Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
right arrowDo not enter social security numbers on this form as it may be made public.
right arrowGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2023
Open to Public Inspection
For calendar year 2023, or tax year beginning 01-01-2023 , and ending 12-31-2023
Name of foundation
PHOEBE R & JOHN D LEWIS FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)5205 N IRONWOOD ROAD STE 211
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
GLENDALE, WI53217
A Employer identification number

31-1401478
B Telephone number (see instructions)

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

D 1. Foreign organizations, check here............. right arrow
2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow
E right arrow
H Check type of organization:
F right arrow
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)right arrow$17,816,929J 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 right arrow.............
3 Interest on savings and temporary cash investments 109,408 109,408  
4 Dividends and interest from securities... 267,244 267,244  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,090,156
b Gross sales price for all assets on line 6a 2,499,139
7 Capital gain net income (from Part IV, line 2)... 1,090,156
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........ 1,466,808 1,466,808  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
3,000 2,250   750
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
101,468 101,320   148
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
8,500 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule).......        
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 112,968 103,570   898
25 Contributions, gifts, grants paid....... 875,000 875,000
26 Total expenses and disbursements. Add lines 24 and 25 987,968 103,570   875,898
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 478,840
b Net investment income (if negative, enter -0-) 1,363,238
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2023)
Form 990-PF (2023)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 2,266,659 2,080,381 2,081,766
3 Accounts receivable right arrow  
Less: allowance for doubtful accounts right arrow        
4 Pledges receivable right arrow  
Less: allowance for doubtful accounts right arrow        
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) right arrow  
Less: allowance for doubtful accounts right arrow        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 6,498,469 Click to see attachment
List of Attached Documents:
// Content
7,163,587 		15,735,163
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
15 Other assets (describe right arrow)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 8,765,128 9,243,968 17,816,929
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 right arrow)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here right arrow
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here right arrow
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 0 0
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 8,765,128 9,243,968
29 Total net assets or fund balances (see instructions)..... 8,765,128 9,243,968
30 Total liabilities and net assets/fund balances (see instructions). 8,765,128 9,243,968
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 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
8,765,128
2
Enter amount from Part I, line 27a .....................
2
478,840
3
Other increases not included in line 2 (itemize) right arrow
3
0
4
Add lines 1, 2, and 3 ..........................
4
9,243,968
5
Decreases not included in line 2 (itemize) right arrow
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
9,243,968
Form 990-PF (2023)
Form 990-PF (2023)
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 FEDEX     2023-01-05
b HOME DEPOT     2023-02-15
c PARK NATIONAL CORP     2023-04-13
d ADOBE SYS INC     2023-05-05
e BROADCOM     2023-05-26
APPLIED MATERIALS INC     2023-06-06
FORTREA HOLDINGS     2023-07-21
ORACLE CORP     2023-08-15
BROADCOM     2023-09-21
BROADCOM     2023-09-22
DR NORTON INC     2023-09-19
DOMINION ENERGY     2023-09-14
ORACLE CORP     2023-09-13
BROADCOM     2023-10-11
DR NORTON INC     2023-10-30
SCHWAB CHARLES CORP     2023-10-31
VERALTO     2023-10-25
RTX CORPORATION     2023-11-16
PARK NATIONAL CORP     2023-12-18
BLIZZARD     2023-10-13
(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 139,648   71,722 67,926
b 201,483   52,638 148,845
c 458,229   170,068 288,161
d 157,079   72,998 84,081
e 112,463   30,344 82,119
40,260   45,038 -4,778
22,993   29,259 -6,266
46,609   32,032 14,577
28,614   7,641 20,973
24,756   6,549 18,207
9,113   3,396 5,717
180,502   203,453 -22,951
25,563   18,258 7,305
12,171   3,055 9,116
29,880   11,672 18,208
165,057   149,742 15,315
20,845   2,652 18,193
209,199   209,126 73
422,775   137,415 285,360
191,900   151,925 39,975
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       67,926
b       148,845
c       288,161
d       84,081
e       82,119
      -4,778
      -6,266
      14,577
      20,973
      18,207
      5,717
      -22,951
      7,305
      9,116
      18,208
      15,315
      18,193
      73
      285,360
      39,975
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 1,090,156
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
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 right arrow and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions) 1 18,949
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 18,949
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 18,949
6 Credits/Payments:
a 2023 estimated tax payments and 2022 overpayment credited to 2023 6a 11,008
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld .......... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 11,008
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......right arrow 9 7,941
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...right arrow 10  
11 Enter the amount of line 10 to be: Credited to 2024 estimated taxright arrow   Refundedright arrow 11  
Form 990-PF (2023)
Form 990-PF (2023)
Page 4
Part VI-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 the instructions
for the 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. right arrow$ 0(2) On foundation managers.right arrow$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
round bullet By language in the governing instrument, or
round bullet 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 XIV..................................
7
Yes
 
