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
Homer and Annette Thompson Foundation

% Foundation Source

Number and street (or P.O. box number if mail is not delivered to street address)Foundation Source 501 Silverside Rd
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Wilmington, DE198091377

A Employer identification number

46-4472292

B Telephone number (see instructions)

(800) 839-1754

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

$26,977,196J 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)	428
2	Check .............
3	Interest on savings and temporary cash investments	71,842		71,842
4	Dividends and interest from securities...	589,639		589,639
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		45,310
b	Gross sales price for all assets on line 6a 5,826,766
7	Capital gain net income (from Part IV, line 2)...			44,054
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	2,768	2,768
12	Total. Add lines 1 through 11........	709,987		708,303
13	Compensation of officers, directors, trustees, etc.	27,314			27,314
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	120,013	119,608	405
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	14,290	1,798
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	63,373	10	63,363
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	224,990		121,416	91,082
25	Contributions, gifts, grants paid.......	1,092,330			1,092,330
26	Total expenses and disbursements. Add lines 24 and 25	1,317,320		121,416	1,183,412
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-607,333
b	Net investment income (if negative, enter -0-)			586,887
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.............
	2	Savings and temporary cash investments.........	1,627,500	2,373,177	2,373,177
	3	Accounts receivable 8,811
		Less: allowance for doubtful accounts		8,811	8,811
	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)	3,058,211	List of Attached Documents: // Content 3,157,985	2,818,448
	b	Investments—corporate stock (attach schedule).......	15,611,890	List of Attached Documents: // Content 14,120,803	18,042,898
	c	Investments—corporate bonds (attach schedule).......	3,908,126	List of Attached Documents: // Content 3,937,618	3,733,862
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........
	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)	24,205,727	23,598,394	26,977,196
	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........
	27	Paid-in or capital surplus, or land, bldg., and equipment fund
	28	Retained earnings, accumulated income, endowment, or other funds	24,205,727	23,598,394
	29	Total net assets or fund balances (see instructions).....	24,205,727	23,598,394
	30	Total liabilities and net assets/fund balances (see instructions).	24,205,727	23,598,394

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

24,205,727

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

-607,333

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

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

23,598,394

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 .

23,598,394

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	Publicly-traded Securities
b	FLORIDA NATURAL GROWERS QUALIFIED CAPITAL RETAINS	D	2013-05-16	2023-12-28
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	5,826,211	5,781,457	44,754
b	555	1,255	-700
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			44,754
b			-700
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	44,054
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	8,158
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
3	Add lines 1 and 2...........................	3	8,158
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	8,158
6	Credits/Payments:

a	2023 estimated tax payments and 2022 overpayment credited to 2023	6a	9,000
b	Exempt foreign organizations—tax withheld at source......	6b	0
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	9,000
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. List of Attached Documents: // Content		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	842
11	Enter the amount of line 10 to be: Credited to 2024 estimated tax842	Refunded	11

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

$ (2) On foundation managers. right arrow

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

on foundation managers. right arrow

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

The books are in care of right arrow

Foundation Source Telephone no. right arrow

(800) 839-1754

Located at right arrow

501 Silverside Road Suite 123WilmingtonDE ZIP+4 right arrow

198091377

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)

Yes

(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-)
Charles R Chilton	Dir, Sec, VP 2.0	4,134
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Dir, Sec, VP 2.0	4,134
Emily E Hart	VP, Dir 1.0	3,097
Foundation Source 501 Silverside Rd Wilmington,DE198091377	VP, Dir 1.0	3,097
Samuel W Hart	Pres, Treas, Dir 3.0	9,646
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Pres, Treas, Dir 3.0	9,646
Krista H Mahalak	Dir, VP 1.0	2,769
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Dir, VP 1.0	2,769
William A Rowse Jr	Dir, VP 1.0	3,269
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Dir, VP 1.0	3,269
Robert J Stambaugh	Dir, VP 2.0	4,399
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Dir, VP 2.0	4,399

