Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation
Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0052
2010
For calendar year 2010, or tax year beginning 01-01-2010 , and ending 12-31-2010
G
Check all that apply:
Name of foundation
ROBERT GAY CULL FAMILY FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)2023 LYNDWAY ROAD   Room/suite
City or town, state, and ZIP code
LYNDHURST, OH44121
A Employer identification number

34-1847504
B Telephone number (see page 10 of the instructions)

C bullet
D 1. bullet
H Check type of organization:
2. bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$2,276,030J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 63,866 63,866  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 77,370
b Gross sales price for all assets on line 6a 398,673
7 Capital gain net income (from Part IV, line 2)... 73,026
8 Net short-term capital gain......... 4,344
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)....... Click to see attachment -6,573 -6,573  
12 Total. Add lines 1 through 11........ 134,663 130,319 4,344
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 241 241    
b Accounting fees (attach schedule)....... Click to see attachment 775 775    
c Other professional fees (attach schedule).... Click to see attachment 15,046 15,046    
17 Interest............... 77 77    
18 Taxes (attach schedule) (see page 14 of the instructions) Click to see attachment 2,044 2,044    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule).......        
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 18,183 18,183   0
25 Contributions, gifts, grants paid........ 110,000 110,000
26 Total expenses and disbursements. Add lines 24 and 25 128,183 18,183   110,000
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 6,480
b Net investment income (if negative, enter -0-) 112,136
c Adjusted net income (if negative, enter -0-)... 4,344
For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.
Cat. No. 11289X Form 990-PF (2010)
Form 990-PF (2010)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............... 184,493 52,425 52,425
2 Savings and temporary cash investments..........      
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see page 15 of the
instructions)....................      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 1,219,899 Click to see attachment1,309,420 1,719,601
c Investments—corporate bonds (attach schedule)........ 416,137 Click to see attachment465,164 504,004
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 1,820,529 1,827,009 2,276,030
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 1,820,529 1,827,009
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 1,820,529 1,827,009
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 1,820,529 1,827,009
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 1,820,529
2 Enter amount from Part I, line 27a...................... 2 6,480
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 1,827,009
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.. 6 1,827,009
Form 990-PF (2010)
Form 990-PF (2010)
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 JABIL CIRCUIT P 2009-02-18 2010-02-05
b BP AMOCO PLC P 2010-02-05 2010-06-02
c PROGRESSIVE INSURANCE P 2003-12-26 2010-02-05
d SL GREEN REALTY P 2004-03-09 2010-02-05
e WEINGARTEN REALTY P 2004-03-09 2010-02-05
BEMIS P 2009-05-15 2010-11-09
GENERAL ELECTRIC P 2005-09-27 2010-11-09
HOME DEPOT P 2009-01-22 2010-11-09
NOKIA P 2009-05-15 2010-11-09
PROCTOR GAMBLE P 2009-01-23 2010-11-09
PROGRESSIVE INSURANCE P 2003-12-26 2010-11-09
UNITED TECH CORP P 2009-02-18 2010-11-09
HUNTINGTON MID CORP P 2009-05-15 2010-12-08
HUNTINGTON INTL P 2009-05-15 2010-12-08
HUNTINGTON SITUS P 2009-05-15 2010-12-08
HUNTINGTON REAL STRATEGIES P 2009-05-15 2010-12-08
CAPITAL GAIN DISTRIBUTIONS P 2008-12-31 2010-12-31
KINDER MORGAN ENERGY P 2007-02-02 2010-02-05
KINDER MORGAN ENERGY P 2007-02-02 2010-02-05
KINDER MORGAN ENERGY P 2007-02-02 2010-02-05
KINDER MORGAN ENERGY P 2007-02-02 2010-02-05
KINDER MORGAN ENERGY P 2007-02-13 2010-02-05
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 16,920   6,957 9,963
b 12,840   18,459 -5,619
c 10,257   51 10,206
d 22,348   22,885 -537
e 27,990   76,275 -48,285
21,906   16,702 5,204
16,624   33,800 -17,176
22,642   15,911 6,731
11,764   15,895 -4,131
17,807   15,358 2,449
10,790   40 10,750
26,740   15,886 10,854
44,971   29,458 15,513
20,018   15,332 4,686
19,959   12,536 7,423
9,935   6,908 3,027
3,183     3,183
5,856   1,649 4,207
5,856   1,625 4,231
23,424   6,672 16,752
23,424   6,672 16,752
23,419   6,576 16,843
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       9,963
b       -5,619
c       10,206
d       -537
e       -48,285
      5,204
      -17,176
      6,731
      -4,131
      2,449
      10,750
      10,854
      15,513
      4,686
      7,423
      3,027
      3,183
      4,207
      4,231
      16,752
      16,752
      16,843
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 73,026
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 pages 13 and 17 of the instructions).
If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . 		Bracket 3 4,344
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2009 90,000 1,820,711 0.049431
2008 76,520 1,536,069 0.049815
2007 50,242 855,727 0.058713
2006 42,200 834,855 0.050548
2005 39,869 739,691 0.0539
2 Total of line 1, column (d) ...................... 2 0.262407
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.052481
4 Enter the net value of noncharitable-use assets for 2010 from Part X, line 5..... 4 2,168,139
5 Multiply line 4 by line 3....................... 5 113,786
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 1,121
7 Add lines 5 and 6......................... 7 114,907
8 Enter qualifying distributions from Part XII, line 4.............. 8 110,000
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions on page 18.
Form 990-PF (2010)
Form 990-PF (2010)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A” on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 2,243
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2............................ 3 2,243
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 2,243
6 Credits/Payments:
a 2010 estimated tax payments and 2009 overpayment credited to 2010 6a 944
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 944
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 1,299
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2011 estimated taxBullet   Refunded Bullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?.............................
1b
 