8a
Enter the states to which the foundation reports or with which it is registered (see instructions)
right arrowWI
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 2023 or the taxable year beginning in 2023? See the instructions for Part XIII.
If "Yes," complete Part XIII .............................
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
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 addressright arrowN/A
14
The books are in care ofright arrowROGER SCHROEDER Telephone no.right arrow (414) 231-9724

Located atright arrow5205 N IRONWOOD ROAD STE 211MILWAUKEEWI ZIP+4right arrow53217
15
Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........right arrow
and enter the amount of tax-exempt interest received or accrued during the year ........right arrow
15
 
16 At any time during calendar year 2023, 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 right arrow
Form 990-PF (2023)
Form 990-PF (2023)
Page 5
Part VI-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? ...........
1a(1)
 
No
(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
a disqualified person? ..............................
1a(2)
 
No
(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
1a(3)
 
No
(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
1a(4)
 
No
(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)? ......................
1a(5)
 
No
(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.) ...............
1a(6)
 
No
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
 
 
c
Organizations relying on a current notice regarding disaster assistance check here ........right arrow
d
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 2023? .............
1d
 
No
2
Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
a
At the end of tax year 2023, did the foundation have any undistributed income (Part XII, lines 6d
and 6e) for tax year(s) beginning before 2023?....................
2a
 
No
If "Yes," list the years right arrow20, 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.
right arrow20, 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? ..............................
3a
 
No
b
If "Yes," did it have excess business holdings in 2023 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 2023.) .....................
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 2023? ..
4b
 
No
Form 990-PF (2023)
Form 990-PF (2023)
Page 6
Part VI-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))? ..........
5a(1)
 
No
(2) Influence the outcome of any specific public election (see section 4955); or to carry
on, directly or indirectly, any voter registration drive? ....................
5a(2)
 
No
(3) Provide a grant to an individual for travel, study, or other similar purposes? .............
5a(3)
 
No
(4) Provide a grant to an organization other than a charitable, etc., organization described
in section 4945(d)(4)(A)? See instructions ........................
5a(4)
 
No
(5) Provide for any purpose other than religious, charitable, scientific, literary, or
educational purposes, or for the prevention of cruelty to children or animals? .............
5a(5)
 
No
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
 
 
c
Organizations relying on a current notice regarding disaster assistance check .........right arrow
d
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? .................
5d
 
 
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? .............................
6a
 
No
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?
7a
 
No
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? .........................
8
 
No
Part VII
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
LLOYD EAGAN PRESIDENT
1.00 		0 0 0
3421 CONSERVANCY LANE
MIDDLETON,WI53562
THEKLA METZ VICE PRESIDENT
1.00 		0 0 0
1215 GREENLEAF STREET
EVANSTON,IL60602
MEREDITH DEGEN SECRETARY
1.00 		0 0 0
3518 BLACKHAWK DR
MADISON,WI53705
BRADLEY LEWIS TREASURER
1.00 		0 0 0
70 SOMERSET STREET
BELMONT,MA02478
2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000 (b) Title, and average
hours per week
devoted to position 		(c) Compensation (d) Contributions to
employee benefit
plans and deferred
compensation 		(e) Expense account,
other allowances
NONE
Total number of other employees paid over $50,000...................right arrow 0
Form 990-PF (2023)
Form 990-PF (2023)
Page 7
Part VII
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.............right arrow0
Part VIII-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 VIII-B
Summary of Program-Related Investments (see instructions)
Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
1  
2  
All other program-related investments. See instructions.
3  
Total. Add lines 1 through 3.........................right arrow0
Form 990-PF (2023)
Form 990-PF (2023)
Page 8
Part IX
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
14,438,955
b
Average of monthly cash balances.......................
1b
2,338,937
c
Fair market value of all other assets (see instructions)................
1c
0
d
Total (add lines 1a, b, and c).........................
1d
16,777,892
e
Reduction claimed for blockage or other factors reported on lines 1a and
1c (attach detailed explanation) .............
1e
0
2
Acquisition indebtedness applicable to line 1 assets..................
2
0
3
Subtract line 2 from line 1d.........................
3
16,777,892
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
251,668
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
16,526,224
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
826,311
Part X
Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
1
Minimum investment return from Part IX, line 6..................
1
826,311
2a
Tax on investment income for 2022 from Part V, line 5.......
2a
18,949
b
Income tax for 2022. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
18,949
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
807,362
4
Recoveries of amounts treated as qualifying distributions................
4
0
5
Add lines 3 and 4............................
5
807,362
6
Deduction from distributable amount (see instructions).................
6
0
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
807,362
Part XI
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
875,898
b
Program-related investments—total from Part VIII-B..................
1b
0
2
Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
purposes...............................
2
 
