TY 2013 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. By law, the IRS cannot redact the information on the form.
bullet

Information about Form 990-PF and its instructions is at www.irs.gov/form990pf.

OMB No. 1545-0052

2013

Open to Public Inspection

For calendar year 2013, or tax year beginning 12-01-2013 , and ending 11-30-2014

Name of foundation
WOMENS PROJECT FOUNDATION CO-TA 20
-102300980360

Number and street (or P.O. box number if mail is not delivered to street address)4900 TIEDEMAN RD OH-01-19-0150 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
BROOKLYN, OH441442302

A Employer identification number

13-3417304

B Telephone number (see instructions)

(216) 689-5834

C If exemption application is pending, check here bullet

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

D 1. Foreign organizations, check here ............. bullet

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

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

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

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

$28,711,643J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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

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


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments	1,355		1,355
4	Dividends and interest from securities......	602,828		602,828
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		2,906,781
b	Gross sales price for all assets on line 6a 9,312,778
7	Capital gain net income (from Part IV, line 2)...			2,906,781
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......
12	Total. Add lines 1 through 11........	3,510,964		3,510,964
13	Compensation of officers, directors, trustees, etc.	117,664		88,248	29,416
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		10,000	0	0
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		200	0	0
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	127,864		88,248	29,416
25	Contributions, gifts, grants paid........	8,075,158			8,075,158
26	Total expenses and disbursements. Add lines 24 and 25	8,203,022		88,248	8,104,574
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-4,692,058
b	Net investment income (if negative, enter -0-)			3,422,716
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2013)

Form 990-PF (2013)

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
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..........		42,817	1,402,344	1,402,344
	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)........		13,478,697	9,605,562	20,346,141
	c	Investments—corporate bonds (attach schedule)........		1,991,275	2,192,094	2,386,388
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........		5,870,574	3,491,305	4,576,770
	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)		21,383,363	16,691,305	28,711,643
		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 SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........		26,485,641	26,485,641
	28	Paid-in or capital surplus, or land, bldg., and equipment fund		0	0
	29	Retained earnings, accumulated income, endowment, or other funds		-5,102,278	-9,794,336
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		21,383,363	16,691,305
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		21,383,363	16,691,305

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	21,383,363
2	Enter amount from Part I, line 27a.....................	2	-4,692,058
3	Other increases not included in line 2 (itemize)	3	0
4	Add lines 1, 2, and 3..........................	4	16,691,305
5	Decreases not included in line 2 (itemize)	5	0
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	16,691,305

Form 990-PF (2013)

