TY 2024 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

2024

Open to Public Inspection

For calendar year 2024, or tax year beginning 01-01-2024 , and ending 12-31-2024

Name of foundation
Bruce and Susan Kilgore Family 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

84-3025086

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

$6,301,122J 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	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	749,327
2	Check .............
3	Interest on savings and temporary cash investments	2,027		2,027
4	Dividends and interest from securities...	149,452		149,452
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		313,994
b	Gross sales price for all assets on line 6a 5,081,055
7	Capital gain net income (from Part IV, line 2)...			986,425
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	-766	23
12	Total. Add lines 1 through 11........	1,214,034		1,137,927
13	Compensation of officers, directors, trustees, etc.	0
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	65,090	65,090
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	2,960	1,560
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	34,817	7,108		27,708
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	102,867		73,758		27,708
25	Contributions, gifts, grants paid.......	634,347				634,347
26	Total expenses and disbursements. Add lines 24 and 25	737,214		73,758		662,055
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	476,820
b	Net investment income (if negative, enter -0-)			1,064,169
c	Adjusted net income (if negative, enter -0-)...				0

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2024)

Form 990-PF (2024)

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.........	96,690	127,957	127,957
	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)
	b	Investments—corporate stock (attach schedule).......	4,285,995	List of Attached Documents: // Content 4,190,733	5,318,820
	c	Investments—corporate bonds (attach schedule).......
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	303,208	List of Attached Documents: // Content 844,023	854,345
	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)	4,685,893	5,162,713	6,301,122
	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	4,685,893	5,162,713
	29	Total net assets or fund balances (see instructions).....	4,685,893	5,162,713
	30	Total liabilities and net assets/fund balances (see instructions).	4,685,893	5,162,713

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

4,685,893

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

476,820

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

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

5,162,713

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 .

5,162,713

Form 990-PF (2024)

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	BLACKSTONE PRIVATE CREDIT FND	P	2021-08-30	2024-10-25
c	BLACKSTONE REAL ESTATE INC TRUST, INC - 2618	P	2024-01-01	2024-08-05
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	4,795,385	3,861,217	934,168
b	33,201	33,413	-212
c	252,469	200,000	52,469
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			934,168
b			-212
c			52,469
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	986,425
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	14,792
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	14,792
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	14,792
6	Credits/Payments:

a	2024 estimated tax payments and 2023 overpayment credited to 2024	6a	1,452
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	13,700
d	Backup withholding erroneously withheld ..........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	15,152
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. List of Attached Documents: // Content		8	3
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	357
11	Enter the amount of line 10 to be: Credited to 2025 estimated tax357	Refunded	11

Form 990-PF (2024)

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 2024 or the taxable year beginning in 2024? 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 2024, 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 (2024)

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 2024? .............

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 2024, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2024?....................

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 2024 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 2024.) .....................

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 2024? ..

Form 990-PF (2024)

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
Bruce James Kilgore	Dir, Co- Pres, Treas 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Dir, Co- Pres, Treas 1.0	0	0	0
Susan Kilgore	Co- Pres, Dir, Sec 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Co- Pres, Dir, Sec 1.0	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










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

Form 990-PF (2024)

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
Morgan Stanley	Investment Mgmt	65,090
201 E PINE ST 11TH FL ORLANDO,FL32801	Investment Mgmt	65,090

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 (2024)

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

5,547,233

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

179,655

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

357,986

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

6,084,874

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

6,084,874

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

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

91,273

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

5,993,601

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

299,680

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

299,680

Tax on investment income for 2024 from Part V, line 5 .......

14,792

Income tax for 2024. (This does not include the tax from Part V.) ...

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

14,792

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

284,888

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

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

284,888

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

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

284,888

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 ..........

662,055

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. .......

