TY 2023 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
right arrow

Go 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
CARROLL AND NANCY O'CONNOR FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1925 CENTURY PARK EAST 16 FL
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
LOS ANGELES, CA90067

A Employer identification number

95-4299924

B Telephone number (see instructions)

(310) 273-2501

C If exemption application is pending, check here right arrow

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. right arrow

2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... right arrow

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... right arrow

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) right arrow

$4,153,703J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments	3,889		3,889
4	Dividends and interest from securities...	138,298		136,608
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		-29,772
b	Gross sales price for all assets on line 6a 1,353,422
7	Capital gain net income (from Part IV, line 2)...			8,442
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).......	List of Attached Documents: // Content	2,519	2,519
12	Total. Add lines 1 through 11........	114,934		151,458
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).......	List of Attached Documents: // Content	23,835	17,876	5,959
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	34,253	34,253	0
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	436	436	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	44	0	44
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	58,568		52,565	6,003
25	Contributions, gifts, grants paid.......	202,150			202,150
26	Total expenses and disbursements. Add lines 24 and 25	260,718		52,565	208,153
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-145,784
b	Net investment income (if negative, enter -0-)			98,893
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	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............	478	6,479	6,479
	2	Savings and temporary cash investments.........	164,635	43,456	43,456
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	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)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	41,992	List of Attached Documents: // Content 41,992	41,785
	b	Investments—corporate stock (attach schedule).......	2,354,511	List of Attached Documents: // Content 2,276,969	3,065,355
	c	Investments—corporate bonds (attach schedule).......	1,001,991	List of Attached Documents: // Content 375,836	380,998
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	0	List of Attached Documents: // Content 673,091	615,630
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	3,563,607	3,417,823	4,153,703
	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 )
	23	Total liabilities (add lines 17 through 22).........	0	0
		Foundations that follow FASB ASC 958, check here
		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
		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	3,563,607	3,417,823
	29	Total net assets or fund balances (see instructions).....	3,563,607	3,417,823
	30	Total liabilities and net assets/fund balances (see instructions).	3,563,607	3,417,823

Part III

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............

3,563,607

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

-145,784

Other increases not included in line 2 (itemize) right arrow

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

3,417,823

Decreases not included in line 2 (itemize) right arrow

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

3,417,823

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
1 a	PUBLICLY TRADED SECURITIES	P
b	CAPITAL GAINS DIVIDENDS	P
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	1,353,394	1,344,980	8,414
b	28		28
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			8,414
b			28
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	8,442
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3

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 and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)	1	1,375
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	1,375
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	1,375
6	Credits/Payments:

a	2023 estimated tax payments and 2022 overpayment credited to 2023	6a	7,173
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	7,173
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.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	5,798
11	Enter the amount of line 10 to be: Credited to 2024 estimated tax5,798	Refunded	11	0

Form 990-PF (2023)

Page 4

Part VI-A

Statements Regarding Activities

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

Yes

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

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

for the definition.................................

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

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

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

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

(1) On the foundation. right arrow

$ 0(2) On foundation managers. right arrow

$ 0

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

on foundation managers. right arrow

$ 0

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

and Part XIV..................................

Yes

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

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

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

Yes

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

or 4942(j)(5) for calendar year 2023 or the taxable year beginning in 2023? See the instructions for Part XIII.

If "Yes," complete Part XIII .............................

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

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

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement. See instructions.................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address right arrow

N/A

The books are in care of right arrow

KENNETH A MILES Telephone no. right arrow

(310) 273-2501

Located at right arrow

1925 CENTURY PARK EAST 16 FLLOS ANGELESCA ZIP+4 right arrow

90067

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

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)

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

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)

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? ..............................

1a(2)

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........

1a(3)

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............

1a(4)

(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)

(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)

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........

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

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? .............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2023, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2023?....................

If "Yes," list the years right arrow

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year? ..............................

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.) .....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2023? ..