3
Amounts set aside for specific charitable projects that satisfy the:
a
Suitability test (prior IRS approval required)....................
3a
 
b
Cash distribution test (attach the required schedule) .................
3b
 
4
Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......
4
875,898
Form 990-PF (2023)
Form 990-PF (2023)
Page 9
Part XII
Undistributed Income (see instructions)
(a)
Corpus 		(b)
Years prior to 2022 		(c)
2022 		(d)
2023
1 Distributable amount for 2023 from Part X, line 7 807,362
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only....... 843,233
b Total for prior years:20 , 20, 20 0
3 Excess distributions carryover, if any, to 2022:
a From 2018......  
b From 2019......  
c From 2020......  
d From 2021......  
e From 2022......  
f Total of lines 3a through e ........ 0
4Qualifying distributions for 2023 from Part
XI, line 4: right arrow$ 875,898
a Applied to 2022, but not more than line 2a 843,233
b Applied to undistributed income of prior years
(Election required—see instructions)..... 		0
c Treated as distributions out of corpus (Election
required—see instructions)........ 		0
d Applied to 2023 distributable amount..... 32,665
e Remaining amount distributed out of corpus 0
5 Excess distributions carryover applied to 2023. 0 0
(If an amount appears in column (d), the
same amount must be shown in column (a).)
6Enter the net total of each column as
indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
b Prior years’ undistributed income. Subtract
line 4b from line 2b .......... 		0
c Enter the amount of prior years’ undistributed
income for which a notice of deficiency has
been issued, or on which the section 4942(a)
tax has been previously assessed...... 		0
d Subtract line 6c from line 6b. Taxable amount
—see instructions ........... 		0
e Undistributed income for 2022. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		0
f Undistributed income for 2023. Subtract
lines 4d and 5 from line 1. This amount must
be distributed in 2024 .......... 		774,697
7 Amounts treated as distributions out of
corpus to satisfy requirements imposed by
section 170(b)(1)(F) or 4942(g)(3) (Election may
be required - see instructions) ....... 		0
8 Excess distributions carryover from 2018 not
applied on line 5 or line 7 (see instructions) ... 		0
9 Excess distributions carryover to 2024.
Subtract lines 7 and 8 from line 6a ...... 		0
10 Analysis of line 9:
a Excess from 2019....  
b Excess from 2020....  
c Excess from 2021....  
d Excess from 2022....  
e Excess from 2023....  
Form 990-PF (2023)
Form 990-PF (2023)
Page 10
Part XIII
Private Operating Foundations (see instructions and Part VI-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 2023, enter the date of the ruling ...... right arrow
 
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 IX for each
year listed .......... 		Tax year Prior 3 years (e) Total
(a) 2023 (b) 2022 (c) 2021 (d) 2020
         
b 85% (0.85) of line 2a .........          
c Qualifying distributions from Part XI,
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 IX, 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 XIV
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 right arrow
aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
bThe form in which applications should be submitted and information and materials they should include:
cAny submission deadlines:
dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:
Form 990-PF (2023)
Form 990-PF (2023)
Page 11
Part XIV
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

