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 11-01-2018 , and ending 10-31-2019
Name of foundation
DILLON FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 537
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
STERLING, IL61081
A Employer identification number

36-6059349
B Telephone number (see instructions)

(815) 626-9000
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$63,472,583J 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 41,936 41,936  
4 Dividends and interest from securities... 2,293,095 2,293,095  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 722,674
b Gross sales price for all assets on line 6a 13,046,349
7 Capital gain net income (from Part IV, line 2)... 722,674
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 3,057,705 3,057,705  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages...... 19,292     19,292
15 Pension plans, employee benefits....... 1,488     1,488
16a Legal fees (attach schedule)......... Click to see attachment 724     724
b Accounting fees (attach schedule)....... Click to see attachment 49,275 24,637   24,638
c Other professional fees (attach schedule).... Click to see attachment 613,397 613,397    
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 73,687 40,541    
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 34,929     34,929
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 792,792 678,575   81,071
25 Contributions, gifts, grants paid....... 3,226,297 3,226,297
26 Total expenses and disbursements. Add lines 24 and 25 4,019,089 678,575   3,307,368
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -961,384
b Net investment income (if negative, enter -0-) 2,379,130
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............. 5,743,142 1,263,262 1,263,262
2 Savings and temporary cash investments.........      
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) 2,706,390 Click to see attachment1,903,156 1,903,156
b Investments—corporate stock (attach schedule)....... 21,838,094 Click to see attachment25,839,094 25,839,094
c Investments—corporate bonds (attach schedule)....... 6,792,687 Click to see attachment12,484,175 12,484,175
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 25,186,335 Click to see attachment21,953,896 21,953,896
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment29,000 Click to see attachment29,000 Click to see attachment29,000
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 62,295,648 63,472,583 63,472,583
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.................. 62,295,648 63,472,583
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    
30 Total net assets or fund balances (see instructions)..... 62,295,648 63,472,583
31 Total liabilities and net assets/fund balances (see instructions). 62,295,648 63,472,583
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
62,295,648
2
Enter amount from Part I, line 27a .....................
2
-961,384
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
2,138,319
4
Add lines 1, 2, and 3 ..........................
4
63,472,583
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
63,472,583
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 SCHAFER CULLEN P 2018-11-01 2019-10-31
b STRUCTURED NOTES P 2018-11-01 2019-10-31
c RIVER ROAD ASSET MANAGEMENT P 2018-11-01 2019-10-31
d SAGE ADVISORY SERVICES P 2018-11-01 2019-10-31
e OPPORTUNISTIC PORTFOLIO P 2018-11-01 2019-10-31
DELAWARE CAPITAL MANAGEMENT P 2018-11-01 2019-10-31
ADVENT P 2018-11-01 2019-10-31
LAZARD P 2018-11-01 2019-10-31
FRONTPOINT P 2018-11-01 2019-10-31
MILLENNIUM P 2018-11-01 2019-10-31
BAY RESOURCE PARTNERS P 2018-11-01 2019-10-31
BLACKSTONE ENERGY PARTNERS P 2018-11-01 2019-10-31
DOUBLELINE P 2018-11-01 2019-10-31
SOF II P 2018-11-01 2019-10-31
SOF III P 2018-11-01 2019-10-31
HP RENAISSANCE P 2018-11-01 2019-10-31
(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 193,257   133,798 59,459
b 2,000,000   2,000,000  
c 1,411,747   1,125,332 286,415
d 1,552,479   1,511,009 41,470
e 2,486,672   2,434,142 52,530
712,598   650,365 62,233
2,914,401   2,941,966 -27,565
1,087,517   1,160,152 -72,635
10,932     10,932
231,449     231,449
    329,018 -329,018
    3,180 -3,180
10,760     10,760
4     4
    34,713 -34,713
434,533     434,533
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       59,459
b        
c       286,415
d       41,470
e       52,530
      62,233
      -27,565
      -72,635
      10,932
      231,449
      -329,018
      -3,180
      10,760
      4
      -34,713
      434,533
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 2 722,674
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 3 722,674
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 3,349,189 63,627,043 0.052638
2016 3,250,322 61,892,794 0.052515
2015 3,075,421 58,280,790 0.052769
2014 3,197,481 61,390,802 0.052084
2013 3,301,315 63,744,763 0.051790
2
Total of line 1, column (d) .....................
2
0.261796
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
0.052359
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
61,917,093
5
Multiply line 4 by line 3......................
5
3,241,917
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
23,791
7
Add lines 5 and 6........................
7
3,265,708
8
Enter qualifying distributions from Part XII, line 4,.............
8
3,307,368
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 23,791
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 23,791
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 23,791
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 27,873
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 27,873
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.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 4,082
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet4,082 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)
    bulletIL
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2018 or the taxable year beginning in 2018? See the instructions for Part XIV.
    If "Yes," complete Part XIV .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletPETER DILLON Telephone no.bullet (815) 626-9000