Form 990-PF (2023)

Page 6

Part VI-B

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

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

Yes

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

5a(1)

(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)

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

5a(3)

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

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

5a(4)

(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)

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

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

Organizations relying on a current notice regarding disaster assistance check ......... right arrow

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).

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

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

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

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

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

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

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

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

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
KENNETH A MILES	CEO/DIRECTOR 1.00	0	0	0
1925 CENTURY PARK EAST 16 FL LOS ANGELES,CA90067	CEO/DIRECTOR 1.00	0	0	0
ANGELA O'CONNOR	SECRETARY 1.00	0	0	0
1925 CENTURY PARK EAST 16 FL LOS ANGELES,CA90067	SECRETARY 1.00	0	0	0
SEAN O'CONNOR	CFO/DIRECTOR 1.00	0	0	0
1925 CENTURY PARK EAST 16 FL LOS ANGELES,CA90067	CFO/DIRECTOR 1.00	0	0	0

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


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









Total number of other employees paid over $50,000...................				0

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 arrow

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 arrow

Form 990-PF (2023)

Page 8

Part IX

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

3,998,755

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

105,807

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

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

4,104,562

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

4,104,562

Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see

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

61,568

Net value of noncharitable-use assets. Subtract line 4 from line 3. ............

4,042,994

Minimum investment return. Enter 5% (0.05) of line 5................

202,150

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.)

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

202,150

Tax on investment income for 2022 from Part V, line 5.......

1,375

Income tax for 2022. (This does not include the tax from Part V.) ...

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

1,375

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

200,775

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

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

200,775

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

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

200,775

Part XI

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

208,153

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

208,153

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				200,775
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only.......			201,801
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: $ 208,153
a Applied to 2022, but not more than line 2a			201,801
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.....				6,352
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 ..........				194,423
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)

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 4942(j)(3) or4942(j)(5)

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	(e) Total

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).)

KENNETH A MILES

ANGELA O'CONNOR

SEAN O'CONNOR

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

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

aThe name, address, and telephone number or email address of the person to whom applications should be addressed:

bThe form in which applications should be submitted and information and materials they should include:

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
ALZHEIMER'S ASSOCIATION 225 N MICHIGAN AVE FL 17 CHICAGO,IL60601		PC	GENERAL OPERATIONS EXPENSE	7,000
AMERICAN CANCER SOCIETY PO BOX 105455 ATLANTA,GA30348		PC	GENERAL OPERATIONS EXPENSE	10,000
FURKIDS INC 53235 UNION HILLS RD CUMMING,GA30040		PC	GENERAL OPERATIONS EXPENSE	5,000
KNOCK FOUNDATION 11314 WILBUR AVE NORTHRIDGE,CA91326		PC	GENERAL OPERATIONS EXPENSE	10,000
MOVEMBER FOUNDATION 10000 WASHINGTON BLVD CULVER CITY,CA90232		PC	GENERAL OPERATIONS EXPENSE	24,000
NEW HORIZONS 15725 PARTHENIA ST NORTH HILLS,CA91343		PC	GENERAL OPERATIONS EXPENSE	22,000
TEMPLE AHAVAT SHALOM 18200 RINALDI PL NORTHRIDGE,CA91326		PC	GENERAL OPERATIONS EXPENSE	25,000
THE GREY MUZZLE ORGANIZATION 14460 FALLS OF NEUSE RD STE 149-269 RALEIGH,NC276148227		PC	GENERAL OPERATIONS EXPENSE	25,000
TUNNEL TO TOWERS FOUNDATION 2361 HYLAND BLVD STATEN ISLAND,NY10306		PC	GENERAL OPERATIONS EXPENSE	24,000
UNIVERSITY OF MONTANA FOUNDATION PO BOX 7159 MISSOULA,MT59807		PC	GENERAL OPERATIONS EXPENSE	30,150
WAGS AND WALKS 2236 FEDERAL AVE LOS ANGELES,CA90064		PC	GENERAL OPERATIONS EXPENSE	20,000
Total ................................. 3a				202,150

bApproved for future payment

Total ................................. 3b				0

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	(e) Related or exempt function income (See instructions.)
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	3,889
4 Dividends and interest from securities ....			14	138,298
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 .....			14	480
8 Gain or (loss) from sales of assets other than inventory ............			18	-29,772
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aSEC SETTLEMENT			01	2,039
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		0		114,934	0

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

114,934

(See worksheet in line 13 instructions to verify calculations.)