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










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

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
Midwest Trust Company	Investment Mgmt	119,608
5901 COLLEGE BLVD SUITE 110 OVERLAND PARK,KS66211	Investment Mgmt	119,608
Foundation Source	Administrative	55,275
55 Walls Drive 3rd Fl Fairfield,CT06824	Administrative	55,275

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

23,973,324

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

1,663,410

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

550

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

25,637,284

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

25,637,284

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

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

384,559

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

25,252,725

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

1,262,636

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

1,262,636

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

8,158

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

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

8,158

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

1,254,478

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

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

1,254,478

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

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

1,254,478

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 ..........

1,183,412

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. .......

1,183,412

Form 990-PF (2023)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(c) 2022	(d) 2023
1 Distributable amount for 2023 from Part X, line 7				1,254,478
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only.......			1,152,740
b Total for prior years:2021, 2020, 2019
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 ........
4Qualifying distributions for 2023 from Part
XI, line 4: $ 1,183,412
a Applied to 2022, but not more than line 2a			1,152,740
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 2023 distributable amount.....				30,672
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2023.
(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 ..........
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 2022. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2023. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2024 ..........				1,223,806
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 2018 not applied on line 5 or line 7 (see instructions) ...
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....	0

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).)

NONE

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
1ST VETERANS KIDS CARE INC 3015 BRENTON MANOR LOOP WINTER HAVEN,FL33881	N/A	PC	to assist veterans/families and needy children in Central Florida	20,000
ANGELS CARE CENTER OF ELOISE INC PO BOX 9211 WINTER HAVEN,FL33883	N/A	PC	general operating fund	3,000
BOYS & GIRLS CLUB OF POLK COUNTY 301 NE 5TH ST MULBERRY,FL33860	N/A	PC	to cover cost of 2023 summer camp for East Polk County	45,000
BRIGHTFOCUS FOUNDATION 22512 GATEWAY CENTER DR CLARKSBURG,MD20871	N/A	PC	Alzheimer disease research fund	100,000
FAITH XTREME INC 1450 34TH ST NW WINTER HAVEN,FL33881	N/A	PC	to help cover the salary cost for additional staff	70,000
FIRST PRESBYTERIAN CHURCH OF WINTER HAVEN 637 6TH ST NW WINTER HAVEN,FL33881	N/A	PC	Feeding The Hungry Ministry	30,000
FRIENDS OF FLORIDA STATE FORESTS INC 3125 CONNER BLVD C25 TALLAHASSEE,FL32399	N/A	PC	to purchase a bunk trailer for use by Operation Outdoor Freedom	47,569
KID PACK INC 3725 FRONTAGE RD N STE 1 LAKELAND,FL33810	N/A	PC	to cover food cost for additional students	59,778
MEALS ON WHEELS OF POLK COUNTY INC 620 6TH ST NW WINTER HAVEN,FL33881	N/A	PC	for the Angel & Reduced Cost Meals Programs	173,000
POLK EDUCATION FOUNDATION AND BUSINESS PARTNERSHIP 1530 SHUMATE DR BARTOW,FL33830	N/A	PC	For Project Hearth	25,000
POLK SENIOR GAMES INC 515 E BLVD ST BARTOW,FL33830	N/A	PC	2024 Silver Sponsorship	10,000
POLK STATE COLLEGE FOUNDATION INC 999 AVE H NE WINTER HAVEN,FL33881	N/A	PC	Winter Haven Police & Fire Departments Scholarship Fund	40,000
PROJECT LOVE OF ELOISE INC PO BOX 2285 EAGLE LAKE,FL33839	N/A	PC	general operating fund	3,000
PUBLIC EDUCATION PARTNERSHIP OF WINTER HAVEN INC PO BOX 1836 WINTER HAVEN,FL33882	N/A	PC	After School Programs	50,000
THE MISSION OF WINTER HAVEN INC 180 E CENTRAL AVE WINTER HAVEN,FL33880	N/A	PC	for improvements, equipment and food at the facility	48,000
THEATRE WINTER HAVEN INC PO BOX 1230 WINTER HAVEN,FL33882	N/A	PC	The Penguin Project	17,500
TOP BUTTONS INC 236 N KENTUCKY AVE LAKELAND,FL33801	N/A	PC	Capsule Collection Clothing	12,000
VICTORY RIDGE ACADEMY INC 501 BURNS AVE LAKE WALES,FL33853	N/A	PC	to purchase equipment for Sensory Rooms and outside	39,983
WARNER UNIVERSITY 13895 HWY 27 LAKE WALES,FL33859	N/A	PC	to cover costs of Summer Ag Camp & Land Lab Enhancements/Maintenance	50,000
WE CARE OF CENTRAL FLORIDA INC 205 FARNOL ST SW WINTER HAVEN,FL33880	N/A	PC	to cover the cost of a Patient Outreach Coordinator	50,000
WOMEN AND YOUTH CENTER INC 20 N 6TH ST HAINES CITY,FL33844	N/A	PC	General & Unrestricted	50,000
WOMENS RESOURCE CENTER OF FLORIDA INC 165 AVE A NW WINTER HAVEN,FL33881	N/A	PC	Homeless Prevention and Independence Programs	110,000
WOUNDED WARRIOR OUTDOORS INC 300 S ORANGE AVE STE 1500 ORLANDO,FL32801	N/A	PC	Charitable Event	38,500
Total ................................. 3a				1,092,330

