TY 2014 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.
bullet

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

OMB No. 1545-0052

2014

Open to Public Inspection

For calendar year 2014, or tax year beginning 2014, and ending , 20

Name of foundation
W F Whitman Family Foundation Inc

% Foundation Source

Number and street (or P.O. box number if mail is not delivered to street address)Foundation Source 501 Silverside RdSuite 123Room/suite

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

A Employer identification number

20-0413209

B Telephone number (see instructions)

(800) 839-1754

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

$5,591,324J 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)..............	473,248
2	Check
	Sch. B ...............
3	Interest on savings and temporary cash investments	72		72
4	Dividends and interest from securities......	114,622		114,622
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		178,758
b	Gross sales price for all assets on line 6a 1,949,566
7	Capital gain net income (from Part IV, line 2)...			358,931
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........	766,700		473,625
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....		26,850	26,850
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		8,979	1,904
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		26,780	408	26,372
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	62,609		29,162	26,372
25	Contributions, gifts, grants paid........	196,500			196,500
26	Total expenses and disbursements. Add lines 24 and 25	259,109		29,162	222,872
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	507,591
b	Net investment income (if negative, enter -0-)			444,463
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2014)

Form 990-PF (2014)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........	473,327	128,722	128,722
	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)........	3,802,206	4,654,402	5,462,602
	c	Investments—corporate bonds (attach schedule)........
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	4,275,533	4,783,124	5,591,324
	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
		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.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	4,275,533	4,783,124
	30	Total net assets or fund balances (see instructions)......	4,275,533	4,783,124
	31	Total liabilities and net assets/fund balances (see instructions)..	4,275,533	4,783,124

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	4,275,533
2	Enter amount from Part I, line 27a.....................	2	507,591
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	4,783,124
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	4,783,124

Form 990-PF (2014)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	Publicly-traded Securities
b
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	1,949,566	1,590,635	358,931
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			358,931
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	358,931
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 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))
2013	201,197	4,852,890	0.041459
2012	161,215	3,756,831	0.042912
2011	167,054	3,616,664	0.04619
2010	145,213	3,215,789	0.045156
2009	155,785	2,715,186	0.057375

2	Total of line 1, column (d) ......................	2	0.233092
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	0.046618
4	Enter the net value of noncharitable-use assets for 2014 from Part X, line 5.....	4	5,400,477
5	Multiply line 4 by line 3.......................	5	251,759
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	4,445
7	Add lines 5 and 6.........................	7	256,204
8	Enter qualifying distributions from Part XII, line 4..............	8	222,872
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 (2014)

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	8,889
	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
3	Add lines 1 and 2...........................	3	8,889
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	8,889
6	Credits/Payments:

a	2014 estimated tax payments and 2013 overpayment credited to 2014	6a	3,400
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	3,400
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	5,489
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2015 estimated tax	Refunded	11

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 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

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?

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

Form 990-PF (2014)

Page 5

Part VII-A

Statements Regarding Activities (continued)

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

The books are in care of bullet

Foundation Source Telephone no. bullet

(800) 839-1754

Located at bullet

501 Silverside Road Suite 123WilmingtonDE ZIP+4 bullet

198091377

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 2014, 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 FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet

Form 990-PF (2014)

Page 6

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 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 2014?.............

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 2014, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2014?...............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 2014 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 2014.)....................

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 2014?

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 4945(d)(4)(A)? (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 (2014)

Page 7

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
Thomas C Danziger	Sec 1.0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Sec 1.0	0
Barbara K Whitman	Dir 1.0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Dir 1.0	0
Laura B Whitman	First VP / Dir 1.0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	First VP / Dir 1.0	0
W Fifield Whitman	Second VP / Dir 1.0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Second VP / Dir 1.0	0
William F Whitman Jr	Pres / Dir / Treas 1.0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Pres / Dir / Treas 1.0	0

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










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

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

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 (2014)

Page 8

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

5,288,763

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

193,955

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

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

5,482,718

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

5,482,718

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

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

82,241

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

5,400,477

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

270,024

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

270,024

Tax on investment income for 2014 from Part VI, line 5......

8,889

Income tax for 2014. (This does not include the tax from Part VI.)...

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

8,889

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

261,135

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

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

261,135

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

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

261,135

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 ..........