ARIZONA LAND AND WATER TRUST

2810 N ALVERNON WAY 600
TUSCON,AZ85712 		NONE PC PROGRAM SUPPORT 5,000

AUDOBON MASS - HABITAT

10 JUNIPER RD
BELMONT,MA02478 		NONE PC PROGRAM SUPPORT AND LAND ACQUISITION FUND 5,000

BOYS & GIRLS CLUB OF THE NORTH COUNTRY

2572 ROUTE 302
LISBON,NH03585 		NONE PC PROGRAM SUPPORT 5,000

CATO INSTITUTE

1000 MASSACHUSETTS AVE
NW,WA20001 		NONE PC PROGRAM SUPPORT 5,000

CLEAN LAKES ALLIANCE

150 E GILMAN ST
MADISON,WI53703 		NONE PC YAHARA SOCIETY MEMBERSHIP, COMMUNITY MEETINGS, EDUCATION PROJECTS, PARTNERSHIPS OR GRANT FUNDING 21,235

CONCORD ACADEMY

166 MAIN STREET
CONCORD,MA01742 		NONE PC ANNUAL FUND 25,000

CONNECTIONS FOR THE HOMELESS

2121 DEWEY AVE
EVANSTON,IL60201 		NONE PC PROGRAM SUPPORT 30,000

COPPER CANNON

PO BOX 124
FRANCONIA,NH03580 		NONE PC ANNUAL FUND 10,000

CRADLES TO CRAYONS

155 N BEACON ST
BRIGHTON,MA02135 		NONE PC PROGRAM SUPPORT 5,000

CROSSROADS

119 MYRTLE ST
DUXBURY,MA02332 		NONE PC C5 NEW ENGLAND LEADERS 20,000

ENVIROMENTAL DEFENSE FUND

257 PARK AVE S
NEW YORK,NY20020 		NONE PC PROGRAM SUPPORT 10,000

EPIPHANY SCHOOL

154 CENTRE ST
BOSTON,MA02124 		NONE PC PROGRAM SUPPORT 5,000

FAMILY PROMISE NORTH SHORE

PO BOX 484
GLENCOE,IL60022 		NONE PC PROGRAM SUPPORT 15,000

FAMILY SUPPORT AND RESOURCE CENTER

101 NOB HILL RD
MADISON,WI53713 		NONE PC PROGRAM SUPPORT 5,000

GROUNDSWELL CONSERVANCY

303 PATERSON ST
MADISON,WI53703 		NONE PC PROGRAM SUPPORT 10,000

HOOVER INSTITUTE

434 GALVEZ MALL
STANFORD,CA94305 		NONE PC PROGRAM SUPPORT 25,000

INTERNATIONAL CRANE FOUNDATION

PO BOX 447
BARABOO,WI53913 		NONE PC PROGRAM SUPPORT 10,000

MADISON COMMUNITY FOUNDATION

111 N FAIRCHILD ST SUITE 260
MADISON,WI53703 		NONE PC PLANNED PARENTHOOD, TORCHLIGHT FUND 40,000

MADISON COMMUNITY FOUNDATION

111 N FAIRCHILD ST SUITE 260
MADISON,WI53703 		NONE PC NAMI, APT FUND, FOPBC, LITERACY NETWORK, MIDDLETON OUTREACH 34,382