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part 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)

Page 13

Part XVI

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Yes

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........Yes No

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below? See instructions. Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2023)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2023 AccountingFeesSchedule

Name:

CARROLL AND NANCY O'CONNOR FOUNDATION

EIN:

95-4299924

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	23,835	17,876		5,959

- TIN:

TY 2023 InvestmentsCorpBondsSchedule

Name:

CARROLL AND NANCY O'CONNOR FOUNDATION

EIN:

95-4299924

Name of Bond	End of Year Book Value	End of Year Fair Market Value
ALPHABET INC NT	14,737	14,942
AMERICAN ELEC PWR CO INC	11,667	11,725
APPLE INC FXD RT SR NT	21,068	21,166
BANK AMER CORP FXD RT	9,846	9,894
BANK NOVA SCOTIA BC	25,843	25,981
COCA COLA CO NT	19,509	19,546
CVS HEALTH CORP SR NT	13,009	13,238
DOWDUPONT INC	13,945	14,215
ENERGY TRANSFER PARTNERS LP	7,446	7,632
GENERAL MLS INC	5,921	5,917
GENERAL MLS INC FXD	3,961	3,945
GENERAL MTRS FINL CO INC	13,801	13,915
KINDER MORGAN ENERGY PARTNERS LP	11,093	11,344
LABORATORY CORP AMER HLDGS	17,270	17,401
LOCKHEED MARTIN CORP	7,336	7,348
LOWES COS INC NT	9,661	9,956
MITSUBISHI UFJ FINANCIAL GROUP INC	7,552	7,833
MORGAN STANLEY	11,270	11,809
NORTHERN TR CORP	8,238	8,606
SHELL INTL FIN B V GTD NT	18,791	19,046
SOUTHERN CO SR NT	7,271	7,548
T-MOBILE USA INC	9,710	9,790
UNION PAC CORP NT	19,255	19,538
UNITED STATES BANCORP MEDIUM US BANKCORP	12,754	12,920
UNITED TECHNOLOGEIS CORP	13,598	13,685
UNITEDHEALTH GROUP INC	23,152	23,308
VERIZON COMMUNICATIONS INC	7,603	7,712
VODAFONE GROUP OLC NEW	7,787	7,988
WESTPAC BKG CORP SR	22,742	23,050

- TIN:

TY 2023 InvestmentsCorpStockSchedule

Name:

CARROLL AND NANCY O'CONNOR FOUNDATION

EIN:

95-4299924

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABBVIE INC COM	7,831	7,594
ACCENTURE PLC IRELAND CLASS SHS	26,204	40,004
ADOBE SYS INC COM	19,892	45,342
ALPHABET INC CL A	15,032	53,082
ALTRIA GROUP INC COM	14,397	13,554
AMAZON COM INC	60,501	70,652
AMERICAN ELECTRIC POWER CO	17,603	16,230
AMERICAN TOWER CORP NEW COM	31,206	32,382
AMERICAN WTR WKS CO INC NEW COM	9,637	15,839
AMGEN INC COM	30,578	33,122
ANHEUSER BUSCH INBEV SA NV	37,741	44,588
APPLE INC COM	47,113	129,958
ARES CAP CORP COM	13,296	13,821
ASML HLDG N V N Y	34,673	48,443
AT&T INC COM	15,471	14,414
AT&T INC GLOBAL NTS 5.35%	45,085	41,038
BANK AMER CORP COM BKCM	45,402	42,536
BECTON DICKINSON & CO	18,284	18,043
BERKSHIRE HATHAWAY INC DEL CL B NEW	20,450	37,449
BLOCK H & R INC COM	3,220	3,386
CARYLE FIN LLC	54,538	46,328
CHEVRON CORP NEW COM	12,858	16,408
CINCINNATI FINL CORP COM	9,299	14,484
CINTAS CORP	15,695	54,239
CISCO SYSTEMS INC	8,216	8,588
CITIGROUP INC COM	6,459	7,202
CITIZENS FINL GROUP INC COM	16,653	15,079
CME GROUP INC COM	16,438	26,114
COCA COLA COMPANY	10,300	13,554
COSTCO WHOLESALE CORP NEW	24,025	59,407
DISNEY WALT CO DISNEY COM	59,156	49,660
DOMINION ENERGY INC COM	17,494	12,220
DTE ENERGY CO COM	8,755	9,923
DTE ENERGY CO JR SUB DEB	45,202	43,067
DUKE ENERGY CORP DEP	46,024	40,992
DUKE ENTERGY CORP NEW	16,437	16,497
EMERSON ELEC CO COM	8,927	11,680
ENTERGY CORP NEW	16,934	15,179
EOG RES INC COM	27,129	28,060
EQUINIX INC COM	23,055	24,162
EVERSOUCE ENERGY COM	7,170	9,875
EXXON MOBIL CORP COM	14,130	13,297
FIDELITY NATL FINL INC NEW	10,044	11,224
FIFTH THIRD BANCORP COM	11,285	15,865
FIRSTENERGY CORP CO	12,122	11,365
FORD MTR CO DEL COM	9,383	9,752
FRANKLIN RESOURCES INC	13,534	12,661
GENERAL MILLS INC COM	11,892	11,074
GENUINE PARTS CO COM	13,929	11,080
GILEAD SCIENCE INC COM	31,929	39,290
GLOBE LIFE INC JR	41,914	42,224
HARTFORD FINL SVCS GROUP INC COM	4,591	8,842
HCA HEALTHCARE INC COM	15,377	40,602
HOME DEPOT INC COM	19,657	45,052
HP INC COM	6,485	6,319
INTERNATIONAL BUSINESS MACHS CORP	12,472	14,720
INTERNATIONAL PAPER CO COM	18,590	15,183
INTERPUBLIC GROUP COS INC	11,964	10,445
JPMORGAN CHASE & CO COM	20,976	50,520
JPMORGAN CHASE & DO	45,944	42,268
LINDE PLC NEW	19,855	20,536
LOCKHEED MARTIN CORP COM	9,960	13,144
LYONDELLBASELL INDUSTRIES	12,657	13,311
MARATHON PETE CORP COM	6,814	9,495
MARSH & MCLENNAN COS INC COM	16,709	16,105
MASTERCARD INC CL A COM	15,410	51,181
MCDONALDS CORP	22,313	38,546
MERCK & CO INC NEW COM	6,376	9,812
METLIFE INC COM	14,977	15,210
MICROSOFT CORP COM	38,325	154,176
NEXTERA ENERGY CAP HLDGS INC	45,921	39,803
NEXTERA ENERGY INC COM	23,623	29,763
NISOURCE INC COM	11,246	12,479
NNN REIT INC COM	6,680	6,896
NORTHROP GRUMMAN CORP COM	14,872	22,003
NVIDIA CORP COM	38,593	39,618
NXP SEMICONDUCTORSNV COM	40,617	47,544
OCCIDENTAL PETE CORP COM	8,093	7,762
PARKER-HANNIFIN CORP COM	18,213	23,035
PEPSICO INC COM	23,671	32,270
PFIZER INC COM	6,541	4,750
PHILIP MORRIS INTL INC COM	11,697	12,889
PIONEER NAT RES CO COM	7,409	6,746
PRINCIPAL FINL GOUP INC	6,770	5,900
PROCTER & GABLE CO COM	6,349	10,258
PROLOGIS INC COM	5,645	8,265
PUBLIC STORAGE DEP	45,865	42,441
PUBLIC STORAGE DEP SH REPSTG	53,624	39,671
PUBLIC SVC ENERPRISE GROUP INC COM	11,768	12,842
QUANTA SVCS INC	25,324	34,312
REGIONS FINL CORP NEW COM	6,350	7,558
ROPER TECHNOLOGIES INC COM	19,032	32,710
S&P GLOBAL INC COM	16,411	20,704
SCHLUMBERGER LTD COM	18,519	18,474
SEAGATE TECHOLOGY HLDGS PB PLT CO	3,079	3,415
SEMPRA COM	12,191	11,957
SLAESFORCE INC COM	20,566	23,683
SONOCO PRODS CO COM	10,643	10,950
STARBUCKS CORP COM	18,365	18,242
TESLA INC COM	22,839	26,090
THERMO FISHER SCIENTIFIC INC COM	10,999	37,155
TJX COS INC NEW COM	26,404	36,586
T-MOBILE INC COM	27,082	42,487
TRANE TECHNOLIGIES PLC	9,988	34,146
UNITEDHEALTH GROUP INC COM	30,962	71,073
UNUM GROUP COM	6,279	6,331
US BANCORP DEL COM NEW	14,227	15,364
VERIZON COMMUNICATIONS INC	13,507	14,892
VERTEX PHARMACEUTICLAS INC	33,967	41,503
VISA INC COM CL A	14,429	53,372
WALMART INC COM	18,119	33,107
WATSCO INCCOM	7,622	8,569
WEC ENERGY GROUP INC COM	9,771	10,100
WENDYS CO COM	6,208	5,747
WHIRLPOOL CORP COM	9,756	8,524
WILLIAMS COS INC COM	15,494	18,112
ZOETIS INC CL A	7,645	17,763