222,872

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

222,872

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

222,872

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 (2014)

Page 9

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(c) 2013	(d) 2014
1 Distributable amount for 2014 from Part XI, line 7				261,135
2 Undistributed income, if any, as of the end of 2014:
a Enter amount for 2013 only.......			206,624
b Total for prior years:2012, 2011, 2010
3 Excess distributions carryover, if any, to 2014:
a From 2009.......
b From 2010.......
c From 2011.......
d From 2012.......
e From 2013.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2014 from Part
XII, line 4: $ 222,872
a Applied to 2013, but not more than line 2a				206,624
b Applied to undistributed income of prior years (Election required—see instructions).....
c Treated as distributions out of corpus (Election required—see instructions).........
d Applied to 2014 distributable amount.....				16,248
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2014.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		0
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2013. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2014. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2015 ..........				244,887
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......
8Excess distributions carryover from 2009 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2015. Subtract lines 7 and 8 from line 6a ......		0
10 Analysis of line 9:
a Excess from 2010....
b Excess from 2011....
c Excess from 2012....
d Excess from 2013....
e Excess from 2014....	0

Form 990-PF (2014)

Page 10

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 2014, 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) 2014	(b) 2013	(c) 2012	(d) 2011	(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).)

BARBARA K WHITMAN

WILLIAM F WHITMAN JR

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 email address of the person to whom applications should be addressed:

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

cAny submission deadlines:

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

Form 990-PF (2014)

Page 11

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
AMERICAN MUSEUM OF NATURAL HISTORY 79TH ST AT CENTRAL PARK W NEW YORK,NY10024	N/A	PC	General & Unrestricted	10,000
AMERICAN MUSEUM OF NATURAL HISTORY 79TH ST AT CENTRAL PARK W NEW YORK,NY10024	N/A	PC	M. Siddall curator project	5,000
ARTS CENTER OF COASTAL CAROLINA 14 SHELTER COVE LN HILTON HEAD,SC29928	N/A	PC	Arts Now! Our Campaign for the Future	15,000
CENTRAL PARK CONSERVANCY INC 14 E 60TH ST NEW YORK,NY10022	N/A	PC	General & Unrestricted	1,000
COLD SPRING HARBOR LABORATORY ASSOCIATION INC PO BOX 100 COLD SPG HBR,NY11724	N/A	PC	General & Unrestricted	5,300
COMMUNITY FOUNDATION OF OYSTER BAY INC 200 SUNSET RD OYSTER BAY,NY11771	N/A	PC	General & Unrestricted	5,000
DILLER-QUAILE SCHOOL OF MUSIC INC 24 E 95TH ST NEW YORK,NY10128	N/A	PC	General & Unrestricted	1,000
DUCKS UNLIMITED 1 WATERFOWL WAY MEMPHIS,TN38120	N/A	PC	General & Unrestricted	85