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	45.18SHS GOVT NATL MTG	P	1987-04-01	2013-12-15
b	55.71SHS GOVT NATL MTG	P	1991-09-23	2013-12-15
c	1500SHS AT&T INC	P	2006-05-19	2013-12-16
d	1400SHS AMERICAN WATER WORKS	P	2012-01-04	2013-12-16
e	100SHS APPLE INC	P	2012-02-01	2013-12-16
	1200SHS BECTON DICKINSON & CO	P	2006-10-18	2013-12-16
	600SHS CELGENE COPR	P	2008-05-30	2013-12-16
	1600SHS COCA COLA	P	2011-09-15	2013-12-16
	2400SHS COMCAST CORP	P	2010-12-14	2013-12-16
	1000SHS DANAHER CORP	P	2013-01-18	2013-12-16
	2200SHS WALT DISNEY CO	P	2006-10-18	2013-12-16
	1200SHS EMERSON ELEC	P	1996-03-25	2013-12-16
	1300SHS EMERSON ELEC	P	1986-09-29	2013-12-16
	4000SHS GENERAL ELEC	P	2010-01-28	2013-12-16
	1600SHS GILEAD SCIENCES	P	2013-01-18	2013-12-16
	100SHS GOOGLE INC CL A	P	2008-02-26	2013-12-16
	1000SHS HOME DEPOT	P	2012-09-19	2013-12-16
	600SHS INTERCONTINENTAL EXCH	P	2010-04-29	2013-12-16
	6000SHS ISHARES MSCI EMERGING MKTS	P	2013-01-18	2013-12-16
	1200SHS LINCOLN ELECTRIC	P	2012-11-29	2013-12-16
	27932.9610SHS PIMCO TOTAL RETURN FD	P	2012-01-04	2013-12-16
	200SHS MASTERCARD INC	P	2012-02-23	2013-12-16
	3600SHS PFIZER INC	P	2010-08-20	2013-12-16
	5000SHS PHILLIPS 66	P	2012-11-29	2013-12-16
	100SHS PRICELINE GROUP	P	2012-11-29	2013-12-16
	9940.358SHS PRINCIPAL MIDCAP FD	P	2013-07-25	2013-12-16
	1400SHS PROCTER & GAMBLE	P	2012-07-12	2013-12-16
	1000SHS QUALCOMM INC	P	2011-02-09	2013-12-16
	1000SHS ROYAL DUTCH SHELL	P	1996-04-04	2013-12-16
	1000SHS HENRY SCHEIN	P	2010-04-29	2013-12-16
	2000SHS SIGMA ALDRICH	P	2006-09-20	2013-12-16
	1000SHS STARBUCKS CORP	P	2012-02-01	2013-12-16
	11000SHS SUNTRUST BANKS	P	2013-02-22	2013-12-16
	1600SHS TJX COS INC	P	2010-12-14	2013-12-16
	15290.52SHS TEMPLETON GLOBAL FD	P	2008-03-05	2013-12-16
	1000SHS THERMO FISHER SCIENTIFICI	P	2010-04-29	2013-12-16
	1200SHS 3M CO	P	2008-10-17	2013-12-16
	800SHS UNION PACIFIC	P	2010-08-17	2013-12-16
	1200SHS UNITED TECHNOLOGIES	P	2007-06-08	2013-12-16
	1500SHS VERIZON COMMUNICATIONS	P	2010-01-28	2013-12-16
	1500SHS WELLS FARGO	P	2012-12-07	2013-12-16
	800SHS ACCENTURE PLC	P	2011-06-02	2013-12-16
	45.52SHS GOVT NAT MTG	P	1987-04-01	2013-12-31
	56.13SHS GOVT NATL MTG	P	1991-09-23	2013-12-31
	45.86SHS GOVT NATL MTG	P	1987-04-01	2014-02-15
	56.55SHS GOVT NATL MTG	P	1991-09-23	2014-02-15
	1513.72SHS GOVT NATL MTG	P	1987-04-01	2014-03-17
	7273.435SHS GOVT NATL MTG	P	1991-09-23	2014-03-14
	1467.16SHS GOVT NATL MTG	P	1987-04-01	2014-04-15
	7216.035SHS GOVT NATL MTG	P	1991-09-23	2014-04-15
	350SHS PRICELINE GRP	P	2012-11-29	2014-04-25
	1420.24SHS GOVT NATL MTG	P	1987-04-01	2014-05-15
	7158.21SHS GOVT NATL MTG	P	1991-09-23	2014-05-15
	1372.98SHS GOVT NATL MTG	P	1987-04-01	2014-06-16
	7099.945SHS GOVT NATL MTG	P	1991-09-23	2014-06-16
	1100SHS EMERSON ELEC	P	1986-09-29	2014-06-20
	17808.8670SHS PIMCO TOTAL RETURN	P	2012-01-04	2014-06-20
	400SHS 3M CO	P	2008-10-17	2014-06-20
	1400SHS WALT DISNEY	P	2006-10-18	2014-06-26
	1600SHS INTERNATIONAL BUS MACH	P	2013-01-18	2014-06-26
	1400SHS ISHARES COR S&P MID-CAP	P	2013-02-22	2014-06-26
	3700SHS NEXTERA ENERGY	P	2012-01-04	2014-06-26
	4614.675SHS PRINCIPAL MIDCAP	P	2013-07-25	2014-06-26
	1000SHS UNION PACIFIC	P	2010-08-17	2014-06-26
	800SHS UNITED TECHNOLOGIES	P	2007-06-08	2014-06-26
	1003.03SHS GOVT NATL MTG	P	1987-04-01	2014-07-14
	7041.245SHS GOVT NATL MTG	P	1991-09-23	2014-07-15
	5600SHS AMERICAN WATER WORKS	P	2012-01-04	2014-07-28
	3000SHS EMERSON ELEC	P	1986-09-29	2014-07-28
	4000SHS GENERAL ELEC	P	2010-01-28	2014-07-28
	38806.76SHS PRIN MIDCAP FD	P	2013-07-25	2014-07-28
	2000SHS UNITED TECHNOLOGIES	P	2007-06-08	2014-07-28
	12000SHS XL GROUP	P	2012-12-07	2014-07-28
	964.14SHS GOVT NATL MTG	P	1987-04-01	2014-08-15
	6982.11SHS GOVT NATL MTG	P	1991-09-23	2014-08-15
	924.96SHS GOVT NATL MTG	P	1987-04-01	2014-09-15
	6922.525SHS GOVT NATL MTG	P	1991-09-23	2014-09-15
	885.48SHS GOVT NATL MTG	P	1987-04-01	2014-10-15
	6862.4950SHS GOVT NATL MTG	P	1991-09-23	2014-10-15
	845.71SHS GOVT NATL MTG	P	1987-04-01	2014-11-17
	6802.015SHS GOVT NATL MTG	P	1991-09-23	2014-11-17
	3000SHS HALLIBURTON CO	P	2014-06-20	2014-11-19
	CAPITAL GAINS DIVIDENDS	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	45	45	0
b	56	56	0
c	51,224	37,965	13,259
d	57,466	43,862	13,604
e	55,754	46,520	9,234
	127,395	86,822	40,573
	98,224	36,524	61,700
	62,863	56,268	6,595
	118,244	53,447	64,797
	75,274	59,985	15,289
	155,165	68,320	86,845
	80,377	24,630	55,747
	87,075	8,760	78,315
	107,838	65,272	42,566
	114,364	62,184	52,180
	107,233	45,802	61,431
	79,249	59,751	19,498
	133,241	71,412	61,829
	247,242	267,950	-20,708
	85,594	56,436	29,158
	300,279	303,352	-3,073
	159,333	81,029	78,304
	109,072	57,431	51,641
	364,004	256,625	107,379
	117,222	66,828	50,394
	201,292	187,078	14,214
	114,546	89,194	25,352
	72,789	56,264	16,525
	67,486	36,361	31,125
	112,338	62,287	50,051
	179,779	74,230	105,549
	76,399	48,109	28,290
	388,795	306,858	81,937
	98,621	35,759	62,862
	198,777	184,134	14,643
	102,298	55,926	46,372
	153,128	68,371	84,757
	129,776	60,214	69,562
	130,572	83,129	47,443
	72,374	41,296	31,078
	66,008	49,799	16,209
	59,764	45,568	14,196
	46	46	0
	56	56	0
	46	46	0
	57	57	0
	48	9	39
	57	64	-7
	47	8	39
	57	64	-7
	405,288	233,896	171,392
	47	8	39
	58	64	-6
	47	8	39
	58	65	-7
	75,294	7,412	67,882
	194,295	192,988	1,307
	57,919	22,790	35,129
	118,017	43,476	74,541
	288,765	310,559	-21,794
	198,124	154,267	43,857
	375,192	217,797	157,395
	99,954	86,848	13,106
	99,508	37,634	61,874
	92,512	55,419	37,093
	370	66	304
	59	65	-6
	274,775	175,447	99,328
	200,930	20,215	180,715
	102,178	65,272	36,906
	844,823	730,343	114,480
	217,659	138,548	79,111
	395,989	300,433	95,556
	40	7	33
	59	66	-7
	39	7	32
	60	66	-6
	39	7	32
	60	67	-7
	40	7	33
	60	67	-7
	144,954	209,880	-64,926
	6,577		6,577