- TIN:

TY 2023 InvestmentsGovtObligationsSch

Name:

CARROLL AND NANCY O'CONNOR FOUNDATION

EIN:

95-4299924

US Government Securities - End of Year Book Value:

41,992

US Government Securities - End of Year Fair Market Value:

41,785

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

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

- TIN:

TY 2023 InvestmentsOtherSchedule2

Name:

CARROLL AND NANCY O'CONNOR FOUNDATION

EIN:

95-4299924

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
CITY NATIONAL ROCHDALE FIXED	AT COST	425,486	368,028
FEDERATED HERME INSTITUTIONAL	AT COST	61,802	62,013
ISHARES TR 0-5 YR HIGH YIELD CORP	AT COST	80,601	80,429
ISHARES TR JPMORGAN USD EMERGING	AT COST	24,758	24,670
ISHRES TR IBOXX	AT COST	31,004	30,956
PIMCO INCOME FUND INSTITUTIONAL	AT COST	49,440	49,534

- TIN:

TY 2023 OtherExpensesSchedule

Name:

CARROLL AND NANCY O'CONNOR FOUNDATION

EIN:

95-4299924

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
BANK FEES	19	0		19
FILING FEES	25	0		25

- TIN:

TY 2023 OtherIncomeSchedule2

Name:

CARROLL AND NANCY O'CONNOR FOUNDATION

EIN:

95-4299924

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
RIM - SUBSTITUTE PAYMENTS IN LIEU	480	480	480
SEC SETTLEMENT	2,039	2,039	2,039

- TIN:

TY 2023 OtherProfessionalFeesSchedule

Name:

CARROLL AND NANCY O'CONNOR FOUNDATION

EIN:

95-4299924

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT MANAGEMENT FEES	34,253	34,253		0

- TIN:

TY 2023 TaxesSchedule

Name:

CARROLL AND NANCY O'CONNOR FOUNDATION

EIN:

95-4299924

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAX WITHHOLDING	436	436		0