    Located atbulletPO BOX 537STERLINGIL ZIP+4bullet61081
    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
    PETER W DILLON PRESIDENT
    12.00     		0 0 0
    2804 W LEFEVRE
    STERLING,IL61081
    PATRICK W DILLON VICE PRESIDE
    1.00     		0 0 0
    2804 W LEFEVRE
    STERLING,IL61081
    MARGO DILLON ASST. SECRET
    1.00     		0 0 0
    2804 W LEFEVRE
    STERLING,IL61081
    GALE D INGLEE ASST. TREASU
    1.00     		0 0 0
    2804 W LEFEVRE
    STERLING,IL61081
    JAMES BOESEN SECRETARY
    1.00     		0 0 0
    2804 W LEFEVRE
    STERLING,IL61081
    JOHN VAN OSDOL TREASURER
    1.00     		0 0 0
    2804 W LEFEVRE
    STERLING,IL61081
    CHRISTINE TRIZULNY DIRECTOR
    1.00     		0 0 0
    2804 W LEFEVRE
    STERLING,IL61081
    TODD INGLEE DIRECTOR
    1.00     		0 0 0
    2804 W LEFEVRE
    STERLING,IL61081
    MICHAEL DILLON DIRECTOR
    1.00     		0 0 0
    2804 W LEFEVRE
    STERLING,IL61081
    JOHN GVOZDJAK DIRECTOR
    1.00     		0 0 0
    2804 W LEFEVRE
    STERLING,IL61081
    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
    62,705,062
    b
    Average of monthly cash balances.......................
    1b
    154,931
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    62,859,993
    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
    62,859,993
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    942,900
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    61,917,093
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    3,095,855
    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
    3,095,855
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    23,791
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    23,791
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    3,072,064
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    3,072,064
    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
    3,072,064
    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
    3,307,368
    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
    3,307,368
    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
    23,791
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    3,283,577
    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 3,072,064
    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...... 185,915
    b From 2014...... 219,601
    c From 2015...... 195,025
    d From 2016...... 24,741
    e From 2017...... 250,819
    fTotal of lines 3a through e........ 876,101
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 3,307,368
    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..... 3,072,064
    e Remaining amount distributed out of corpus 235,304
    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 1,111,405
    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) ...     		185,915
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		925,490
    10 Analysis of line 9:
    a Excess from 2014.... 219,601
    b Excess from 2015.... 195,025
    c Excess from 2016.... 24,741
    d Excess from 2017.... 250,819
    e Excess from 2018.... 235,304
    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:
    PETER DILLON
    PO BOX 537
    STERLING,IL61081
    (815) 626-9000
    bThe form in which applications should be submitted and information and materials they should include:
    SUBMIT A LETTER STATING PURPOSE OF GRANT AND INCLUDE COPY OF EXEMPTION LETTER
    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
    ACCESS SERVICES OF NORTHERN
    ILLINOIS
    7399 FOREST HILLS RD
    LOVES PARK,IL611113974     		    SUPPORT COMMUNITY INVOLVEMENT 2,600
    ALZHEIMER'S DISEASE AND RELATED
    DISORDERS
    225 N MICHIGAN AVE
    CHICAGO,IL606017652     		    IN SUPPORT OF MEDICAL RESEARCH 2,600
    AMERICA'S FUTURE INC