No
If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see page 19 of the
    instructions)bulletOH
    b
    If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2010 or the taxable year beginning in 2010 (see instructions for Part XIV on
    page 27)? If “Yes,” complete Part XIV...........................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......
    11
     
    No
    12
    Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbullet  
    14
    The books are in care ofbulletGAY C CULL ADDICOTT Telephone no.bullet (216) 382-8090
    Located atbullet2023 LYNDWAY ROADCLEVELANDOH ZIP+4bullet44121
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16
    At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority over
    a bank, securities, or other financial account in a foreign country? .................
    16
     
    No
    See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check “No”
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2010?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2010, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2010?...............
    If “Yes,” list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........
    2b
     
    No
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business
    enterprise at any time during the year?.....................
    b
    If “Yes,” did it have excess business holdings in 2010 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 2010.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2010?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?
    5b
     
     
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay
    premiums on a personal benefit contract?....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the 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
    GAY C CULL ADDICOTT PRESIDENT
    1     		0 0 0
    2023 LYNDWAY ROAD
    CLEVELAND,OH44121
    STEPHEN P BAN V PRESIDENT
    1     		0 0 0
    715 WINDSOR ROAD
    GLENVIEW,IL60025
    PETER A KUHN V PRESIDENT
    1     		0 0 0
    1132 FOREST ROAD
    LAKEWOOD,OH44107
    JAMES A SCHOFF TRUSTEE
    1     		0 0 0
    3300 ENTERPRISE PARKWAY
    BEACHWOOD,OH44122
    ELIZABETH BAN TRUSTEE
    1     		0 0 0
    2023 LYNDWAY ROAD
    LYNDHURST,OH44121
    CHARLES F ADLER SECRETARY
    1     		0 0 0
    1111 SUPERIOR AVENUE
    CLEVELAND,OH44114
    2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions).
    If none, enter “NONE.”
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet  
    3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet  
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see page 23 of the 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 page 24 of the instructions.
    3  
    Total. Add lines 1 through 3...........................bullet  
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see page 24 of the instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    2,007,154
    b
    Average of monthly cash balances.......................
    1b
    194,002
    c
    Fair market value of all other assets (see page 24 of the instructions)............
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    2,201,156
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) ..............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d..........................
    3
    2,201,156
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) ............................
    4
    33,017
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    2,168,139
    6
    Minimum investment return. Enter 5% of line 5...................
    6
    108,407
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    108,407
    2a
    Tax on investment income for 2010 from Part VI, line 5......
    2a
    2,243
    b
    Income tax for 2010. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    2,243
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    106,164
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4.............................
    5
    106,164
    6
