P 2018-01-18 2018-11-28
b APPLE INC-1000 P 2010-02-03 2018-11-28
c ANHEUSER BUSCH INBEV SA SPON-2000 P 2018-01-11 2018-09-10
d CISCO SYS INC-1500 P 2006-08-03 2018-11-28
e US TSY NOTE 2 1/4 11-15-27- P 2017-11-27 2018-08-15
COMCAST CORP (NEW) CLASS A-2600 P 2008-02-01 2018-11-27
GENERAL ELECTRIC 5.000 1-31-58- P 2017-06-19 2018-01-30
COMCAST CORP (NEW) CLASS A-10000 P 2009-12-03 2018-11-27
FACEBOOK INC CL-A-440 P 2016-03-23 2018-11-28
MASTERCARD INC CL A-500 P 2009-06-11 2018-11-28
FIDELITY NATL INFORMATION SE-1620 P 2016-01-08 2018-11-28
MICROSOFT CORP-400 P 2006-01-23 2018-11-28
ISHARES CORE MSCI EAFE ETF-5000 P 2017-11-17 2018-11-28
MICROSOFT CORP-230 P 2007-03-14 2018-11-28
JOHNSON CTLS INTL PLC-1446.1 P 2014-01-17 2018-08-07
US TSY NOTE 12/6/18 P 2018-09-14 2018-12-06
JOHNSON CTLS INTL PLC-1317.9 P 2014-01-21 2018-08-07
US TSY NOTE 12/20/18 P 2018-08-15 2018-12-20
KELLOGG CO-2040 P 2015-04-07 2018-04-11
KELLOGG CO-1810 P 2015-10-19 2018-04-11
MOLSON COORS BREWING CO CL B-1060 P 2016-01-29 2018-01-11
MOLSON COORS BREWING CO CL B-920 P 2016-02-12 2018-01-11
ALPHABET INC CL A-120 P 2008-10-08 2018-11-28
APPLE INC-1000 P 2010-02-03 2018-01-18
(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 202,237   279,440 -77,203
b 175,952   28,492 147,460
c 179,611   228,888 -49,277
d 69,569   26,328 43,241
e 380,688   397,281 -16,593
99,242   23,767 75,475
316,540   335,120 -18,580
381,699   75,598 306,101
58,865   49,638 9,227
97,511   8,527 88,984
170,203   94,468 75,735
43,276   10,547 32,729
293,096   323,378 -30,282
24,884   6,199 18,685
54,922   62,649 -7,727
450,000   450,000  
50,053   57,227 -7,174
200,000   200,000  
129,151   134,477 -5,326
114,589   126,497 -11,908
89,727   94,273 -4,546
77,876   77,415 461
126,476   20,452 106,024
179,966   28,492 151,474
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       -77,203
b       147,460
c       -49,277
d       43,241
e       -16,593
      75,475
      -18,580
      306,101
      9,227
      88,984
      75,735
      32,729
      -30,282
      18,685
      -7,727
       
      -7,174
       
      -5,326
      -11,908
      -4,546
      461
      106,024
      151,474
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 2 826,980
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 -161,653
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 1,544,422 18,136,193 0.085157
2016 1,463,420 17,856,333 0.081955
2015 1,440,326 19,312,904 0.074578
2014 1,441,610 20,046,924 0.071912
2013 1,361,149 19,548,094 0.069631
2
Total of line 1, column (d) .....................
2
0.383233
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
0.076647
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
17,771,398
5
Multiply line 4 by line 3......................
5
1,362,124
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
10,637
7
Add lines 5 and 6........................
7
1,372,761
8
Enter qualifying distributions from Part XII, line 4,.............
8
1,484,910
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 10,637
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 10,637
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 10,637
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 17,000
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 17,000
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 6,363
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet6,363 RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletNY
    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 addressbulletNONE
    14
    The books are in care ofbulletEDWARD J WALSH JR Telephone no.bullet (516) 442-5412

    Located atbullet100 NORTH VILLAGE AVE STE 35ROCKVILLE CENTRENY ZIP+4bullet115703712
    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
     