    7800 BONHOMME
    ST LOUIS,MO63105     		    TO SUPPORT EDUCATION/INSTRUCTION 2,000
    AMERICAN CANCER SOCIETY - NORTHERN
    REGION
    100 TRI-STATE INTERNATION
    SUITE 125
    LINCOLNSHIRE,IL60069     		    TO SUPPORT MISSIONS RELATED TO DISEA 8,000
    AMERICAN RED CROSS - LINCOLN LAND
    CHAPTER
    112 W SECOND ST
    ROCK FALLS,IL61071     		    IN SUPPORT OF HUMAN SERVICE 5,000
    AUGUSTANA COLLEGE -WVIK
    639 38TH ST
    ROCK ISLAND,IL61201     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 2,000
    BATAVIA UNIT SCHOOL DISTRICT 101
    1200 W WILSON ST
    BATAVIA,IL60510     		    SUPPORT OF EDUCATION/INSTRUCTION 4,500
    BEREA COLLEGE
    220 N MAIN STREET
    BEREA,KY40404     		    TO SUPPORT EDUCATION/INSTRUCTION 9,000
    BI-COUNTY COOPERATIVE FOUNDATION
    506 W FOURTH ST
    STERLING,IL61081     		    IN SUPPORT OF EDUCATION/INSTRUCTION 8,500
    BIG BROTHER-BIG SISTER OF THE
    MISSISSIPPI VALLEY
    300 FIRST VALLEY
    ROCK FALLS,IL61071     		    IN SUPPORT OF YOUTH DEVELOPMENT 6,000
    BOY SCOUTS OF AMERICA BLACKHAWK
    AREA COUNCIL
    1800 7TH AVE
    PO BOX 4085
    ROCKFORD,IL61110     		    IN SUPPORT OF YOUTH DEVELOPMENT 7,500
    BOY SCOUTS OF AMERICA DENVER COUNCI
    2901 W 19TH AVE
    DENVER,CO80204     		    IN SUPPORT OF YOUTH DEVELOPMENT 1,500
    CGH HEALTH FOUNDATION
    100 E LEFEVRE
    STERLING,IL61081     		    TO SUPPORT HEALTH/GENERAL AND RELATE 21,500
    CHILDREN'S DIABETES FOUNDATION AT
    DENVER
    777 GRANT ST
    SUITE 302
    DENVER,CO80203     		    TO SUPPORT HEALTH/DISEASE/DISORDER 1,000
    CHINESE CHILDRENS CHARITIES
    6920 SOUTH HOLLY CIRCLE
    CENTENNIAL,CO80112     		    IN SUPPORT OF HUMAN SERVICE 2,500
    CHRIST LUTHERAN CHURCH
    2000 18TH AVENUE
    STERLING,IL61081     		    IN SUPPORT OF EDUCATION/INSTRUCTION 2,728
    CITY OF GOD
    PO BOX 745
    STERLING,IL61081     		    TO SUPPORT RELIGION/SPIRITUAL DEVELO 3,000
    CITY OF STERLING
    212 THIRD AVE
    STERLING,IL61081     		    TO SUPPORT COMMUNITY IMPROVEMENT 64,086
    CLINTON SYMPHONY ORCHESTRA
    ASSOCIATION
    PO BOX 116
    CLINTON,IA52733     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 3,250
    COLOMA TOWNSHIP PARK DISTRICT
    508 EAST 11ST STREET
    ROCK FALLS,IL61071     		    TO SUPPORT RECREATION, LEISURE, SPOR 10,000
    COMMUNITY CHRISTMAS FOR CHILDREN
    409 WEST 21ST ST
    STERLING,IL61081     		    TO SUPPORT HUMAN SERVICE ACTIVITIES 8,500
    COMMUNITY UNIT SCHOOL DISTRICT 5
    410 E LE FEVRE RD
    STERLING,IL61081     		    IN SUPPORT OF EDUCATION/INSTRUCTION 322,820
    COUNCIL FOR ECONOMIC EDUCATION
    122 EAST 42ND ST
    SUITE 2600
    NEW YORK,NY10168     		    IN SUPPORT OF EDUCATION/INSTRUCTION 2,500
    CULTURAL LITERACY FOUNDATION
    801 E HIGH ST
    CHARLOTTESVILLE,VA22901     		    TO SUPPORT EDUCATION/INSTRUCTION 4,000
    DENVER ZOOLOGICAL FOUNDATION INC
    2300 STEELE ST
    DENVER,CO80205     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 4,000
    EAST COLOMA SCHOOL DISTRICT 12
    1602 DIXON RD
    ROCK FALLS,IL61071     		    IN SUPPORT OF EDUCATION/INSTRUCTION 4,579
    EUREKA COLLEGE
    300 E COLLEGE AVE
    EUREKA,IL61503     		    IN SUPPORT OF EDUCATION/INSTRUCTION 4,500
    EXPONENT PHILANTHROPY
    1720 N ST NW
    WASHINGTON,DC20036     		    IN SUPPORT OF EDUCATION/INSTRUCTION 4,250
    FIRST PRESBYTERIAN CHURCH
    410 2ND AVE
    STERLING,IL61081     		    IN SUPPORT OF RELIGION/SPIRITUAL DEV 31,250
    FLIGHT FOR LIFE - COLORADO
    11600 W 2ND PLACE
    LAKEWOOD,CO80228     		    IN SUPPORT OF HUMAN SERVICE 3,500
    FOOD BANK OF MONTEREY COUNTY
    815 W MARKET 5
    SALINAS,CA93901     		    TO SUPPORT FOOD NUTRITION AND AG 3,500
    FOUNDATION FOR TEACHING ECONOMICS
    260 RUSSELL BLVD