662,055

Form 990-PF (2024)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(c) 2023	(d) 2024
1 Distributable amount for 2024 from Part X, line 7				284,888
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only.......			256,223
b Total for prior years:20 , 20, 20
3 Excess distributions carryover, if any, to 2024:
a From 2019......
b From 2020......
c From 2021......
d From 2022......
e From 2023......
f Total of lines 3a through e ........
4Qualifying distributions for 2024 from Part
XI, line 4: $ 662,055
a Applied to 2023, but not more than line 2a			256,223
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 2024 distributable amount.....				284,888
e Remaining amount distributed out of corpus		120,944
5 Excess distributions carryover applied to 2024.
(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		120,944
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 2023. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2024. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2025 ..........				0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......
8 Excess distributions carryover from 2019 not applied on line 5 or line 7 (see instructions) ...
9 Excess distributions carryover to 2025. Subtract lines 7 and 8 from line 6a ......		120,944
10 Analysis of line 9:
a Excess from 2020....
b Excess from 2021....
c Excess from 2022....
d Excess from 2023....
e Excess from 2024....	120,944

Form 990-PF (2024)

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 2024, 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) 2024	(b) 2023	(c) 2022	(d) 2021	(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 (2024)

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
BIRD ALLIANCE OF OREGON INC 5151 NW CORNELL RD PORTLAND,OR97210	N/A	PC	General & Unrestricted	5,000
CLAY STREET TABLE 1314 SW PARK AVE PORTLAND,OR97201	N/A	PC	General & Unrestricted	209,347
COLUMBIA RIVERKEEPER 1125 SE MADISON ST STE 103A PORTLAND,OR97214	N/A	PC	General & Unrestricted	10,000
FRIENDS OF TRYON CREEK PARK 11321 S TERWILLIGER BLVD PORTLAND,OR97219	N/A	PC	General & Unrestricted	5,000
HABITAT FOR HUMANITY PORTLAND METRO EAST PO BOX 11527 PORTLAND,OR97211	N/A	PC	General & Unrestricted	10,000
HEIFER INTERNATIONAL FOUNDATION 1 WORLD AVE LITTLE ROCK,AR72202	N/A	PC	General & Unrestricted	5,000
OCEAN CONSERVANCY INC 1300 19TH ST NW 8TH FLOOR WASHINGTON,DC20036	N/A	PC	General & Unrestricted	10,000
OREGON FOOD BANK INC 7900 NE 33RD DR PORTLAND,OR97211	N/A	PC	Rooted and Rising Campaign	150,000
THE NATURE CONSERVANCY - OREGON CHAPTER 821 SE 14TH AVE PORTLAND,OR97214	N/A	PC	General & Unrestricted	10,000
WILLAMETTE RIVER PRESERVATION TRUST 38825 S PROSPECT DR MOLALLA,OR97038	N/A	PC	General & Unrestricted	200,000
WILLAMETTE RIVERKEEPER 454 WILLAMETTE ST 218 EUGENE,OR97401	N/A	PC	General & Unrestricted	20,000
Total ................................. 3a				634,347

bApproved for future payment

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

Form 990-PF (2024)

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	2,027
4 Dividends and interest from securities ....			14	149,452
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	313,994
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aK-1 Inc/Loss	525990	-789	14	23
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		-789		465,496

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

464,707

(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 (2024)

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 (2024)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990)
(Rev. January 2025)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

Name of the organization

Bruce and Susan Kilgore Family Foundation

Employer identification number

84-3025086

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Right Arrow

Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990) (Rev. 1-2025)

Schedule B (Form 990) (Rev. 1-2025) Page 2

Name of organization Bruce and Susan Kilgore Family Foundation

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	Kilgore Family Trust DTD 32317 1244 Hoodview Lane Oswego Lake, OR97034	$ 749,327	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990) (Rev. 1-2025)

Schedule B (Form 990) (Rev. 1-2025)

Page 3

Name of organization Bruce and Susan Kilgore Family Foundation		Employer identification number 84-3025086

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
1	NIKE INC-CL B NKE, 9505 sh.	$ 749,327	2024-10-29
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990) (Rev. 1-2025)

Schedule B (Form 990) (Rev. 1-2025)

Page 4


Name of organization Bruce and Susan Kilgore Family Foundation			Employer identification number 84-3025086
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c) (7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990) (Rev. 1-2025)

Additional Data

Software ID:
Software Version:

- TIN:

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

TY 2024 DepreciationSchedule

Name:

Bruce and Susan Kilgore Family Foundation

EIN:

84-3025086

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 2024 GeneralExplanationAttachment

Name:

Bruce and Susan Kilgore Family Foundation

EIN:

84-3025086

Identifier	Return Reference	Explanation
FORM 990-PF	FORM 990-PF	One or more partnerships have provided a Schedule K-3 for the tax year in which they have checked one or more of the boxes in Part I but not provided sufficient back-up information to allow the Foundation to verify why such boxes were checked or the extent to which the checking of such boxes affects any item on this return. The Foundation has prepared this return to the best of its ability and without any foreign filings for such partnerships based on the information provided to it by these partnerships and on the basis of having received no information to the contrary. Any missing or incomplete information is due to the Foundation's inability to obtain such information and is not a willful attempt to withhold such information.