    Deduction from distributable amount (see page 25 of the instructions)...........
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1.................................
    7
    106,164
    Part XII
    Qualifying Distributions (see page 25 of the instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    110,000
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes................................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    110,000
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see page 26 of the instructions)............
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4...............
    6
    110,000
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 8
    Part XIII
    Undistributed Income (see page 26 of the instructions)
    (a)
    Corpus     		(b)
    Years prior to 2009     		(c)
    2009     		(d)
    2010
    1 Distributable amount for 2010 from Part XI, line 7 106,164
    2 Undistributed income, if any, as of the end of 2010:
    a Enter amount for 2009 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2010:
    a From 2005.......  
    b From 2006....... 1,274
    c From 2007....... 8,690
    d From 2008....... 629
    e From 2009.......  
    fTotal of lines 3a through e......... 10,593
    4Qualifying distributions for 2010 from Part
    XII, line 4: bullet$ 110,000
    a Applied to 2009, but not more than line 2a  
    b Applied to undistributed income of prior years
    (Election required—see page 26 of the instructions)    		  
    c Treated as distributions out of corpus (Election
    required—see page 26 of the instructions)...     		 
    d Applied to 2010 distributable amount..... 106,164
    e Remaining amount distributed out of corpus 3,836
    5 Excess distributions carryover applied to 2010.    
    (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 14,429
    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 page 27 of the instructions ...     		 
    e Undistributed income for 2009. Subtract line
    4a from line 2a. Taxable amount—see page 27
    of the instructions ...........     		 
    f Undistributed income for 2010. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2011 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see page 27
    of the instructions) ...........     		 
    8Excess distributions carryover from 2005 not
    applied on line 5 or line 7 (see page 27 of the
    instructions) .............     		 
    9Excess distributions carryover to 2011.
    Subtract lines 7 and 8 from line 6a ......     		14,429
    10 Analysis of line 9:
    a Excess from 2006.... 1,274
    b Excess from 2007.... 8,690
    c Excess from 2008.... 629
    d Excess from 2009....  
    e Excess from 2010.... 3,836
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 9
    Part XIV
    Private Operating Foundations (see page 27 of the instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2010, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2010 (b) 2009 (c) 2008 (d) 2007
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ....     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets” alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment” alternative test— enter 2⁄3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support” alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see page 27 of the instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    GAY C CULL
    2023 LYNDWAY ROAD
    CLEVELAND,OH44121
    (216) 382-8090
    bThe form in which applications should be submitted and information and materials they should include:
    NONE
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NO RESTRICTIONS OR LIMITAIONS
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    MUSICAL ARTS ASSOCIATION
    11001 EUCLID AVENUE
    CLEVELAND,OH44106     		NONE PUBLIC ARTS 20,000
    CLEVELAND MUSEUM OF ART
    11150 EAST BLVD
    CLEVELAND,OH44106     		NONE PUBLIC ARTS 5,000
    CLEVELAND MUSEUM HISTORY
    1 WADE OVAL
    CLEVELAND,OH44106     		NONE PUBLIC ARTS 5,000
    CLEVELAND PLAYHOUSE
    8500 EUCLID AVENUE