    SUITE B
    DAVIS,CA95616     		    IN SUPPORT OF EDUCATION/INSTRUCTION 4,000
    FOX VALLEY HANDS OF HOPE
    PO BOX 707
    GENEVA,IL60134     		    IN SUPPORT OF HUMAN SERVICE 2,000
    FREEDOMS FOUNDATION AT VALLEY FORGE
    PO BOX 706
    VALLEY FORGE,PA19481     		    IN SUPPORT OF ARTS/CULTURE/HUMANITIE 3,500
    FRIENDS OF FOOTHILLS ANIMAL SHELTER
    580 MCINTYRE STREET
    GOLDEN,CO804015026     		    IN SUPPORT OF ANIMALS 1,000
    GIRL SCOUTS OF NORTHERN ILLINOIS
    5040 W BUSINESS ROUTE 20
    FREEPORT,IL61032     		    IN SUPPORT OF YOUTH DEVELOPMENT 8,500
    GRACE EPISCOPAL CHURCH
    707 FIRST AVENUE
    STERLING,IL61081     		    TO SUPPORT RELIGION/SPIRITUAL DEVELO 36,000
    GREATER STERLING DEVELOPMENT CORP
    1741 INDUSTRIAL DRIVE
    STERLING,IL61081     		    TO SUPPORT COMMUNITY IMPROVEMENT 637,485
    GUIDING EYES FOR THE BLIND
    611 GRANITE SPRINGS RD
    YORKTOWN HEIGHTS,NY10598     		    TO SUPPORT HEALTH/GENERAL RELATED 2,500
    HAPPY TAILS HUMANE SOCIETY
    1408 MCNEIL ROAD
    ROCK FALLS,IL61071     		    IN SUPPORT OF ANIMALS 2,300
    HOME OF HOPE OF THE ROCK RIVER
    VALLEY INC
    1632 PLOCK RD
    DIXON,IL61021     		    IN SUPPORT OF HUMAN SERVICE ACTIVITI 7,000
    ILLINOIS CONSERVATION FOUNDATION
    1 NATURAL RESOURCE WAY
    SPRINGFIELD,IL62702     		    IN SUPPORT OF ARTS, CULTURE, HUMANIT 10,500
    ILLINOIS MATHEMATICS AND SCIENCE
    ACADEMY
    1500 W SULLIVAN ROAD
    AURORA,IL60506     		    IN SUPPORT OF EDUCATION/INSTRUCTION 4,500
    JOHNSON O'CONNOR RESEARCH
    FOUNDATION INC
    347 BEACON ST
    BOSTON,MA02116     		    IN SUPPORT OF EDUCATION/INSTRUCTION 2,100
    JUNIOR ACHIEVEMENT OF HEARTLAND
    INC
    800 12TH AVENUE
    MOLINE,IL61265     		    IN SUPPORT OF YOUTH DEVELOPMENT 6,300
    JUNIOR TACKLE FOOTBALL INC OF
    STERLING IL
    3806 WOODLAWN RD
    STERLING,IL61081     		    TO SUPPORT RECREATION, LEISURE, SPOR 3,500
    KANEVILLE UNITED METHODIST CHURCH
    46W764 MAIN ST
    ELBURN,IL60119     		    TO SUPPORT RELIGION/SPIRITUAL DEVELO 2,000
    KIWANIS CLUB OF STERLING FOUNDATION
    PO BOX 44
    STERLING,IL61081     		    IN SUPPORT OF HUMAN SERVICE ACTIVITI 5,000
    LIVING WELL CANCER RESOURCE CENTER
    1803 W STATE STREET
    GENEVA,IL60134     		    IN SUPPORT OF HEALTH/GENERAL RELATED 8,000
    LUTHERAN SOCIAL SERVICES OF
    ILLINOIS
    1901 FIRST AVENUE
    STERLING,IL61081     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 5,000
    MAKE-A-WISH FOUNDATION OF COLORADO
    INC
    7951 E MAPLEWOOD AVE
    GREENWOOD VILLAGE,CO80111     		    IN SUPPORT OF HUMAN SERVICE ACTIVITI 2,000
    MARCH OF DIMES BIRTH DEFECTS
    FOUNDATION - N IL DIVISION
    5411 EAST STATE ST 8
    ROCKFORD,IL61108     		    IN SUPPORT OF MEDICAL RESEARCH 2,500
    MAYO FOUNDATION FOR MEDICAL EDUCATI
    AND RESEARCH
    200 FIRST ST SW
    ROCHESTER,MN55905     		    TO SUPPORT HEALTH/GENERAL 20,000
    MEMORIAL SLOAN - KETTERING CANCER
    CENTER
    PO BOX 599 LENNOX HILL
    NEW YORK,NY10021     		    IN SUPPORT OF MEDICAL RESEARCH 4,000
    MONTMORENCY SCHOOL DISTRICT 12
    9415 HOOVER RD
    ROCK FALLS,IL61071     		    IN SUPPORT OF EDUCATION/INSTRUCTION 4,429
    NATIONAL FIRE SAFETY COUNCIL INC
    110 WEST 5TH ST
    STERLING,IL61081     		    PUBLIC SAFETY, DISASTER, PREPAREDNES 500
    NATIONAL TRUST FOR HISTORIC
    PRESERVATION
    2600 VIRGINIA AVE NW
    SUITE 1100
    WASHINGTON,DC200371922     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 4,500
    NATIONAL JEWISH HEALTH
    155 NORTH PFINGSTEN ROAD
    SUITE 109
    DEERFIELD,IL60015     		    TO SUPPORT HEALTH/GENERAL AND RELATE 2,600
    NEWMAN CENTRAL CATHOLIC HIGH SCHOOL
    1101 WEST ST
    STERLING,IL61081     		    IN SUPPORT OF EDUCATION/INSTRUCTION 4,315