     
    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
    HEIDI PRESCOTT PRESIDENT
    000.00     		0 0 0
    700 PROFESSIONAL DRIVE SUITE A
    GAITHERSBURG,MD20879
    CATHY LISS VICE PRESIDE
    000.00     		0 0 0
    900 PENNSYLVANIA AVENUE SE
    WASHINGTON,DC20003
    EDWARD J WALSH JR SECRETARY
    000.00     		0 0 0
    100 NORTH VILLAGE AVE STE 35
    ROCKVILLE CENTRE,NY115703712
    ANNA M BARONE TREASURER
    000.00     		45,000 0 0
    2028 GAMMON STREET
    CHARLESTON,SC29414
    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  
    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.............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  
    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 N/A  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet  
    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
    17,792,692
    b
    Average of monthly cash balances.......................
    1b
    249,336
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    18,042,028
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    18,042,028
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    270,630
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    17,771,398
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    888,570
    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
    888,570
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    10,637
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    10,637
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    877,933
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    877,933
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    877,933
    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
    1,484,910
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    1,484,910
    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
    10,637
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,474,273
    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 7 877,933
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2018:
    a From 2013...... 403,446
    b From 2014...... 456,934
    c From 2015...... 486,829
    d From 2016...... 585,763
    e From 2017...... 662,768
    fTotal of lines 3a through e........ 2,595,740
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 1,484,910
    a Applied to 2017, but not more than line 2a  
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		 
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		 
    d Applied to 2018 distributable amount..... 877,933
    e Remaining amount distributed out of corpus 606,977
    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 3,202,717
    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 ..........     		0
    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) ...     		403,446
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		2,799,271
    10 Analysis of line 9:
    a Excess from 2014.... 456,934
    b Excess from 2015.... 486,829
    c Excess from 2016.... 585,763
    d Excess from 2017.... 662,768
    e Excess from 2018.... 606,977
    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).)
    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 e-mail address of the person to whom applications should be addressed:
    ANNA M BARONE
    WINLEY FOUNDATION
    2517 ROUTE 44 SUITE 11-199
    SALT POINT,NY12578
    (845) 489-3373
    WINLEYFOUNDATION@AOL.COM
    bThe form in which applications should be submitted and information and materials they should include:
    TYPEWRITTEN REQUEST TO INCLUDE NAME OF APPLICANT, ADDRESS, TELEPHONE , CONTACT PERSON, REASON FOR REQUEST, CHARITABLE PURPOSE OF ORGANIZATION.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NONE
    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
    ANIMAL WELFARE INSTITUTE
    900 PENNSYLVANIA AVE SE
    WASHINGTON,DC20003     		    FOR THE BENEFIT OF ANIMALS 501,250
    COMPASSION ANIMAL PROTECT SOCIETY
    759 CJC HWY 332
    COHASSET,MA02025     		    FOR THE BENEFIT OF ANIMALS 12,520
    COMPASSION OVER KILLING
    PO BOX 9773
    WASHINGTON,DC20016     		    FOR THE BENEFIT OF ANIMALS 25,070
    EQUINE RESCUE
    PO BOX 275
    BLOOMINGBURG,NY12721     		    FOR THE BENEFIT OF ANIMALS 56,400
    FRIENDS OF WASHOE
    PO BOX 728
    ELLENSBURG,WA98926     		    FOR THE BENEFIT OF ANIMALS 40,100
    GLOBAL FEDERAL OF ANIMAL SANCTUARIE
    PO BOX 73308
    PHOENIX,AZ85050     		    FOR THE BENEFIT OF ANIMALS 75,180
    HEART
    PO BOX 738
    MAMARONECK,NY10543     		    FOR THE BENEFIT OF ANIMALS 93,990
    HOPE'S LEGACY EQUINE RESCUE
    5145 TAYLOR CREEK ROAD
    AFTON,VA22920     		    FOR THE BENEFIT OF ANIMALS 6,260
    HUMANE FARM ANIMAL CARE
    PO BOX 82
    MIDDLEBURG,VA20118     		    FOR THE BENEFIT OF ANIMALS 37,590
    HUMANE SOCIETY US
    2100 L STREET NW
    WASHINGTON,DC20037     		    FOR THE BENEFIT OF ANIMALS 501,250
    MINDY'S MEMORY PRIMATE SANCTUARY
    PO BOX 134
    NEWCASTLE,OK73065     		    FOR THE BENEFIT OF ANIMALS 18,780
    SPECIES SURVIVAL NETWORK
    125896 LIME KILN ROAD
    HIGHLAND,MD207779556     		    FOR THE BENEFIT OF ANIMALS 62,660
    SPIKENARD FARM HONEYBEE SANCTUARY
    445 FLOYD HIGHWAY
    FLOYD,VA24091     		    FOR THE BENEFIT OF ANIMALS 10,010
    WILDLIFE BIRD FUND
    656 COLUMBUS AVENUE
    NEW YORK,NY10024     		    FOR THE BENEFIT OF ANIMALS 31,330
    WOODSTOCK FARM SANCTUARY
    PO BOX 1329
    WOODSTOCK,NY12498     		    FOR THE BENEFIT OF ANIMALS 12,520
    Total .................................bullet 3a 1,484,910
    bApproved for future payment
    Total .................................bullet 3b  
    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 ...........     		    14 854  
    4 Dividends and interest from securities....     14 404,276  
    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 ............     		    18 826,980  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aSTOCK CLASS ACTION SETTLEME     		    14 1,780  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   1,233,890  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    1,233,890
    (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:
    WINLEY FOUNDATION
    EIN:
    52-1230146
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INDIRECT ACCOUNTING FEES 9,925 9,925    