MANHATTAN INSTITUTE

45 W 34TH ST
NEW YORK,NY10001 		NONE PC PROGRAM SUPPORT 25,000

MARTHA'S VINEYARD COMMUNITY SERVICES

111 EDGARTOWN RD
OAK BLUFFS,MA02557 		NONE PC PROGRAM SUPPORT 5,000

MARTHA'S VINEYARD MUSEUM

151 LAGOON POND RD
VINEYARD HAVEN,MA02568 		NONE PC ANNUAL FUND, CATALYST FUND 100,000

MEALS ON WHEELS NORTHEASTERN ILLINOIS

1723 SIMPSON ST
EVANSTON,IL60201 		NONE PC PROGRAM SUPPORT 80,000

MORAN CENTER FOR YOUTH ADVOCACY

1900 A DEMPSTER ST
EVANSTON,IL60202 		NONE PC PROGRAM SUPPORT 20,000

NATIONAL OUTDOOR LEADARSHIP SCHOOL

284 LINCOLN ST
LANDER,WY82520 		NONE PC PROGRAM SUPPORT 20,000

NATIONAL OUTDOOR LEADARSHIP SCHOOL

284 LINCOLN ST
LANDER,WY82520 		NONE PC JOHN LEWIS SCHOLARSHIP FUND 25,000

NELSON INST FOR ENV STUDIES

550 N PARK ST
MADISON,WI53706 		NONE PC ENVIRONMENTAL FUTURES FUND 15,000

NORTHEASTERN UNIVERSITY

360 HUNTINGTON AVE
BOSTON,MA02115 		NONE PC ANNUAL FUND 25,000

ONE CITY EARLY LEARNING CENTER

2012 FISHER ST
MADISON,WI53713 		NONE PC PROGRAM SUPPORT 20,000

PINEY WOODS SCHOOL

5096 HIGHWAY 49 SOUTH
PINEY WOODS,MS39148 		NONE PC ANNNUAL FUND 20,000

PRAGER UNIVERSITY FOUNDATION

15021 VENTURA BLVD 552
SHERMAN OAKS,CA91403 		NONE PC PROGRAM SUPPORT 25,000

REFUGEEONE

6008 N CALIFORNIA AVE
CHICAGO,IL60659 		NONE PC PROGRAM SUPPORT 20,000

ROCKFORD FAMILY PLANNING FOUNDATION

2205 SOUTH PERRYVILLE RD
ROCKFORD,IL61108 		NONE PC PROGRAM SUPPORT 5,000

SHERIFF'S MEADOW FOUNDATION

PO BOX 1088
VINEYARD HAVEN,MA02568 		NONE PC TRAIL FUND 50,000

SQUASH BUSTERS

795 COLUMBUS AVE
BOSTON,MA02120 		NONE PC PROGRAM SUPPORT 10,000

SUFFIELD ACADEMY

185 N MAIN ST
SUFFIELD,CT06078 		NONE PC AQUATICS PROGRAM 5,000

THE CHILDREN'S ROOM

1210 MASSACHUSETTS AVE
ARLINGTON,MA02476 		NONE PC PROGRAM SUPPORT 5,000

U OF CHICAGO-DEPT OF RADIOLOGY

1215 GREENLEAF ST
CHICAGO,IL60637 		NONE PC PROGRAM SUPPORT 10,000

URBAN LEAGUE OF GREATER MADISON

2222 S PARK STREET STE 200
MADISON,WI53713 		NONE PC BLACK BUSINESS HUB, HOME OWNERSHIP EDUCATION AND FINANCIAL COACHING PROGRAM 34,383

FOUNDATION FOR INDIVIDUAL RIGHTS AND EXPRESSION

510 WALNUT STREET SUITE 510
PHILADELPHIA,PA19106 		NONE PC PROGRAM SUPPORT 10,000

BANDERLAND BIRD ALLIANCE

211 S PETERSON ST 340
MADISON,WI53703 		NONE PC PROGRAM SUPPORT 35,000

ATTIC ANGEL ASSOCIATION

640 JUNCTION RD
MADISON,WI53717 		NONE PC PROGRAM SUPPORT 5,000

THE BOSTON FOUNDATION

PO BOX 843027
BOSTON,MA022843027 		NONE PC PROGRAM SUPPORT 10,000

OPEN LEARNING EXCHANGE

1 BROADWAY BROADWAY 14TH FLOOR
CAMBRIDGE,MA02142 		NONE PC BELMONT VOICE 10,000
Total .................................right arrow 3a 875,000
bApproved for future payment
Total ................................. right arrow 3b 0
Form 990-PF (2023)
Form 990-PF (2023)
Page 12
Part XV-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 ........... 		    14 109,408  
4 Dividends and interest from securities ....     14 267,244  
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 1,090,156  
9 Net income or (loss) from special events:          
10 Gross profit or (loss) from sales of inventory          
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) .. 0 1,466,808 0
13Total. Add line 12, columns (b), (d), and (e)..................
13
1,466,808
(See worksheet in line 13 instructions to verify calculations.)
Part XV-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 XV-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 (2023)
Form 990-PF (2023)
Page 13
Part XVI
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.
right arrow right arrow
May the IRS discuss this return
with the preparer shown below?
See instructions.
Signature of officer or trustee Date Title
Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date Check if self-
employed right arrow		 PTIN
Firm's name SmallBullet
 Firm's EIN SmallBullet
Firm's address SmallBullet