    NORTHWESTERN ILLINOIS CENTER FOR
    INDEPENDENT LIVING
    229 FIRST AVE
    SUITE 2
    ROCK FALLS,IL61071     		    IN SUPPORT OF HUMAN SERVICE 2,400
    NORTHERN ILLINOIS UNIVERSITY
    FOUNDATION - WNIU
    801 N FIRST ST
    DEKALB,IL60115     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 6,000
    OPERATION SMILE
    6435 TIDEWATER DR
    NORFOLK,VA23509     		    IN SUPPORT OF HUMAN SERVICE 1,000
    PRESBYTERIAN CHURCH (USA) FOUNDATIO
    200 EAST 12TH STREET
    JEFFERSONVILLE,IN47130     		    TO SUPPORT RELIGION/SPIRITUAL DEVELO 9,000
    ROCK FALLS MIDDLE SCHOOL
    1701 12TH AVE
    ROCK FALLS,IL61071     		    IN SUPPORT OF EDUCATION/INSTRUCTION 1,370
    ROCK FALLS PUBLIC LIBRARY
    1007 7TH AVE
    ROCK FALLS,IL61071     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 9,000
    ROCK FALLS TOWNSHIP HIGH SCHOOL
    DISTRICT 301
    171 12TH AVE
    ROCK FALLS,IL61071     		    TO SUPPORT EDUCATION/INSTRUCTION 9,639
    ROCK FALLS YOUTH FOOTBALL
    220 E 10TH STREET
    ROCK FALLS,IL61071     		    TO SUPPORT RECREATION, LEISURE, SPOR 1,500
    ROCK RIVER VALLEY SELF HELP
    ENTERPRISES
    2300 W LEFEVRE RD
    STERLING,IL61081     		    TO SUPPORT EDUCATION/INSTRUCTION 13,000
    ROCKFORD UNIVERSITY
    5050 EAST STATE ST
    ROCKFORD,IL61108     		    TO SUPPORT EDUCATION/INSTRUCTION 8,000
    RONALD REAGAN BOYHOOD HOME
    PRESERVATION
    816 S HENNEPIN AVE
    DIXON,IL61021     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 3,000
    SAUK VALLEY COMMUNITY COLLEGE
    FOUNDATION
    173 ILLINOIS ROUTE 2
    DIXON,IL61021     		    TO SUPPORT EDUCATION/INSTRUCTION 71,079
    SAUK VALLEY FOODBANK
    1801 PLANT RD
    STERLING,IL61081     		    TO SUPPORT FOOD, NUTRITION, AND AG 15,250
    SAVE ELLIS ISLAND INC
    500 INTERNATIONAL DR
    BUDD LAKE,NJ07828     		    TO SUPPORT COMMUNITY IMPROVEMENT 1,000
    SEVENTH DAY ADVENTIST CHURCH
    501 W SECOND ST
    ROCK FALLS,IL61071     		    TO SUPPORT RELIGION/SPIRITUAL DEVELO 1,500
    SHELTER BOX USA
    8374 MARKET STREET 203
    LAKEWOOD RANCH,FL34202     		    IN SUPPORT OF YOUTH DEVELOPMENT 1,250
    SISKIN CHILDREN'S INSTITUTE
    1 SISKIN PLAZA
    CHATTANOOGA,TN37403     		    TO SUPPORT HEALTH/GENERAL RELATED 5,500
    SOUTHEAST DENVER CHRISTIAN CHURCH
    9650 JORDAN RD
    PARKER,CO801349270     		    TO SUPPORT RELIGION/SPIRITUAL DEVELO 1,500
    SPECIAL OLYMPICS OF ILLINOIS
    605 E WILLOW ST
    NORMAL,IL61761     		    TO SUPPORT RECREATION, LEISURE, SPOR 4,000
    ST ANTHONY HEALTH FOUNDATION
    11600 W 2ND PLACE
    LAKEWOOD,CO80228     		    IN SUPPORT OF HUMAN SERVICE 1,000
    ST JUDE CHILDREN'S RESEARCH HOSPITA
    501 ST JUDE PL
    MEMPHIS,TN38105     		    TO SUPPORT HEALTH/GENERAL AND RELATE 6,400
    ST MARK'S EPISCOPAL CHURCH
    320 FRANKLIN STREET
    GENEVA,IL61034     		    TO SUPPORT RELIGION/SPIRITUAL DEVELO 25,000
    ST MARY'S GRADE SCHOOL
    5 W SIXTH STREET
    STERLING,IL61081     		    IN SUPPORT OF EDUCATION/INSTRUCTION 4,340
    ST VINCENT DE PAUL - STERLING ROCK
    FALLS
    7 W SIXTH STREET
    STERLING,IL61081     		    TO SUPPORT COMMUNITY IMPROVEMENT 1,500
    STANWOOD COMMUNITY SENIOR CENTER
    7430 276TH STREET NW
    STANWOOD,WA98292     		    IN SUPPORT OF HUMAN SERVICE 9,000
    STERLING HIGH SCHOOL
    1608 FOURTH AVE
    STERLING,IL61081     		    IN SUPPORT OF EDUCATION/INSTRUCTION 2,138
    STERLING MAIN STREET
    PO BOX 261
    STERLING,IL61081     		    TO SUPPORT COMMUNITY IMPROVEMENT 20,000
    STERLING PARK DISTRICT
    211 E ST MAYS
    PO BOX 958
    STERLING,IL61081     		    TO SUPPORT COMMUNITY IMPROVEMENT 342,000
    STERLING PARK DISTRICT - MUSEUM
    ASSOCIATION
    211 E ST MAYS
    PO BOX 958
    STERLING,IL61081     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 133,250