FRIENDS OF THE COLD SPRING HARBOR FISH HATCHERY 1660 RTE 25A COLD SPG HBR,NY11724	N/A	PC	General & Unrestricted	2,905
FRIENDS OF THE COLD SPRING HARBOR FISH HATCHERY 1660 RTE 25A COLD SPG HBR,NY11724	N/A	PC	new Fishing Dock and Classroom Expansion	17,620
GLEN COVE BOYS AND GIRLS CLUB AT LINCOLN HOUSE INC 113 GLEN COVE AVE GLEN COVE,NY11542	N/A	PC	General & Unrestricted	300
GREEN VALE SCHOOL 250 VALENTINES LN OLD BROOKVILLE,NY11545	N/A	PC	General & Unrestricted	2,500
ISLAND INSTITUTE 386 MAIN ST ROCKLAND,ME04841	N/A	PC	Thriving Coast Initiative	10,000
MARTIN MEMORIAL FOUNDATION INC PO BOX 9010 STUART,FL34995	N/A	PC	General & Unrestricted	10,000
MEMORIAL SLOAN-KETTERING CANCER CENTER 633 3RD AVE 28TH FL NEW YORK,NY10017	N/A	PC	Dr. Peter Scardino's research on Prostate Cancer	5,000
NEW YORK HISTORICAL SOCIETY 170 CENTRAL PARK W NEW YORK,NY10024	N/A	PC	General & Unrestricted	500
NY SOCIETY FOR THE RELIEF OF RUPTURED & CRIPpled 535 E 70TH ST NEW YORK,NY10021	N/A	PC	Spine Council Fund	20,000
NEW YORK SOCIETY LIBRARY TRUSTEES 53 E 79TH ST NEW YORK,NY10075	N/A	PC	General & Unrestricted	500
NEW YORK UNIVERSITY - SCHOOL OF LAW 110 W 3RD ST 2ND FL NEW YORK,NY10012	N/A	PC	General & Unrestricted	1,250
NORTH COUNTRY GARDEN CLUB OF L I INC PO BOX 21 LOCUST VALLEY,NY11560	N/A	PC	General & Unrestricted	100
NORTH SHORE LAND ALLIANCE INC 151 POST RD OLD WESTBURY,NY11568	N/A	PC	General & Unrestricted	890
OLD WESTBURY GARDENS INC 71 OLD WESTBURY RD OLD WESTBURY,NY11568	N/A	PC	General & Unrestricted	250
ONE WEST 54TH STREET FOUNDATION 1 W 54TH ST NEW YORK,NY10019	N/A	PC	General & Unrestricted	250
OPERA HOUSE ARTS PO BOX 56 STONINGTON,ME04681	N/A	PC	Live for $5 Series Program	12,500
PENOBSCOT EAST RESOURCE CENTER INC PO BOX 27 STONINGTON,ME04681	N/A	PC	Fishermen Engagement Program	20,000
SAVE THE CHILDREN FEDERATION INC 501 KINGS HWY E STE 400 FAIRFIELD,CT06825	N/A	PC	Long Island Council of Save the Children - Spring Benefit 2014	400
ST BERNARDS SCHOOL INC 4 E 98TH ST NEW YORK,NY10029	N/A	PC	General & Unrestricted	11,000
ST JOHNS CHURCH PO BOX 266 COLD SPG HBR,NY11724	N/A	PC	General & Unrestricted	1,000
TAFT SCHOOL CORPORATION 110 WOODBURY RD WATERTOWN,CT06795	N/A	PC	General & Unrestricted	9,000
THE BONE MARROW FOUNDATION INC 515 MADISON AVE RM 1130 NEW YORK,NY10022	N/A	PC	General & Unrestricted	150
THE OYSTER BAY SAILING FOUNDATION INC PO BOX 720 OYSTER BAY,NY11771	N/A	PC	Seawahaka Corinthian Yacht Club Junior Sailing Programs	3,000
WESLEYAN UNIVERSITY 212 COLLEGE ST MIDDLETOWN,CT06459	N/A	PC	General & Unrestricted	1,250
WILDLIFE CONSERVATION SOCIETY 2300 SOUTHERN BLVD BRONX,NY10460	N/A	PC	General & Unrestricted	1,500
WILLIAMS COLLEGE 75 PARK ST WILLIAMSTOWN,MA01267	N/A	PC	General & Unrestricted	11,000
WILLIAMS COLLEGE 75 PARK ST WILLIAMSTOWN,MA01267	N/A	PC	2014 Annual Fund for the class of 1992	10,000
WORLD WILDLIFE FUND INC 1250 24TH ST NW WASHINGTON,DC20090	N/A	PC	General & Unrestricted	250
YALE UNIVERSITY ART GALLERY PO BOX 208271 NEW HAVEN,CT06520	N/A	PC	General & Unrestricted	1,000
Total ................................. 3a				196,500