    CLEVELAND,OH44106     		NONE PUBLIC ARTS 2,500
    NEAR WEST THEATRE
    6514 DETROIT AVENUE
    CLEVELAND,OH44102     		NONE PUBLIC ARTS 2,500
    WESTERN RESERVE HISTORICAL
    10825 EAST BLVD
    CLEVELAND,OH44106     		NONE PUBLIC ARTS 1,000
    INTL PIANO COMPETITION
    1988 FORD DRIVE
    CLEVELAND,OH44106     		NONE PUBLIC ARTS 1,000
    CITY MUSIC OF CLEVELAND
    PO BOX 1930
    CLEVELAND,OH44106     		NONE PUBLIC ARTS 1,000
    CLEVELAND ARTS PRIZE
    PO BOX 21126
    CLEVELAND,OH44121     		NONE PUBLIC ARTS 500
    ACCESS TO THE ARTS
    1220 FAIRHILL ROAD
    CLEVELAND,OH44120     		NONE PUBLIC ARTS 500
    THE HOLDEN ARBORETUM
    9500 SPERRY ROAD
    WILLOUGHBY,OH44094     		NONE PUBLIC CONSERVATION 10,000
    CLEVELAND RESORTATION SOCIETY
    3751 PROSPECT
    CLEVELAND,OH44115     		NONE PUBLIC RESTORATION 5,000
    WESTERN RESERVE LAND
    PO BOX 314
    NOVELTY,OH44072     		NONE PUBLIC CONSERVATION 5,000
    TRUST FOR PUBLIC LAND
    1422 EUCLID AVENUE
    CLEVELAND,OH44115     		NONE PUBLIC CONSERVATION 1,000
    CENTER FOR PLANT CONSERVATION
    PO BOX 299
    SAINT LOUIS,MO63166     		NONE PUBLIC CONSERVATION 500
    WILLIAM G MATHER MUSEUM
    601 ERIESIDE AVENUE
    CLEVELAND,OH44114     		NONE PUBLIC RESTORATION 500
    NATL TRUST HISTORIC PRESERV
    1785 MASSACHUSETTS AVE
    WASHINGTON,DC20036     		NONE PUBLIC RESTORATION 500
    HIRAM COLLEGE
    PO BOX 67
    HIRAM,OH44234     		NONE PUBLIC EDUCATION 15,000
    CLEVELAND INSTITUTE MUSIC
    11021 EAST BLVD
    CLEVELAND,OH44106     		NONE PUBLIC ARTS 10,000
    CASE WESTERN RESERVE
    10900 EUCLID AVENUE
    CLEVELAND,OH44106     		NONE PUBLIC EDUCATION 3,000
    METROHEALTH FOUNDATION
    2500 METROHEALTH DRIVE
    CLEVELAND,OH44109     		NONE PUBLIC HEALTH 3,000
    CASE WESTERN SCHOOL MEDICINE
    10900 EUCLID AVENUE
    CLEVELAND,OH44106     		NONE PUBLIC EDUCATION 2,000
    SUMMER LEARNING ASSOCIATION
    800 WYMAN PARK DRIVE
    BALTIMORE,MD21211     		NONE PUBLIC EDUCATION 1,500
    CLEVELAND SCHLORSHIP PROGRAMS
    200 PUBLIC SQUARE
    CLEVELAND,OH44114     		NONE PUBLIC EDUCATION 1,000
    GREATER CLEVELAND HABITAT
    2110 WEST 110TH STREET
    AVON LAKE,OH44012     		NONE PUBLIC SOCIAL SERVICES 2,500
    CLEVELAND FOOD BANK
    15500 SOUTH WATERLOO
    CLEVELAND,OH44110     		NONE PUBLIC SOCIAL SERVICES 3,500
    AMERICAN RED CROSS CLEVELAND
    3747 EUCLID AVENUE
    CLEVELAND,OH44115     		NONE PUBLIC SOCIAL SERVICES 2,500
    HOPEWELL INN INC
    PO BOX 193
    MESOPOTAMIA,OH44439     		NONE PUBLIC RESTORATION 1,000
    GOODWILL INDUSTRIES
    2295 EAST 55TH STREET
    CLEVELAND,OH44103     		NONE PUBLIC SOCIAL SERVICES 1,000
    ALZHEIMERS ASSOCIATION
    23215 COMMERCE PLACE
    BEACHWOOD,OH44122     		NONE PUBLIC HEALTH 1,000
    E PREP
    1417 EAST 36TH STREET
    CLEVELAND,OH44114     		NONE PUBLIC EDUCATION 1,000
    NIA PROGRAM
    4019 PROSPECT
    CLEVELAND,OH44103     		NONE PUBLIC EDUCATION 500
    Total .................................bullet 3a 110,000
    bApproved for future payment
    Total ..................................bullet 3b  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See page 28 of
    the instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3Interest on savings and temporary cash investments          
    4 Dividends and interest from securities....     14    
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6Net rental income or (loss) from personal property          
    7 Other investment income.....     18    
    8Gain or (loss) from sales of assets other than inventory          
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..      
    13Total. Add line 12, columns (b), (d), and (e)...................
    13  
    (See worksheet in line 13 instructions on page 28 to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See
    page 28 of the instructions.)
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash....................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements............................
    1b(4)
     