bApproved for future payment

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

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	71,842
4 Dividends and interest from securities ....			14	589,639
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	45,310
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aCLASS ACTION LAWSUIT PROCEEDS			01	2,768
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..				709,559

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

709,559

(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:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2023 DepreciationSchedule

Name:

Homer and Annette Thompson Foundation

EIN:

46-4472292

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income	Cost of Goods Sold Not Included

- TIN:

TY 2023 InvestmentsCorpBondsSchedule

Name:

Homer and Annette Thompson Foundation

EIN:

46-4472292

Name of Bond	End of Year Book Value	End of Year Fair Market Value
AMGEN INC - 3.625% - 05/22/202	146,279	138,877
AON CORP - 2.800% - 05/15/2030	208,405	177,657
APPLE INC - 2.500% - 02/09/202	244,740	243,830
AT&T INC - 2.300% - 06/01/2027	206,640	185,808
BANK AMER CORP BOND - 3.248% -	207,616	190,466
BANK OF NY MELLON - 3.000% - 0	250,756	244,556
BLACKROCK INC - 3.500% - 03/18	85,438	79,652
BROADCOM INC - 4.750% - 04/15/	196,401	200,635
CITIGROUP - 3.520% - 10/27/202	148,587	151,442
CVS HEALTH CORP - 5.000% - 01/	121,648	122,287
DISNEY WALT CO - 2.000% - 09/0	74,037	66,574
DISNEY WALT CO - 2.650% - 01/1	104,890	89,110
EBAY INC SR GLBL NT - 3.450% -	92,337	88,804
INTERCONTINENTAL EXCHANGE INC	122,751	108,195
JOHNSON & JOHNSON - 2.450% - 0	102,500	96,207
KEYCORP MEDIUM TERM NTS - 2.25	155,250	135,164
LOWES COS INC - 3.100% - 05/03	96,521	95,800
META PLATFORMS INC SER B NOTE	191,440	194,916
MORGAN STANLEY SER I MTN CALL	123,094	115,223
ORACLE CORP NOTE - 2.650% - 07	178,584	166,009
PAYPAL HLDGS INC - 2.850% - 10	130,430	114,459
PEPSICO INC - 2.750% - 04/30/2	103,279	97,401
PNC FINL SVCS GROUP INC NOTE -	125,083	125,598
SALESFORCE COM - 3.700% - 04/1	95,447	93,141
STARBUCKS CORP 2.25% 03/12/203	123,695	109,839
UNITEDHEALTH GROUP INC NOTE -	123,750	124,188
WALMART INC NOTE - 4.000% - 04	119,093	119,387
WELLS FARGO - 3.550% - 09/29/2	58,927	58,637