    TY 2018 InvestmentsCorpBondsSchedule
    Name:
    WINLEY FOUNDATION
    EIN:
    52-1230146
    Name of Bond End of Year Book Value End of Year Fair Market Value
    GENERAL ELECTRIC CO    
    WILLIAMS PARTNERS LP    
    INTL LEASE FINANCE CORP    
    CITIZENS FINANCIAL GROUP INC    
    JEFFERIES GRP LLC    
    AMAZON.COM INC    
    ANHEUSER-BUSCH INBEV FIN    
    CONSTELLATION BRANDS INC    
    SEAGATE HDD CAYMAN SR NT    
    HOME DEPOT INC    
    CVS CAREMARK CORP    
    JPMORGAN CHASE & CO    
    WASTE MANAGEMENT INC    
    GENERAL MOTORS FINANCIAL CO INC    
    UNION PACIFIC CORP    
    AMAZON.COM INC    
    UNITEDHEALTH GROUP INC    
    SUNTRUST BANK    
    OWENS CORNING    
    NORTHERN TRUST CORP    
    WILLIAMS COS INC 323,871 317,501
    INTL LEASE FINANCE CORP 328,381 318,002
    CITIZENS FINANCIAL GROUP INC 313,205 307,175
    JEFFERIES GRP LLC 315,000 299,373
    AMAZON.COM INC 317,255 308,089
    ANHEUSER-BUSCH INBEV FIN 322,344 306,290
    CONSTELLATION BRANDS INC 332,229 318,462
    SEAGATE HDD CAYMAN SR NT 324,326 298,856
    ENTERPRISE PRODUCTS OPERATING LLC 309,625 302,541
    HOME DEPOT INC 333,155 322,084
    CVS HEALTH CORP 321,574 305,493
    JPMORGAN CHASE & CO 324,835 309,954
    WASTE MANAGEMENT INC 318,359 305,916
    GENERAL MOTORS FINANCIAL CO INC 322,398 298,500
    UNION PACIFIC CORP 324,263 305,166
    AMAZON.COM INC 355,661 346,024
    UNITEDHEALTH GROUP INC 317,521 304,000
    SUNTRUST BANK 311,447 298,488
    OWENS CORNING 314,761 287,655
    NORTHERN TRUST CORP 318,033 293,111

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    WINLEY FOUNDATION
    EIN:
    52-1230146
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ALPHABET INC CL A 127,368 313,488
    ALPHABET INC CL C 46,592 284,793
    AMERICAN EXPRESS CO 126,051 261,177
    AON PLC 147,621 236,210
    APPLE INC 139,513 520,542
    APPLIED MATERIALS INC 109,570 186,618
    AT&T INC 75,787 85,620
    BANK OF AMERICA CORP 191,780 332,270
    CHARLES SCHWAB CORP 123,879 178,579
    CISCO SYSTEMS INC 204,314 407,302
    CITIGROUP INC 197,163 314,703
    COCA COLA CO 191,526 217,810
    COMCAST CORP SPECIAL CL A    
    CVS HEALTH CORP 127,130 212,940
    EBAY INC 177,548 178,244
    FACEBOOK INC CL A    
    FIDELITY NATL INFORMATION SE    
    INTEL CORP 96,314 191,005
    INTERCONTINENTAL EXCHANGE GROUP 170,246 376,650
    INTERNATIONAL BUSINESS MACHINE CORP 87,217 100,029
    KNIGHT-SWIFT TRANSN HLDGS CL A 198,540 150,420
    JOHNSON CTLS INTL PLC    
    KELLOGG CO    
    MASTERCARD INC 47,751 528,220
    MICROSOFT CORP 136,730 406,280
    MOLSON COORS BREWING CO CL B    
    ROSS STORES INC 66,665 274,560
    TENCENT HLDGS LTD UNSPON ADR 201,346 198,929
    UNION PACIFIC CORP 221,264 362,854
    UNITED TECHNOLOGIES CORP 91,129 250,228
    QALT DISNEY CO HLDG CO 242,728 263,160
    ISHARES CORE MSCI EAFE ETF 2,069,619 1,760,000

    TY 2018 InvestmentsGovtObligationsSch
    Name:
    WINLEY FOUNDATION
    EIN:
    52-1230146
    US Government Securities - End of Year Book Value:

    746,665
    US Government Securities - End of Year Fair Market Value:

    747,540
    State & Local Government Securities - End of Year Book Value:


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


     


    TY 2018 OtherExpensesSchedule
    Name:
    WINLEY FOUNDATION
    EIN:
    52-1230146
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPENSES        
    INVESTMENT FEES 108,483 108,483    
    INSURANCE 2,478      
    FILING FEES 750      
    OFFICE EXPENSE 551      
    POSTAGE & DELIVERY 848      


    TY 2018 OtherIncomeSchedule2
    Name:
    WINLEY FOUNDATION
    EIN:
    52-1230146
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    STOCK CLASS ACTION SETTLEMENT 1,780 1,780  


    TY 2018 TaxesSchedule
    Name:
    WINLEY FOUNDATION
    EIN:
    52-1230146
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAXES ON NET INVESTMENT I 12,078      
    FOREIGN TAXES WITHHELD ON DIVIDE 6,738 6,738