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			0
b			0
c			13,259
d			13,604
e			9,234
			40,573
			61,700
			6,595
			64,797
			15,289
			86,845
			55,747
			78,315
			42,566
			52,180
			61,431
			19,498
			61,829
			-20,708
			29,158
			-3,073
			78,304
			51,641
			107,379
			50,394
			14,214
			25,352
			16,525
			31,125
			50,051
			105,549
			28,290
			81,937
			62,862
			14,643
			46,372
			84,757
			69,562
			47,443
			31,078
			16,209
			14,196
			0
			0
			0
			0
			39
			-7
			39
			-7
			171,392
			39
			-6
			39
			-7
			67,882
			1,307
			35,129
			74,541
			-21,794
			43,857
			157,395
			13,106
			61,874
			37,093
			304
			-6
			99,328
			180,715
			36,906
			114,480
			79,111
			95,556
			33
			-7
			32
			-6
			32
			-7
			33
			-7
			-64,926
			6,577

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	2,906,781
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

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? Yes No

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))
2012	7,230,438	31,911,669	0.226577
2011	5,186,271	33,523,507	0.154706
2010	2,424,177	32,738,818	0.074046
2009	5,699,757	27,626,748	0.206313
2008	5,232,197	24,466,598	0.213851

2	Total of line 1, column (d) ......................	2	0.875493
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	0.175099
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	28,345,279
5	Multiply line 4 by line 3.......................	5	4,963,230
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	34,227
7	Add lines 5 and 6.........................	7	4,997,457
8	Enter qualifying distributions from Part XII, line 4..............	8	8,104,574
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.