- TIN:

TY 2023 InvestmentsCorpStockSchedule

Name:

Homer and Annette Thompson Foundation

EIN:

46-4472292

Name of Stock	End of Year Book Value	End of Year Fair Market Value
3M CO	29,965	16,398
ABBVIE INC	45,775	80,274
ADOBE SYSTEMS, INC	31,618	68,609
AIR PRODS & CHEM INC	15,560	16,154
ALLSTATE CORP	18,769	25,616
ALPHABET INC CL A	58,153	64,257
ALPHABET INC CL C	33,356	135,293
AMAZON COM	76,780	215,147
AMERICAN FUNDS EUROPACIFIC GRO	399,285	420,129
AMERICAN TOWER REIT INC	27,911	37,779
AMERIPRISE FINANCIAL INC	27,144	87,361
APPLE INC	34,086	266,462
BERKSHIRE HATHAWAY INC. CLASS	20,051	49,932
BOOKING HOLDINGS INC	46,951	99,322
BRITISH AMERICAN TOBACCO PLC	20,216	13,444
BROADCOM INC	15,453	110,509
CATERPILLAR INC	37,248	95,501
CHEVRON CORP	13,217	27,147
CHUBB LIMITED	32,374	58,308
CISCO SYSTEMS INC	66,673	77,599
CLEARBRIDGE INTERNATIONAL GROW	343,300	399,093
COHEN & STEERS INSTITUTIONAL R	224,469	249,571
CONOCOPHILLIPS	19,190	65,928
CORNING INC	11,409	10,079
COSTCO WHOLESALE CORPORATION	16,201	67,988
CROWN CASTLE INTL	37,553	35,363
DANAHER CORP	10,610	35,164
DIGITAL RLTY TR INC	38,555	45,353
DIMENSIONAL U S SMALL CAP ETF	248,675	264,892
DOMINION ENERGY INC	21,496	14,711
DOW INC	75,325	71,840
DUKE ENERGY CO	14,569	17,855
EATON CORP PLC	19,324	58,760
ECOLAB INC	32,246	44,430
ENBRIDGE INC	18,798	22,440
EXXON MOBIL CORP	40,570	94,081
FIDELITY SHORT TERM TREASURY B	1,391,448	1,418,593
FIFTH THIRD BANCORP	24,718	22,453
FORD MOTOR COMPANY	17,256	19,504
FORTIVE CORPORATION	14,160	24,372
HASBRO INC	24,230	14,501
HOME DEPOT INC	21,099	57,181
HONEYWELL INTL	66,060	65,639
HUNTINGTON BANCSHARES INC	20,155	17,134
INVESCO OPPENHEIMER DEVELOPING	365,080	355,546
ISHARES CORE MSCI EAFE ETF	447,071	517,776
JOHNSON & JOHNSON	18,090	23,824
JP MORGAN CHASE	53,104	123,152
JPMORGAN LARGE CAP GROWTH FUND	942,894	1,406,524
LOCKHEED MARTIN CORP	21,908	33,540
MCDONALD'S CORP	42,027	74,721
MEDTRONIC PLC	33,178	29,163
MERCK & CO INC	65,300	116,542
META PLATFORMS INC	16,486	50,970
MFS MID CAP VALUE FUND CLASS R	486,161	489,820
MICROSOFT CORP	97,687	360,246
NEUBERGER BERMAN LARGE CAP VAL	358,338	333,979
NORTHROP GRUMMAN CORP	29,113	63,199
NOVARTIS AG ADR	19,943	27,969
NVIDIA CORP	33,094	110,929
PAYPAL HOLDINGS, INC	87,201	48,882
PEPSICO INC	67,985	108,528
PFIZER INC	19,290	16,612
PHILIP MORRIS INTL	29,744	34,057
PNC FINANCIAL GROUP INC	17,497	32,054
PROCTER GAMBLE CO	34,963	61,400
PROLOGIS	21,937	25,327
PRUDENTIAL FINCL INC	17,568	24,683
QUALCOMM INC	22,843	41,653
QUEST DIAGNOSTICS	14,611	23,302
RAYTHEON TECHNOLOGIES CORP	41,613	57,468
SALESFORCE.COM	37,090	93,415
SANDOZ GROUP AG	1,092	1,761
SCHWAB STRATEGIC TR US LARGE C	1,313,998	1,675,742
SPDR PORTFOLIO SMALL CAP ETF	324,458	430,742
SPDR S&P 600 SMALL CAP VALUE	439,787	597,499
STARBUCKS CORP COM	49,093	57,222
T. ROWE PRICE MID CAP GROWTH F	991,636	1,060,200
TARGET CORPORATION	26,056	29,908
TC ENERGY CORPORATION	25,202	22,672
TE CONNECTIVITY LTD	18,730	43,134
TESLA MOTORS INC	71,759	50,690
THERMO FISHER SCIENTIFIC INC	18,231	64,756
TOUCHSTONE SANDS CAP EMERGING	260,657	175,521
TRUIST FINANCIAL CORPORATION	33,437	27,653
TSTONE SANDS CAP EMERG CLR6	209,939	141,575
UNION PACIFIC	44,819	107,336
UNITEDHEALTH GROUP INC	23,129	87,920
VANGUARD FTSE DEVELOPED MARKET	708,189	844,477
VANGUARD FTSE EMERGING MARKETS	346,929	373,394
VANGUARD GROWTH INDEX FD ADMIR	878,753	1,253,844
VANGUARD MID-CAP VALUE INDEX	540,984	554,953
VANGUARD REIT INDEX FD ADMIRAL	238,065	248,134
VANGUARD SM-CAP ETF	137,698	145,704
VERIZON COMMUNICATIONS	39,419	30,085
VISA INC	30,561	102,838
WAL-MART STORES INC	31,728	53,443
WALT DISNEY HOLDINGS CO	42,535	29,073
WILLIAMS COS	30,102	45,175