bApproved for future payment

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

Form 990-PF (2014)

Page 12

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	72
4 Dividends and interest from securities....			14	114,622
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	178,758
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)..				293,452

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

13293,452

(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 (2014)

Page 13

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) 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 (2014)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Name of the organization

W F Whitman Family Foundation Inc

Employer identification number

20-0413209

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

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

Special Rules

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

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

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

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 2

Name of organization W F Whitman Family Foundation Inc

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	Barbara K Whitman Declaration of T 321 Broadway PO Box 860 Saratoga Springs, NY12866	$280,805	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
2	William F Whitman Jr Declaration o 321 Broadway PO Box 860 Saratoga Springs, NY12866	$9,835	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
3	whitman CLUT dtd 22505 8050 SE Little Harbour Drive Hobe Sound, FL33455	$182,608	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 3

Name of organization W F Whitman Family Foundation Inc			Employer identification number 20-0413209

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	ATHENAHEALTH ATHN, 32 sh.	$ 4,188		2014-12-17
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	ABAXIS, INC ABAX, 70 sh.	$ 4,035		2014-12-17
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	CEPHEID CPHD, 20 sh.	$ 970		2014-12-17
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	COSTAR GROUP, INC. CSGP, 31 sh.	$ 5,377		2014-12-17
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	DEALERTRACK HOLDINGS INC TRAK, 159 sh.	$ 6,715		2014-12-17
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	GRAND CANYON EDUCATION, INC. LOPE, 222 sh.	$ 10,117		2014-12-17
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Name of organization W F Whitman Family Foundation Inc			Employer identification number 20-0413209
Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	GRAND CANYON EDUCATION, INC. LOPE, 11 sh.	$ 501		2014-12-17
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	GENTEX CORPORATION GNTX, 239 sh.	$ 8,562		2014-12-17
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	MOBILE MINI, INC. MINI, 220 sh.	$ 8,348		2014-12-17
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	AMERICAN EXPRESS CO AXP, 350 sh.	$ 31,322		2014-12-16
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	CHURCH & DWIGHT CHD, 150 sh.	$ 11,372		2014-12-16
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	CHURCH & DWIGHT CHD, 100 sh.	$ 7,581		2014-12-16
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Name of organization W F Whitman Family Foundation Inc			Employer identification number 20-0413209
Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	DANAHER CORP DHR, 225 sh.	$ 18,695		2014-12-16
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	WALT DISNEY HOLDINGS CO. DIS, 400 sh.	$ 36,426		2014-12-16
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	WALT DISNEY HOLDINGS CO. DIS, 156 sh.	$ 14,206		2014-12-16
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	EOG RESOURCES INC EOG, 300 sh.	$ 25,976		2014-12-16
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	EOG RESOURCES INC EOG, 156 sh.	$ 13,507		2014-12-16
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	EXPRESS SCRIPTS HOLDING CO. ESRX, 275 sh.	$ 22,171		2014-12-16
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Name of organization W F Whitman Family Foundation Inc			Employer identification number 20-0413209
Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	FISERV INC FISV, 550 sh.	$ 38,118		2014-12-16
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
1	TYCO INTERNATIONAL LTD. TYC, 300 sh.	$ 12,618		2014-12-16
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
2	WALT DISNEY HOLDINGS CO. DIS, 108 sh.	$ 9,835		2014-12-16
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 4

Name of organization
W F Whitman Family Foundation Inc

Employer identification number

20-0413209

Part III

Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10)
that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Additional Data

Software ID:
Software Version:

- TIN:

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

TY 2014 DepreciationSchedule

Name:

W F Whitman Family Foundation Inc

EIN: 20-0413209

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

- TIN:

TY 2014 InvestmentsCorpStockSchedule

Name:

W F Whitman Family Foundation Inc

EIN: 20-0413209

Name of Stock	End of Year Book Value	End of Year Fair Market Value
3M CO	4,435	7,066
ABAXIS, INC	4,784	9,093
ABBOTT LABS	19,583	23,545
ACCENTURE PLC	20,883	22,417
ACTAVIS PLC	18,453	66,927
ADIDAS AG	24,766	17,704
ADT LTD.	4,459	7,608
ADVISORY BOARD COMPANY	12,940	12,490
AES CORP	21,199	21,096
AMC NETWORKS INC	2,859	7,780
AMER INTERNATIONAL GROUP INC	16,462	23,300
ANADARKO PETROLEUM CORP	25,566	34,403
ANGLO AMERICAN PLC ADR	17,225	12,936
APPLE INC.	8,850	15,674
AQR DIVERSIFIED ARB I	395,593	362,295
ARTISAN INTERNATIONAL VALUE FU	616,986	686,911
ATHENAHEALTH	7,523	11,947
AUTODESK, INC.	12,446	29,429
AUTOLIV INC	13,907	15,175
BANCO SANTANDER CEN	23,303	22,050
BASF AG SPONS ADR	21,678	16,761
BAXTER INTERNATIONAL INC.	8,996	9,528
BEACON ROOFING SUPPLY, INC	7,214	9,730
BIO TECHNE CORPORATION	6,479	8,778
BIO-REFERENCE LABORATORIES, IN	4,933	8,033
BIOGEN IDEC INC	15,706	34,963
BOSTON SCIENTIFIC	9,786	15,317
BROADCOM CORPORATION	10,478	15,166
BROOKFIELD ASSET MANAGEMENT CL	19,272	23,711
CABLEVISION SYSTEMS CORP CL A	5,697	9,907
CABOT MICROELECTRONICS CORPORA	7,554	9,038
CAMECO CORPORATION	17,935	15,097
CAPITAL ONE FINANCIAL CORP	14,927	15,189
CASS INFORMATION SYSTEMS, INC	3,309	6,177
CEPHEID	10,195	20,627
CHANNELADVISOR CORP	7,305	3,669
CHEESECAKE FACTORY INC	3,525	7,043
CHEMED CORP	4,454	8,982
CIMAREX ENERGY CO	12,087	13,250
CISCO SYSTEMS INC	10,200	13,715
CITIGROUP INC	19,178	23,700
CITRIX SYSTEMS INC	15,409	15,312
COMCAST CORP	20,495	66,781
COMCAST CORP CL A	11,165	15,721
COMPASS GROUP PLC ADR	20,759	21,436
COSTAR GROUP, INC.	7,947	13,221
COVIDIEN LTD	6,744	18,410
CREE, INC.	20,004	14,467
DAIICHI SANKYO CO LTD SPONSORE	10,937	9,031
DBS GROUP HLDGS SPON ADR	17,173	21,158
DEALERTRACK HOLDINGS INC	5,889	11,299
DEVON ENERGY CORPORATION	19,747	19,893
DIAGEO PLC ADS	17,523	16,543
DIGI INTERNATIONAL INC.	4,072	3,809
DIRECTV GROUP	7,076	21,675
DNB NOR ASA SPONSOR ADR	19,949	16,542
DOLBY LABORATORIES	10,183	10,608
DORMAN PRODUCTS INC	6,660	5,792
DOUBLELINE TOTAL RETURN BOND	205,147	205,689
DOVER CORP	10,856	12,336
DRIEHAUS EMERGING MARKETS GROW	410,310	394,621
EASTMAN CHEMICAL CO.	7,146	7,131
ECHO GLOBAL LOGISTICS, INC.	3,384	6,716
EOG RESOURCES INC	10,579	15,652
ERICSSON L M TEL CO	21,468	20,231
ERSTE BK DER OEST SP	18,231	12,595
EXPERIAN GROUP LTD S/ADR	19,180	18,564
EXPRESS SCRIPTS HOLDING CO.	9,705	13,547
FINANCIAL ENGINES INC COM	4,209	6,396
FIVE BELOW INC	8,462	9,187
FLUOR CORP	11,037	11,823
FORWARD AIR CORP	2,771	5,037
FRANKLIN RES INC	10,485	10,410
FREEPORT-MCMORAN COPPER & GOLD	7,166	6,307
GANNETT CO INC	8,439	9,547
GENTEX CORPORATION	6,536	11,634
GOODYEAR TIRE & RUBBER COMPANY	7,660	10,171
GRAND CANYON EDUCATION, INC.	6,254	13,905
HEALTHCARE SVCS GROUP INC	7,708	8,042
HEINEKEN N V S ADR	22,427	23,812
HSBC HOLDINGS PLC	16,414	15,491
ILLINOIS TOOL WORKS	8,580	13,353
IMMUNOGEN, INC	4,594	2,959
IMPERIAL TOBACCO GRO	16,630	17,588
INDIVIOR PLC ADR	606	610
INNERWORKINGS, INC.	2,224	3,155
INTERNATIONAL BUSINESS MACHINE	14,703	12,033
IPC THE HOSPITALIST COMPANY, I	4,811	6,425
ISIS PHARMACEUTICALS, INC.	4,252	27,474
JOHN HANCOCK FDS II GL ABSRTR	281,928	272,047
JP MORGAN CHASE & CO	17,570	21,966
JUNIPER NETWORKS	7,493	7,834
KDDI CP UNSP ADR	18,619	20,461
KEELEY FDS INC SMALL CAP VALUE	155,959	291,667
KIMBERLY CLARK CORP	13,053	16,407
KONINKLIJKE DSM NV ADR	20,134	19,011
L-3 COMMUNICATIONS CORP	16,118	28,397
LIBERTY BROADBAND CORPORATION	750	4,007