    STERLING PUBLIC LIBRARY
    102 WEST 3RD STREET
    STERLING,IL61081     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 27,839
    STERLING ROCK FALLS COMMUNITY TRUST
    302 FIRST AVE
    STERLING,IL61081     		    TO SUPPORT COMMUNITY IMPROVEMENT 7,500
    STERLING ROCK FALLS DAY CARE AGENCY
    INC
    1840 W LE FEVRE
    STERLING,IL61081     		    IN SUPPORT OF YOUTH DEVELOPMENT 5,500
    STERLING ROCK FALLS FAMILY YMCA
    2505 YMCA WAY
    STERLING,IL61081     		    IN SUPPORT OF HUMAN SERVICE 56,750
    STERLING ROCK FALLS HISTORICAL
    SOCIETY
    1005 E 3RD
    STERLING,IL61081     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 32,000
    STERLING SCHOOLS FOUNDATION
    PO BOX 1046
    STERLING,IL61081     		    TO SUPPORT EDUCATION/INSTRUCTION 156,163
    STERLING TOWNSHIP
    108 4TH AVE
    STERLING,IL61081     		    TO SUPPORT COMMUNITY IMPROVEMENT 5,250
    SUSTAINABLE BEREA INC
    PO BOX 1302
    BEREA,KY40403     		    TO SUPPORT EDUCATION/INSTRUCTION 5,500
    THE ASSOCIATED COLLEGES OF ILLINOIS
    150 N WACKER DR
    SUITE 11740
    CHICAGO,IL60606     		    TO SUPPORT EDUCATION/INSTRUCTION 12,500
    THE CARING CENTER
    2800 E HILL DRIVE
    ROCK FALLS,IL61071     		    IN SUPPORT OF HUMAN SERVICE 3,500
    THE CIVIL WAR PRESERVATION TRUST
    1331 H STREET
    SUITE 1001
    WASHINGTON,DC20005     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 5,000
    THE CULVER EDUCATIONAL FOUNDATION
    1300 ACADEMY RD 29
    CULVER,IN46511     		    TO SUPPORT EDUCATION/INSTRUCTION 8,750
    THE DICTIONARY PROJECT
    PO BOX 1845
    CHARLESTON,SC29402     		    TO SUPPORT EDUCATION/INSTRUCTION 1,750
    THE FOUNDATION CENTER
    79 5TH AVE
    NEW YORK,NY10003     		    TO SUPPORT PHILANTHROPY/VOLUNTARISM 3,600
    THE JOSEPH F GLIDDEN HOMESTEAD
    FOUNDATION
    2944 GREENWOOD ACRES DR
    DEKALB,IL60115     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 5,000
    THE NATIONAL MUSEUM OF WWII AVIATIO
    755 AVIATION WAY
    COLORADO SPRINGS,CO80916     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 1,000
    THE NATURE CONSERVANCY OF IL
    CHAPTER 8
    8 S MICHIGAN
    SUITE 900
    CHICAGO,IL60603     		    TO SUPPORT ENVIRONMENTAL QUALITY 9,250
    THE PHILANTHROPY ROUNDTABLE
    1150 17TH ST NW
    SUITE 503
    WASHINGTON,DC20063     		    TO SUPPORT PHILANTHROPY/VOLUNTARISM 1,500
    THE SALVATION ARMY
    PO BOX 366
    STERLING,IL61081     		    TO SUPPORT HUMAN SERVICE ACTIVITIES 21,000
    THE UNITED STATES OLYMPIC COMMITTEE
    1 OLYMPIC PLAZA
    COLORADO SPRINGS,CO80909     		    TO SUPPORT RECREATION, LEISURE, SPOR 3,000
    TWIN CITY PUBLIC ACTION TO DELIVER
    SHELTER INC
    507 W 3RD ST
    STERLING,IL61081     		    TO SUPPORT PUBLIC SAFETY/EMERGENCY 4,000
    UNION LEAGUE BOYS & GIRLS CLUBS
    65 W JACKSON BLVD
    CHICAGO,IL606043507     		    IN SUPPORT OF YOUTH DEVELOPMENT 4,500
    UNITED WAY OF WHITESIDE COUNTY
    PO BOX 806
    STERLING,IL61081     		    TO SUPPORT HUMAN SERVICE ACTIVITIES 170,750
    UNIVERSITY OF COLORADO FOUNDATION
    INC
    4200 E 9TH AVE B188
    DENVER,CO80262     		    TO SUPPORT EDUCATION/INSTRUCTION 8,000
    UNIVERSITY OF DUBUQUE
    200 UNIVERSITY AVE
    DUBUQUE,IA52001     		    TO SUPPORT EDUCATION/INSTRUCTION 8,750
    WHITESIDE AREA CAREER CENTER
    1608 5TH AVE
    STERLING,IL61081     		    TO SUPPORT EDUCATION/INSTRUCTION 87,000
    WHITESIDE COUNTY COMMUNITY HEALTH
    CLINIC
    1300 W 2ND ST
    ROCK FALLS,IL61071     		    TO SUPPORT HEALTH/GENERAL AND RELATE 5,750
    WHITESIDE COUNTY SENIOR CENTER
    1207 W 9TH ST
    STERLING,IL61081     		    TO SUPPORT HUMAN SERVICE ACTIVITES 17,000
    WOODALWN ARTS ACADEMY - OPERATING
    EXPENSES
    3807 WOODLAWN RD