- TIN:

TY 2024 InvestmentsCorpStockSchedule

Name:

Bruce and Susan Kilgore Family Foundation

EIN:

84-3025086

Name of Stock	End of Year Book Value	End of Year Fair Market Value
UNDEFINED	55,753	55,203
ABBVIE INC	75,878	98,649
ACUSHNET HOLDINGS CORP	2,845	6,170
AERCAP HOLDING N.V	12,353	23,447
AGCO CP	3,557	3,390
AGREE REALTY CORP	4,681	4,941
AIR LEASE CORP	1,178	1,157
AIR PRODS & CHEM INC	23,877	27,505
AIRBNB	4,501	4,423
ALGER FOCUS ENERGY CLASS Z	55,271	60,567
ALIBABA GROUP HOLDING LTD	9,565	11,374
ALLIANT CORP	3,193	3,582
ALPHABET INC CL A	15,998	37,536
AMANA GROWTH FUND CLASS INSTL	48,822	51,170
AMAZON COM	30,265	48,046
AMDOCS LIMITED	19,808	22,157
AMER INTERNATIONAL GROUP INC	34,709	40,914
AMERICA MOVIL SA	9,009	7,713
AMETEK INC	1,768	1,890
AMKOR TECHNOLOGY, INC	3,697	3,083
AMPHENOL CORPORATION	2,203	2,514
ANSYS INC	1,057	1,398
ARCH CAPITAL GROUP LTD	2,866	5,154
ARES MANAGEMENT CORPORATION	36,360	62,962
ASHTEAD GROUP PLC	6,762	13,854
ASSURED GUARANTY LTD	1,432	4,038
AUTODESK, INC	1,915	2,767
AUTOMATIC DATA PROCESSING INC	21,832	34,542
AVERY DENNISON CORP	3,058	3,983
AXA ADS	13,365	18,181
BAE SYSTEMS PLC	10,265	13,348
BAIDU.COM - ADR	7,108	7,006
BANCO SANTANDER CEN	15,700	19,110
BARCLAYS PLC ADR	14,057	21,291
BASF AG SPONS ADR	967	905
BERKLEY W R CP	1,318	1,434
BERKSHIRE HATHAWAY INC. CLASS	57,046	60,740
BNP PARIBAS SPONS ADR	17,160	18,024
BOSTON PPTYS INC	2,194	2,631
BP PLC SPONSORED ADR	5,364	5,498
BRAMBLES LTD UNSP AD	10,771	12,896
BRITISH AMERICAN TOBACCO PLC	12,033	12,785
BROADCOM INC	85,418	213,061
BROOKFIELD ASSET MANAGEMENT LT	2,784	4,423
BROOKFIELD CORP ORD SHS CL A	21,722	37,285
BROOKFIELD INFRASTRUCTURE CORP	6,412	6,762
BROOKFIELD RENEWABLE CORPORATI	1,534	1,881
BROWN & BROWN INC	4,711	8,620
BRUNSWICK CORP	2,995	3,816
CADENCE DESIGN SYSTEMS INC	12,659	12,682
CAMDEN PPTY TR	3,341	3,040
CAP GEMINI SA UNSP/ADR	11,022	9,803
CARMAX INC	4,804	4,750
CATERPILLAR INC	32,857	44,257
CBRE GROUP	4,061	7,595
CCC INTELLIGENT SOLUTIONS HOLD	2,538	2,592
CHARLES SCHWAB CORP	10,522	10,731
CHEVRON CORP	87,943	91,684
CHUBB LIMITED	15,200	18,089
CISCO SYSTEMS INC	8,292	10,123
CME GROUP, INC	19,660	21,459
COLUMBIA FDS SRS TR I DIVIDEND	38,290	40,186
COMFORT SYSTEMS USA INC	365	3,451
COMPAGNIE DE SAINT G	18,664	25,159
CONCENTRA GROUP HOLDINGS	1,212	2,097
CONMED CORPORATION	2,944	2,113
COPART INC	12,180	22,153
CORNING INC	17,069	22,891
COSTAR GROUP, INC	14,691	16,824
COUSINS PROPERTIES INC	2,075	3,095
CRANE CO	1,397	2,954
CRH PLC - AMERICAN DEPOSITARY	12,578	26,738
CULLEN FROST BANKERS INC	4,330	5,862
DAIWA HOUSE IND LTD	12,801	13,938
DANAHER CORP	15,737	17,189
DBS GROUP HLDGS SPON ADR	9,715	18,328
DELL TECHNOLOGIES INC CLASS C	15,654	22,472
DEUTSCHE TELE AG ADS	15,313	15,701
DIAMONDBACK ENERGY INC	562	683
DOMINOS PIZZA INC	4,091	4,722
DONALDSON CO. INC	1,792	2,386
EAST WEST BANCORP, INC	3,966	7,299
EASTGROUP PROPERTIES INC	2,540	2,950
EATON CORP PLC	51,139	70,025
ELI LILLY & CO	13,194	67,911
ENERGIZER HOLDINGS INC	1,081	1,317
ENTEGRIS INC	799	713
EQUITABLE HOLDINGS INC	4,523	5,330
ESC GCI LIBERTY INC SR (ESCROW