Form 990-PF (2013)

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	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	34,227
	hereand 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	34,227
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	34,227
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	219,980
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	219,980
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
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	185,753
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax185,753	Refunded	11	0

Part VII-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 page 19 of

the instructions for 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. bullet

$ 0(2) On foundation managers. bullet

$ 0

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

on foundation managers. bullet

$ 0

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

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 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?

If "Yes," complete Part XIV.............................

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 bullet

N/A

The books are in care of bullet

KEYBANK NA Telephone no. bullet

(216) 813-4556

Located at bullet

4900 TIEDEMAN RDBROOKLYNOH ZIP+4 bullet

44144

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

16 At any time during calendar year 2013, 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 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 (2013)

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

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? YesNo

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

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

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

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

(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)?.................YesNo

(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.).........YesNo

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)?...

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

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 2013?.............

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 2013, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2013?...............YesNo

If "Yes," list the years bullet

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?.........................YesNo

If "Yes," did it have excess business holdings in 2013 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 2013.)....................

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 2013?

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))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

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

(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 instructions)........YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

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 here......... bullet

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?............YesNo

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?........................YesNo

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? YesNo

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

Form 990-PF (2013)

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 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
KEY PRIVATE BANK OH-01-10-0934	TRUSTEE 10.00	117,664	0	0
100 PUBLIC SQUARE SUITE 600 CLEVELAND,OH44113	TRUSTEE 10.00	117,664	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









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

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. 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 (2013)

Page 7

Part IX-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 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 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...................

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

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

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

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

Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see

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

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

Minimum investment return. Enter 5% of line 5..................

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

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

1,417,264

Tax on investment income for 2013 from Part VI, line 5......

34,227

Income tax for 2013. (This does not include the tax from Part VI.)...

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

34,227

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

1,383,037

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

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

1,383,037

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

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

line 1................................

1,383,037

Part XII

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 ..........

Program-related investments—total from Part IX-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 V, line 8, and Part XIII, line 4

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

Adjusted qualifying distributions. Subtract line 5 from line 4..............

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 (2013)

Page 8

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2012	(c) 2012	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7					1,383,037
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......				0
b Total for prior years:20, 20, 20			0
3 Excess distributions carryover, if any, to 2013:
a From 2008.......	4,037,957
b From 2009.......	4,521,706
c From 2010.......	800,952
d From 2011.......	3,642,030
e From 2012.......	5,673,251
fTotal of lines 3a through e.........		18,675,896
4Qualifying distributions for 2013 from Part
XII, line 4: $ 8,104,574
a Applied to 2012, but not more than line 2a				0
b Applied to undistributed income of prior years (Election required—see instructions)......			0
c Treated as distributions out of corpus (Election required—see instructions).........		0
d Applied to 2013 distributable amount.....					1,383,037
e Remaining amount distributed out of corpus		6,721,537
5 Excess distributions carryover applied to 2013.		0			0
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		25,397,433
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........			0
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......			0
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........			0
e Undistributed income for 2012. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........					0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............		0
8Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) ...		4,037,957
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......		21,359,476
10 Analysis of line 9:
a Excess from 2009....	4,521,706
b Excess from 2010....	800,952
c Excess from 2011....	3,642,030
d Excess from 2012....	5,673,251
e Excess from 2013....	6,721,537

Form 990-PF (2013)

Page 9

Part XIV

Private Operating Foundations (see 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 2013, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

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) 2013	(b) 2012	(c) 2011	(d) 2010	(e) Total

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 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

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. (see instructions) to individuals or organizations under
other conditions, complete items 2a, b, c, and d.