    STERLING,IL61081     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 270,638
    YMCA AT UNIVERSITY OF ILLINOIS
    1001 S WRIGHT ST
    CHAMPAIGN,IL61820     		    TO SUPPORT HUMAN SERVICE ACTIVITIES 6,600
    YWCA OF THE SAUK VALLEY
    412 FIRST AVE
    STERLING,IL61081     		    TO SUPPORT HUMAN SERVICE ACTIVITIES 22,000
    TIMBER LAKE PLAYHOUSE
    PO BOX 29
    MOUNT CARROLL,IL61053     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 10,000
    AMERICAN RED CROSS
    PO BOX 37839
    BOONE,IA500370839     		    IN SUPPORT OF HUMAN SERVICE 1,000
    ILLINOIS FAIRGROUNDS FOUNDATION
    PO BOX 5666
    SPRINGFIELD,IL62705     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 27,500
    PARK NICOLLET FOUNDATION
    PO BOX 650
    MINNEAPOLIS,MN554400650     		    TO SUPPORT HEALTH/GENERAL 2,500
    ROCKFORD ART MUSEUM
    711 N MAIN STREET
    ROCKFORD,IL61103     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 1,000
    THE MUSEUM OF FLIGHT
    9404 E MARGINAL WAY S
    SEATTLE,WA98108     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 7,000
    ROCK FALLS ELEMENTARY SCHOOL
    602 4TH AVE
    ROCK FALLS,IL61071     		    IN SUPPORT OF EDUCATION/INSTRUCTION 15,175
    CITY OF STERLING JOINT FIRE COMMAND
    212 THIRD AVE
    STERLING,IL61081     		    TO SUPPORT COMMUNITY IMPROVEMENT 1,000
    PARTNERSHIP MAGNET ELEMENTARY
    601 BEVERENX ST
    RALEIGH,NC27605     		    TO SUPPORT EDUCATION/INSTRUCTION 4,250
    ROCK RIVER HOSPICE AND HOME
    2706 AVENUE E
    STERLING,IL61081     		    IN SUPPORT OF HUMAN SERVICE 72,500
    THE NATIONAL ARBOR DAY FOUNDATION
    100 ARBOR AVENUE
    NEBRASKA CITY,NE68410     		    TO SUPPORT ENVIRONMENTAL QUALITY 3,500
    UNIVERSITY OF CHICAGO
    1535 SOUTH HARPER CT
    4TH FLOOR
    CHICAGO,IL60615     		    TO SUPPORT EDUCATION/INSTRUCTION 1,000
    ARLY KRUSE EDUCATIONAL FOUNDATION
    3434 47TH
    SUITE 220
    BOULDER,CO80301     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 2,500
    BLACKHAWK HILLS REGIONAL COUNCIL J
    1020 E ROUTE 30
    SUITE 3
    ROCK FALLS,IL61071     		    TO SUPPORT EDUCATION/INSTRUCTION 1,000
    BOYLAN CATHOLIC HIGH SCHOOL
    4000 ST FRANCIS DRIVE
    ROCKFORD,IL61107     		    TO SUPPORT EDUCATION/INSTRUCTION 1,500
    DISCOVERY CENTER MUSEUM OF ROCKFORD
    INC
    711 NORTH MAIN
    ROCKFORD,IL61103     		    TO SUPPORT ARTS, CULTURE, HUMANITIES 1,000
    FRANKLIN CREEK CONSERVATION
    ASSOCIATION
    1893 TWIST ROAD
    FRANKLIN GROVE,IL61031     		    TO SUPPORT ENVIRONMENTAL QUALITY 1,000
    KING RANCH INSTITUTE FOR RANCH
    MANAGEMENT
    700 UNIVERSITY BLVD
    MSC 137
    KINGSVILLE,TX78363     		    TO SUPPORT EDUCATION/INSTRUCTION 8,000
    ABRAHAM LINCOLN PRESIDENTIAL
    LIBRARY FOUNDATION
    500 EAST MADISON
    SPRINGFIELD,IL62701     		    IN SUPPORT OF HUMAN SERVICE 10,000
    STERLING BASKETBALL ASSOCIATION
    1608 4TH AVE
    STERLING,IL61081     		    TO SUPPORT EDUCATION/INSTRUCTION 724
    TRU COMMUNITY CARE
    2594 TRAIL RIDGE DRIVE E
    LAFAYETTE,CO80026     		    IN SUPPORT OF HUMAN SERVICE 500
    VILLAGE OF COLOMA
    PO BOX 353
    COLOMA,WI54930     		    IN SUPPORT OF HUMAN SERVICE 10,000
    Total .................................bullet 3a 3,226,297
    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 41,936  
    4 Dividends and interest from securities....     14 2,293,095  
    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 ............     		    18 722,674  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   3,057,705  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    3,057,705
    (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:
    DILLON FOUNDATION
    EIN:
    36-6059349
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING AND AUDIT 49,275 24,637   24,638