- TIN:

TY 2023 InvestmentsGovtObligationsSch

Name:

Homer and Annette Thompson Foundation

EIN:

46-4472292

US Government Securities - End of Year Book Value:

3,157,985

US Government Securities - End of Year Fair Market Value:

2,818,448

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

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

- TIN:

TY 2023 OtherExpensesSchedule

Name:

Homer and Annette Thompson Foundation

EIN:

46-4472292

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
Administrative Fees	55,275		55,275
Bank Charges	10	10
EQUIPMENT MAINTENANCE	4,633		4,633
Foundation Dues & Memberships	1,630		1,630
Indemnification Insurance	1,625		1,625
Office Supplies	175		175
State or Local Filing Fees	25		25

- TIN:

TY 2023 OtherIncomeSchedule2

Name:

Homer and Annette Thompson Foundation

EIN:

46-4472292

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
Class Action Lawsuit Proceeds	2,768	2,768

- TIN:

TY 2023 OtherProfessionalFeesSchedule

Name:

Homer and Annette Thompson Foundation

EIN:

46-4472292

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment Management Services	119,608	119,608
BOARD MEETING STIPENDS	405			405

- TIN:

TY 2023 TaxesSchedule

Name:

Homer and Annette Thompson Foundation

EIN:

46-4472292

Category	Amount	Net Investment Income
990-PF Estimated Tax for 2023	9,000
990-PF Excise Tax for 2022	3,492
Foreign Tax Paid	1,798	1,798