ESSENTIAL PROPERTIES REALTY TR	3,102	3,910
EXXON MOBIL CORP	13,641	12,908
F&G ANNUITIES & LIFE INC	250	382
FAIR ISSAC & CO INC	4,613	7,327
FASTENAL COMPANY	9,204	12,153
FEDERAL AGRICULTURAL MORTGAGE	1,883	4,530
FIDELITY NATIONAL FINANCIAL IN	2,925	4,440
FIFTH THIRD BANCORP	38,084	35,811
FINANCIAL SELECT SECTOR SPDR F	29,160	34,075
FIRST TRUST RISING DIV ACHEIVE	39,355	41,839
FLOOR AND DECOR HOLDINGS	698	687
FOUR CORNERS PROPERTY TRUST IN	2,539	2,556
FUJITSU LTD ADR OTC	15,349	17,964
GALLAGHER ARTHUR J & CO	5,920	5,934
GARTNER INC	8,281	11,332
GEN DYNAMICS CP	8,173	7,385
GOLDMAN SACHS GROUP	32,368	41,801
GRACO INC	1,050	1,063
HAMILTON LANE INC	1,652	3,587
HDFC BANK LTD ADR	11,063	12,006
HEICO CP CL A	13,004	18,345
HEIDELBERG MATERIALS AG ADR	11,541	13,095
HF SINCLAIR CORPORATION	1,562	1,437
HILTON WORLDWIDE HOLDINGS, INC	11,951	27,188
HITACHI LTD	7,307	14,161
HOME DEPOT INC	53,789	75,291
HUBBELL INCORPORATED	47,146	49,311
HUNTINGTON INGALLS INDUSTRIES	1,216	1,353
HUNTSMAN CORP	109	72
HYATT HOTELS CORP	4,743	5,682
IDACORP INC HLDG CO	2,800	2,895
IDEXX CORP	1,856	2,013
ILLINOIS TOOL WORKS	50,804	54,878
ING GROUP N V SPONSORED ADR	12,844	19,274
INGREDION INC	3,572	5,956
INTERPUBLIC GROUP OF COS	1,925	1,620
INTUIT	8,804	18,927
IRON MOUNTAIN	32,806	55,498
ISHARES HIGH DIVIDEND EQUITY F	82,373	81,148
ISHARES S&P 500 GROWTH INDEX F	4,967	4,902
ISHARES TRUST - ISHARES MSCI A	99,318	96,935
ISHARES TRUST RUSSELL 1000 GRO	8,884	8,522
ISHARES TRUST RUSSELL 2000 VAL	5,248	5,074
ITAU UNIBANCO HOLDING S.A	12,548	12,643
ITOCHU CORP ADR OTC	14,224	22,767
IVY LARGE CAP GROWTH FUND CLAS	46,601	53,810
JD.COM, INC	10,531	12,828
JEFFERIES GROUP INC	3,412	6,970
JOHNSON & JOHNSON	26,260	24,730
JP MORGAN CHASE	54,574	77,187
JPMORGAN LARGE CAP GROWTH FUND	60,167	71,249
KEURIG DR PEPPER INC	7,562	7,195
KINDER MORGAN INC	10,445	16,214
KINSALE CAPITAL GROUP INC	637	1,129
KKR & CO INC	8,655	26,624
KOMATSU LTD	15,987	17,957
KONINKLIJKE AHOLD DELHAIZE NV	13,215	15,459
KOOKMIN BANK	13,064	16,674
LCI INDUSTRIES	4,189	3,873
LEIDOS HOLDINGS INC	2,711	4,107
LENNAR CORP	2,421	4,364
LIBERTY MEDIA CORPORATION - SE	902	1,237
LIBERTY MEDIA CORPORATION - SE	2,103	4,213
LINCOLN ELECTRIC HOLDING INC	1,784	3,558
LINDE PLC COM	3,770	7,077
LITTELFUSE, INC	2,744	3,369
LIVE NATION INC COM	3,380	6,343
LOCKHEED MARTIN CORP	54,605	62,339
LORD ABBETT SHORT DUR HIGH YLD	55,804	56,292
LYONDELLBASELL INDUSTRIES NV	3,523	2,822
MAGNOLIA OIL + GAS CORPORATION	1,767	1,999
MANULIFE FIN CORP	12,385	12,468
MARKEL CORP	4,566	6,587
MARRIOTT INTERNATIONAL INC. CL	30,564	44,909
MARSH AND MCLENNAN COMPANIES I	56,991	78,804
MARTIN MARIETTA MATLS INC	4,312	6,011
MARUBENI CORP ADR CNV INTO 10	19,912	18,489
MASTERCARD INC	15,591	23,280
MCDONALD'S CORP	35,625	43,406
MERCK & CO INC	38,942	47,892
MICROCHIP TECHNOLOGY INC	2,710	2,964
MICROSOFT CORP	60,652	99,896
MITSUBISHI UFJ FINANCIAL GROUP	9,698	21,424
MKS INSTRUMENTS, INC	4,168	5,331
MONDELEZ INTERNATIONAL INC	41,715	41,336
MOODYS CORP	4,013	7,059
MSA SAFETY INCORPORATED	2,773	3,719
MSCI INC	9,105	11,473
MUELLER IND INC	24,312	23,570