    TY 2018 InvestmentsCorpBondsSchedule
    Name:
    DILLON FOUNDATION
    EIN:
    36-6059349
    Name of Bond End of Year Book Value End of Year Fair Market Value
    ADVENT    
    SPX R2K SX5E NOTE 9617 12,484,175 12,484,175

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    DILLON FOUNDATION
    EIN:
    36-6059349
    Name of Stock End of Year Book Value End of Year Fair Market Value
    RIVER ROAD SMALL/MID VALUE 3,966,673 3,966,673
    SCHAFER CULLEN LARGE CAP VALUE 5,014,544 5,014,544
    LAZARD 4,441,446 4,441,446
    DELAWARE INTERNATIONAL 4,841,001 4,841,001
    OPPORTUNISTIC PORTFOLIO 7,575,430 7,575,430

    TY 2018 InvestmentsGovtObligationsSch
    Name:
    DILLON FOUNDATION
    EIN:
    36-6059349
    US Government Securities - End of Year Book Value:

    1,903,156
    US Government Securities - End of Year Fair Market Value:

    1,903,156
    State & Local Government Securities - End of Year Book Value:


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


     


    TY 2018 InvestmentsOtherSchedule2
    Name:
    DILLON FOUNDATION
    EIN:
    36-6059349
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    BAY RESOURCE FMV    
    FRONTPOINT FMV    
    MILLENNIUM FMV 4,848,054 4,848,054
    INVESTMENT OPTIONS FMV    
    DOUBLELINE FMV 4,634,373 4,634,373
    STRATEGIC OPPORTUNITIES FMV 1,370,175 1,370,175
    BLACKSTONE ENERGY PARTNERS FMV 2,384,277 2,384,277
    STRATEGIC OPPORTUNITIES FUND II FMV 3,102,051 3,102,051
    DISCOVERY GLOBAL OPPORTUNITY FMV    
    STRATEGIC OPPORTUNITIES FUND III FMV 1,721,147 1,721,147
    HP RENAISSANCE FMV 3,893,819 3,893,819

    TY 2018 LegalFeesSchedule
    Name:
    DILLON FOUNDATION
    EIN:
    36-6059349
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INDIRECT LEGAL FEES 724     724


    TY 2018 OtherAssetsSchedule
    Name:
    DILLON FOUNDATION
    EIN:
    36-6059349
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    REAL ESTATE 29,000 29,000 29,000


    TY 2018 OtherExpensesSchedule
    Name:
    DILLON FOUNDATION
    EIN:
    36-6059349
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPENSES        
    INSURANCE 24,419     24,419
    OFFICE SUPPLIES 1,099     1,099
    DUES & SUBSCRIPTIONS 1,335     1,335
    MISCELLANEOUS 4,448     4,448
    TELEPHONE 693     693
    BANK SERVICE CHARGES 2,182     2,182
    POSTAGE 587     587
    REPAIRS & MAINTENANCE 166     166


    TY 2018 OtherIncreasesSchedule
    Name:
    DILLON FOUNDATION
    EIN:
    36-6059349
    Description Amount
    UNREALIZED GAIN ON INVESTMENTS 2,138,319


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    DILLON FOUNDATION
    EIN:
    36-6059349
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT FEES 613,397 613,397    


    TY 2018 TaxesSchedule
    Name:
    DILLON FOUNDATION
    EIN:
    36-6059349
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 33,146      
    FOREIGN TAXES PAID 40,541 40,541