    No
    (5) Loans or loan guarantees..............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If “Yes,” complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    SignHere
    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 or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    Signature of officer or trustee Date Title
    PaidPreparersUseOnly Preparer's SignatureBullet Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2010)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2010 AccountingFeesSchedule
    Name:
    ROBERT GAY CULL FAMILY FOUNDATION
    EIN: 34-1847504
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX SERVICES 775 775 0 0

    TY 2010 InvestmentsCorpBondsSchedule
    Name:
    ROBERT GAY CULL FAMILY FOUNDATION
    EIN: 34-1847504
    Name of Bond End of Year Book Value End of Year Fair Market Value
    PROCTOR GAMBLE 49,655 49,018
    ATT 50,488 56,279
    ABBOTT LABORATORIES 50,222 55,053
    CONOCOPHILLIPS 50,423 54,313
    KIMBERLY CLARK 51,482 55,413
    NUCOR 51,072 56,340
    US TREASURY 111,299 121,542
    VERIZON 50,523 56,046

    TY 2010 InvestmentsCorpStockSchedule
    Name:
    ROBERT GAY CULL FAMILY FOUNDATION
    EIN: 34-1847504
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ASSOCIATED ESTATES 32,110 30,274
    DEVELOPERS DIVERSIFIED 49,224 38,113
    HEALTH CARE PPTY 50,258 47,827
    LIBERTY PROPERTY TRUST 25,120 28,728
    PROGRESSIVE CORP 104 25,831
    GENERAL ELECTRIC    
    KINDER MORGAN ENERGY 7,675 42,156
    PFIZER 34,295 24,829
    GREEN REALTY    
    WACHOVIA CAPITAL TRUST 40,000 39,488
    WEINGARTEN REALTY    
    CENTURYLINK INC 16,312 27,702
    WINDSTREAM 16,104 25,092
    ABBOTT LABORATORIES 25,822 23,955
    BRISTOL MYERS SQUIBB 15,812 18,536
    JOHNSON AND JOHNSON 15,853 17,009
    MERCK AND COMPANY 25,229 37,482
    GENERAL MILLS 15,729 21,354
    HEINZ H J 15,698 21,021
    KIMBERLY CLARK 16,025 18,912
    SARA LEE 15,966 28,016
    GENUINE PARTS 16,063 25,670
    HOME DEPOT    
    V F CORP 15,875 25,854
    ADP 15,685 19,669
    HEWLETT PACKARD 15,884 18,945
    INTEL 15,490 21,030
    IBM 17,031 29,352
    JABIL CIRCUIT 9,249 32,144
    MICROSOFT 16,038 27,910
    NOKIA    
    PITNEY BOWES 21,319 22,971
    3M 16,046 23,733
    UNITED TECHNOLOGIES    
    WASTE MANAGEMENT 15,778 18,435
    BEMIS INC    
    DUKE ENERGY 16,695 19,591
    TECO ENERGY 15,895 30,260
    ACCENTURE 15,402 23,033
    TIME WARNER 18,865 22,519
    MCDONALDS 21,769 21,109
    PEPSICO INC 21,174 21,232
    COCA COLA 18,466 23,020
    PROCTOR GAMBLE    
    HUNTINGTON MID CORP FUND 60,541 98,164
    HUNTINGTON INTERNATIONAL 149,668 214,265
    HUNTINGTON SITUS FUND 32,464 58,696
    HUNTINGTON REAL STRATEGIES 38,092 61,260
    TEXAS INSTRUMENTS 17,085 24,375
    DONNELLEY RR SONS 24,008 22,711
    UNITED PARCEL SERVICE 20,805 21,774
    CHEVRON 19,388 25,094
    CONOCOPHILLIPS 18,932 27,240
    HALLIBURTON 18,362 26,540
    ROYAL DUTCH SHELL 20,013 20,034
    DU PONT E I DE NEMOURS 21,731 22,446
    EASTMAN CHEMICAL 14,262 21,020
    HUNTINGTON GLOBAL SELECT MKTS 44,446 45,316
    ISHARES SP US PREFERRED 43,676 42,680
    POWERSHARES PREFERRED 45,887 45,184

    TY 2010 LegalFeesSchedule
    Name:
    ROBERT GAY CULL FAMILY FOUNDATION
    EIN: 34-1847504
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 241 241 0 0


    TY 2010 OtherIncomeSchedule2
    Name:
    ROBERT GAY CULL FAMILY FOUNDATION
    EIN: 34-1847504
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    PARTNERSHIP LOSS -6,578 -6,578 0
    K-1 SECTION 1231 GAIN 5 5 0


    TY 2010 OtherProfessionalFeesSchedule
    Name:
    ROBERT GAY CULL FAMILY FOUNDATION
    EIN: 34-1847504
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEES 15,042 15,042 0 0
    INVESTMENT EXPENSES 4 4 0 0


    TY 2010 TaxesSchedule
    Name:
    ROBERT GAY CULL FAMILY FOUNDATION
    EIN: 34-1847504
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL INCOME TAXES 1,000 1,000 0 0
    STATE FEES 600 600 0 0
    FOREIGN TAXES 444 444 0 0