NASPERS LTD N SPONS ADR	10,982	14,646
NATWEST GROUP ADR REPRESENTING	13,239	18,448
NETEASE.COM INC COM STK	15,113	14,898
NETFLIX INC	7,209	23,002
NEXTERA ENERGY, INC	39,501	42,110
NISOURCE INC	3,059	4,338
NORDSON CP	2,876	3,181
NOVARTIS AG ADR	9,146	8,513
NRG ENERGY	1,420	1,651
NUVEEN STRAT MUNI OPPORT I	54,495	55,793
NVENT ELECTRIC PLC	1,354	4,052
NVIDIA CORP	1,529	9,131
NXP SEMICONDUCTORS	16,186	15,354
O'REILLY AUTOMOTIVE INC	12,477	22,810
OMFYX	55,855	55,742
ONEOK INC	48,592	52,810
ORIX CORP ADS	13,076	16,058
OWENS CORNING	2,373	2,127
PACKAGING CORP AMER	3,131	5,927
PARNASSUS FD EQUITY INCOME FUN	135,713	142,115
PAYCHEX	16,201	23,950
PEPSICO INC	40,830	40,904
PERIMETER SOLUTIONS ORD SHS	611	1,137
PERMIAN RESOURCES CORP CLASS A	2,587	2,660
PHILLIPS 66	18,258	18,685
PINDUODUO INC	12,914	10,669
PNC FINANCIAL GROUP INC	36,622	44,274
PPL CORPORATION	20,850	22,754
PROCORE TECHNOLOGIES INC	1,464	1,355
PROCTER GAMBLE CO	72,256	84,328
PROGRESSIVE CORP OHIO	9,953	20,941
PROLOGIS	14,878	13,994
PRYSMIAN SPA MILANO	11,945	14,408
QUALCOMM INC	14,271	16,860
QUEST DIAGNOSTICS	3,429	3,784
RAYMOND JAMES FINANCIAL INC	2,444	4,738
RAYTHEON TECHNOLOGIES CORP	44,455	46,142
REGENCY CENTERS CORP	1,452	1,795
RELIANCE STL & ALMN	2,366	2,139
REPSOL YPF S A ADR	15,391	14,908
RIO TINTO PLC SPONSORED ADR	14,640	14,210
ROPER INDUSTRIES	14,040	16,938
ROSS STORES, INC	1,240	1,544
RPM INTERNATIONAL INC	3,067	4,119
RYAN SPECIALTY GROUP HOLDINGS	718	692
RYDER SYSTEM	24,481	40,940
SANOFI-AVENTIS SPONSORED ADR	10,669	10,225
SBA COMMUNICATIONS CORP	805	706
SELECT MEDICAL	1,957	2,375
SEMPRA ENERGY COM	25,379	34,035
SERVISFIRST BANCSHARES INC	2,728	4,758
SHELL ADR EACH REPRESENTING 2	11,591	17,854
SHERWIN-WILLIAMS CO	29,351	38,467
SHIONOGI & CO LTD	7,380	7,141
SNAP ON INC	2,425	5,092
SONY GROUP CORP	9,215	10,411
STANDARD BANK GROUP SPON ADR	11,702	12,858
STERIS PLC	3,996	4,253
STRYKER CORPORATION	38,135	35,285
SUN LIFE FINANCIAL INC	14,209	17,861
TAIWAN SEMICONDUCTOR MFG CO LT	9,079	19,329
TARGA RESOURCES CORP	1,165	5,297
TECHTRONIC INDS SPD ADR	8,047	7,545
TERRENO RLTY CORPCOM	2,774	2,384
TEXAS INSTRUMENTS INC	28,155	34,382
THALES S.A.	11,105	10,792
THERMO FISHER SCIENTIFIC INC	2,056	1,745
TIMKEN CO COM	2,941	3,098
TOKYO ELECTRON LTD	4,478	7,624
TOTALENERGIES SE	11,958	14,186
TRANSDIGM GRP INC	17,443	35,351
TRAVELERS COMPANIES INC	36,098	45,769
TYLER TECHNOLOGIES, INC	3,571	4,660
UNITED PARCEL SERVICE	2,283	2,126
VAIL RESORTS INC	2,069	2,163
VANGUARD S&P 500 ETF	40,959	48,169
VEEVA SYSTEMS INC	3,809	4,163
VEOLIA ENVIRONN ADS	8,481	9,371
VERALTO CORPORATION	649	639
VERISIGN INC	666	737
VERISK ANALYTICS, INC	1,172	1,809
VIPSHOP HOLDINGS LTD	11,032	11,961
VISA INC	15,536	22,293
VULCAN MATERIALS CO	9,791	14,124
WASTE CONNECTIONS	2,361	2,255
WATERS CORP	1,404	1,863
WD-40 COMPANY	600	750
WEC ENERGY GROUP, INC	14,909	15,379
WILLIAMS COS	36,797	55,202
WILLIAMS SONOMA INC	2,519	7,803
WINTRUST FINANCIAL CORPORATION	4,635	5,870
WISDOMTREE JAPAN HEDGED EQUITY	53,030	67,991
WIX COM LTD	459	1,373
ZOETIS INC	10,950	9,790
ZTO EXPRESS CAYMAN INC	17,285	13,900