LIBERTY BROADBAND CORP K	1,453	7,971
LIBERTY BROADBAND CORP	43	456
LIBERTY INTERACTIVE CORPORATIO	5,517	26,772
LIBERTY MEDIA CORPORATION	4,247	22,419
LIBERTY MEDIA CORPORATION COM	2,207	11,286
LIBERTY VENTURES	855	4,866
LINEAR TECHNOLOGY CORP	6,015	7,068
MARSH AND MCLENNAN COMPANIES I	13,205	16,256
MATTHEWS PACIFIC TIGER FUND I	160,621	168,523
MAXIMUS INC	4,153	13,710
MCDONALD'S CORP	7,228	7,121
MEDNAX, INC.	4,645	9,917
MEDTRONIC INC	14,092	22,454
METLIFE INC.	8,849	9,303
METROPOLITAN WEST UNCONSTRAINE	216,005	215,000
MICHELIN CIE GEN UNSP/ADR	20,986	15,713
MICROSOFT CORPORATION	11,791	18,766
MOBILE MINI, INC.	4,016	10,330
MORGAN STANLEY	14,179	24,211
NATIONAL INSTRUMENTS CORPORATI	9,636	13,431
NATL OILWELL VARCO	4,493	8,519
NEOGEN CORPORATION	4,398	12,645
NESTLE S.A.	18,319	17,800
NIDEC CORPORATION ADR	26,167	27,265
NOBLE CORPORATION	16,040	10,157
NOVARTIS AG ADR	19,907	22,146
NOW INC.	554	875
NUANCE COMMUNICATIONS, INC.	8,455	7,606
NUCOR CP	13,155	14,225
OCCIDENTAL PETROLEUM CORP	11,220	11,527
ORIX CORP ADS	16,243	14,007
PALL CP	8,118	25,303
PARKER HANNIFIN CP	11,007	14,958
PEGASYSTEMS INC.	8,082	7,207
PENTAIR INC. COM	2,652	6,974
PFIZER INC.	21,018	23,238
PHILIP MORRIS INTL	10,535	9,448
PIMCO COMMODITY REAL RETURN ST	167,734	89,324
PNC FINANCIAL GROUP INC.	11,947	16,969
PORTFOLIO RECOVERY ASSOCIATES,	4,750	12,281
POWER INTEGRATIONS, INC.	4,862	7,502
PRAXAIR INC.	7,394	7,255
PROCTER GAMBLE CO	21,781	25,505
PROGRESSIVE CORP OHIO	12,702	13,792
PROS HOLDINGS INC	4,398	4,534
PROTO LABS INC	7,641	10,074
PRUDENTIAL FINCL INC	12,874	18,182
RECKITT BENCKISER GROUP	21,568	22,370
RIDGEWORTH FDS SEIX FLOATING R	115,244	112,149
RITCHIE BROS AUCTIONEERS	12,556	14,601
ROLLINS INC	6,976	14,961
SANDISK CORP	5,905	29,394
SCIQUEST INC.	3,984	3,786
SEAGATE TECHNOLOGY	18,032	79,002
SEMTECH CORPORATION	5,757	8,960
SIEMENS AG	19,937	17,696
SPS COMMERCE, INC	3,629	9,570
STARZ	995	9,504
STRATASYS, INC.	2,026	6,150
STRYKER CORPORATION	8,037	9,244
SWATCH GROUP AG	18,667	13,079
SYSCO CORP	9,641	11,113
TE CONNECTIVITY LTD	10,579	30,993
THE FRESH MARKET INC	4,354	4,491
TILE SHOP HOLDINGS INC	7,028	3,730
TJX COMPANIES INC	12,021	17,214
TOTAL FINA ELF S.A.	21,313	17,152
TOYOTA MTR CORP	18,151	20,328
TWENTY-FIRST CENTURY CL B	11,002	11,842
TYCO INTERNATIONAL LTD.	6,759	18,860
ULTIMATE SOFTWARE GROUP, INC.	4,184	16,884
UNILEVER N V N Y	16,830	16,982
UNITED NATURAL FOODS, INC	5,623	14,074
UNITED TECHNOLOGIES CORP	19,768	25,070
UNITEDHEALTH GROUP INC.	18,293	63,687
V F CORP	8,354	15,355
VALLOUREC SA S ADR	20,279	12,245
VANTIV INC - CLASS A	8,660	9,124
VERINT SYSTEMS INC.	3,814	9,033
VERTEX PHARMCTLS INC	9,450	28,512
WALT DISNEY HOLDINGS CO.	9,852	16,672
WEATHERFORD INTL	43,375	28,808
WELLS FARGO & CO.	4,623	7,127
WESTFIELD GROUP	23,792	20,805
WHIRLPOOL CORP	8,695	12,981

- TIN:

TY 2014 OtherExpensesSchedule

Name:

W F Whitman Family Foundation Inc

EIN: 20-0413209

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Administrative Fees	26,372			26,372
Bank Charges	408	408

- TIN:

TY 2014 OtherProfessionalFeesSchedule

Name:

W F Whitman Family Foundation Inc

EIN: 20-0413209

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment Management Services	26,850	26,850

- TIN:

TY 2014 TaxesSchedule

Name:

W F Whitman Family Foundation Inc

EIN: 20-0413209

Category	Amount	Net Investment Income
990-PF Estimated Tax for 2014	3,400
990-PF Excise Tax for 2013	3,675
Foreign Tax Paid	1,904	1,904