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

WOMEN'S PROJECT FOUNDATION CO MICHA
OH-01-10-0934 100 PUBLIC SQUARE
SUITE 600
CLEVELAND,OH44113
(216) 689-5834
MICHAEL_A_SIMMONS@KEY.COM

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

NO SPECIFIC FORM

cAny submission deadlines:

NO SPECIFIC DEADLINES

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

THE FOUNDATION IS FORMED EXCLUSIVELY FOR RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY AND EDUCATIONAL PURPOSES, AND PRIMARILY FOR EDUCATIONAL PURPOSES INCLUDING, BUT NOT LIMITED TO, THE WELFARE OF CHILDREN, WOMEN AND FAMILIES, THE EXPANSION OF OPPORTUNITIES FOR WOMEN, AND THE ELIMINATION OF PREJUDICE AND DISCRIMINATION AGAINST WOMEN, BY FUNDING PROJECTS AND ENGAGING IN ACTIVITIES: A.TO ENHANCE THE ROLE OF WOMEN ARTISTS, INCLUDING BUT NOT LIMITED TO, WRITERS, PAINTERS, SCULPTORS, FILMMAKERS, PHOTOGRAPHERS AND DANCERS. B.TO ENCOURAGE THE USE OF ART AS A TOOL TO EDUCATE THE PUBLIC REGARDING SOCIAL PROBLEMS AND ACCOMPLISHMENTS. C.TO PROMOTE EQUAL RIGHTS AND OPPORTUNITIES FOR WOMEN. D.TO STUDY AND TO DEAL WITH THE PROBLEMS OF VIOLENCE IN THE FAMILY,CHILD ABUSE AND ADULT SURVIVORS OF CHILD ABUSE. E. EDUCATE THE PUBLIC ABOUT ISSUES AFFECTING SOCIAL WELFARE OF ALL PEOPLE.

Form 990-PF (2013)

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
MOTHERS AGAINST DRUNK DRIVING 15666 SNOW ROAD 201 CLEVELAND,OH44142		PC	GENERAL OPERATING EXPENSES	10,000
MS FOUNDATION FOR WOMEN INC 12 METROTECH CENTER 26 FLOOR BROOKLYN,NY11201		PC	SAFETY FUND	200,000
PLANNED PARENTHOOD OF NORTHEAST OHIO 25350 ROCKSIDE ROAD BEDFORD HEIGHTS,OH44146		PC	PATIENT ASSISTANCE PROGRAM	100,000
PRETERM CLEVELAND INC 12000 SHAKER BOULEVARD CLEVELAND,OH44120		PC	GENERAL FUND AND FINANCIAL SUPPORT	80,000
THE GOATIE FOUNDATION 4900 TIEDEMAN ROAD BROOKLYN,OH44144		PF	FUTURE GIVING	7,685,158
Total ................................. 3a				8,075,158

bApproved for future payment

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

Form 990-PF (2013)

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 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	1,355
4 Dividends and interest from securities....			14	602,828
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	2,906,781
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..		0		3,510,964	0

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

133,510,964

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

Part XVI-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 XVI-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 (2013)

Page 12

Part XVII

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) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political

Yes

organizations?

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) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

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 or fiduciary) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below (see instr.)? 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 address			Firm's EIN
				Phone no.

Form 990-PF (2013)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2013 AccountingFeesSchedule

Name:

WOMENS PROJECT FOUNDATION CO-TA 20

-102300980360

EIN: 13-3417304

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAX PREPARATION FEE(NON-ALLOCATED)	10,000	0		0

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

WOMENS PROJECT FOUNDATION CO-TA 20

-102300980360

EIN: 13-3417304

Name of Bond	End of Year Book Value	End of Year Fair Market Value
CORP BDS - PUBLICLY TRADED	2,192,094	2,386,388

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

WOMENS PROJECT FOUNDATION CO-TA 20

-102300980360

EIN: 13-3417304

Name of Stock	End of Year Book Value	End of Year Fair Market Value
CORP STK - PUBLICLY TRADED	9,605,562	20,346,141

- TIN:

TY 2013 InvestmentsOtherSchedule2

Name:

WOMENS PROJECT FOUNDATION CO-TA 20

-102300980360

EIN: 13-3417304

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
MUTUAL FUNDS	FMV	3,483,570	4,568,953
GNMA	AT COST	7,735	7,817

- TIN:

TY 2013 OtherExpensesSchedule

Name:

WOMENS PROJECT FOUNDATION CO-TA 20

-102300980360

EIN: 13-3417304

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
OTHER EXPENSES	200	0		0