 Phone no.
Form 990-PF (2023)
Additional Data


Software ID:  
Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description

TY 2023 AccountingFeesSchedule
Name:
PHOEBE R & JOHN D LEWIS FOUNDATION
EIN:
31-1401478
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
TAX PREPARATION FEE 3,000 2,250   750

TY 2023 InvestmentsCorpStockSchedule
Name:
PHOEBE R & JOHN D LEWIS FOUNDATION
EIN:
31-1401478
Name of Stock End of Year Book Value End of Year Fair Market Value
ABBOTT LAB - 1550 SHS 59,291 170,609
ACCENTURE PLC SHS CL A NEW - 2780 SHS 88,823 975,530
ALPHABET INC CAP STK CL A - 9140 SHS 164,531 1,276,767
ALPHABET INC CAP STK CL C - 7300 SHS 135,134 1,028,789
APPLIED MATERIALS INC COM - 1512 SHS 210,892 245,050
BROADCOM INC - 265 SHS 57,850 295,806
CELANESE CORP DEL COM STK - 1581 SHS 175,900 245,640
CHEVRON CORP - 1219 SHS 77,457 181,826
COCA COLA CO - 3509 SHS 182,414 206,785
COSTCO WHOLESALE CORP - 2079 SHS 436,070 1,372,306
D R HORTON INC - 2269 SHS 88,022 344,843
DANAHER CORP - 855 SHS 30,256 197,796
DUKE ENERGY CORP NEW - 2222 SHS 173,809 215,623
FASTENAL CO - 5090 SHS 75,446 329,679
GOLDMAN SACHS GROUP INC COM - 596 SHS 239,156 229,919
HOME DEPOT INC - 1654 SHS 265,607 573,194
INTERCONTINENTAL EXCHANGE INC COM - 1550 SHS 73,185 199,067
JOHNSON & JOHNSON COM - 1053 SHS 131,192 165,047
KEYSIGHT TECHNOLOGIES INC - 1250 SHS 138,443 198,863
KROGER CO - 4174 SHS 136,807 190,794
LAB CORP AMER HLDGS COM NEW - 917 SHS 218,897 208,425
MERCK & CO INC NEW - 1991 SHS 89,040 217,059
META PLATFORMS INC - 714 SHS 100,502 252,727
MICROSOFT CORP COM - 790 SHS 21,557 297,072
ORACLE CORP - 2347 SHS 71,244 247,444
PFIZER INC - 5571 SHS 124,463 160,389
PNC FINANCIAL SERVICES GROUP - 3820 SHS 258,013 591,527
S.W AIRL CO COM - 12200 SHS 420,423 352,336
SCHWAB CHARLES CORP COM NEW - 7090 SHS 227,141 487,792
T ROWE PRICE GROUP INC - 4150 SHS 361,661 446,914
THERMO FISHER CORP - 327 SHS 42,718 173,568
TJX COS INC COM NEW - 1890 SHS 148,855 177,301
TYSON FOODS INC CL A - 3765 SHS 230,703 202,369
UNITEDHEALTH GROUP INC - 1645 SHS 117,712 866,043
VERIZON COMMUNICATIONS - 4069 SHS 201,035 153,401
VISA INC COM CL A STK - 3315 SHS 275,950 863,060
ADR GSK PLC - 3490 SHS 124,037 129,339
EOG RESOURCES INC COM - 1514 SHS 202,303 183,118
FISERV INC COM - 1025 SHS 125,831 136,161
INTERNATIONAL BUSINESS MACHS - 1317 SHS 184,198 215,395
L3HARRIS TECHNOLOGIES INC COM - 1173 SHS 218,761 247,057
MARRIOTT INTL INC NEW COM - 832 SHS 147,622 187,624
TRACTOR SUPPLY CO COM - 620 SHS 135,028 133,319
UNITED PARCEL SVC INC CL - 1029 SHS 175,608 161,790

TY 2023 OtherProfessionalFeesSchedule
Name:
PHOEBE R & JOHN D LEWIS FOUNDATION
EIN:
31-1401478
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
INVESTMENT MGT FEE 101,271 101,271   0
FILING FEES 197 49   148


TY 2023 TaxesSchedule
Name:
PHOEBE R & JOHN D LEWIS FOUNDATION
EIN:
31-1401478
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
ESTIMATED EXCISE TAX PAID - CURRENT YEAR 8,500 0   0