- TIN:

TY 2024 InvestmentsOtherSchedule2

Name:

Bruce and Susan Kilgore Family Foundation

EIN:

84-3025086

Category/ Item	Book Value	End of Year Fair Market Value
APOLLO X OFFSHORE FEEDER LP	78,355	83,475
ENERGY TRANSFER LP	40,668	46,213
NB CROSSROADS PMF VII - 2618	25,000	29,639
STEPSTONE PRIVATE MARKETS (SPR	350,000	345,018
TPG TWIN BROOK CAPITAL INCOME	350,000	350,000

- TIN:

TY 2024 OtherExpensesSchedule

Name:

Bruce and Susan Kilgore Family Foundation

EIN:

84-3025086

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
Administrative Fees	27,572		27,572
Bank Charges	7,072	7,072
K-1 Exp ENERGY TRANSFER LP	37	36
Postage/Delivery Service	111		111
State or Local Filing Fees	25		25

- TIN:

TY 2024 OtherIncomeSchedule2

Name:

Bruce and Susan Kilgore Family Foundation

EIN:

84-3025086

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
K-1 Inc/Loss ENERGY TRANSFER LP	-766	23

- TIN:

TY 2024 OtherProfessionalFeesSchedule

Name:

Bruce and Susan Kilgore Family Foundation

EIN:

84-3025086

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment Management Services	65,090	65,090

- TIN:

TY 2024 TaxesSchedule

Name:

Bruce and Susan Kilgore Family Foundation

EIN:

84-3025086

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
990-PF Estimated Tax for 2024	1,400
Foreign Tax Paid	1,560	1,560