Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo 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.
bulletInformation 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
OBERKOTTER FOUNDATION
 
% BRUCE A ROSENFIELD EXEC DI
Number and street (or P.O. box number if mail is not delivered to street address)1600 MARKET STREET   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
PHILADELPHIA, PA191037286
A Employer identification number

23-2686151
B Telephone number (see instructions)

(215) 751-2601
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$170,398,175J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 9,996,396
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 3,090,283 3,202,767  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 9,270,139
b Gross sales price for all assets on line 6a  
7 Capital gain net income (from Part IV, line 2)... 10,730,232
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)....... Click to see attachment 198,347 -20,960  
12 Total. Add lines 1 through 11........ 22,555,165 13,912,039  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 953,326 60,333   892,993
14 Other employee salaries and wages...... 419,970     419,970
15 Pension plans, employee benefits....... 99,064 1,928   97,136
16a Legal fees (attach schedule)......... Click to see attachment 91,277 25,004 0 66,273
b Accounting fees (attach schedule)....... Click to see attachment 134,085 0 0 134,085
c Other professional fees (attach schedule).... Click to see attachment 1,224,531 363,608   860,923
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 721,153 1,153    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 44,104     44,104
21 Travel, conferences, and meetings....... 196,607     196,607
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 93,108     93,108
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 3,977,225 452,026 0 2,805,199
25 Contributions, gifts, grants paid........ 9,612,621 9,523,871
26 Total expenses and disbursements. Add lines 24 and 25 13,589,846 452,026 0 12,329,070
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 8,965,319
b Net investment income (if negative, enter -0-) 13,460,013
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
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 12,865,674 12,917,712 12,917,712
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 90,804,836 Click to see attachment89,019,180 157,479,047
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet1,416
Less: accumulated depreciation (attach schedule) bullet     Click to see attachment1,416 1,416
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 103,670,510 101,938,308 170,398,175
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment1,799,719 Click to see attachment0
23 Total liabilities (add lines 17 through 22).......... 1,799,719 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 101,870,791 101,938,308
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 101,870,791 101,938,308
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 103,670,510 101,938,308
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)............... 1 101,870,791
2 Enter amount from Part I, line 27a..................... 2 8,965,319
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 110,836,110
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 8,897,802
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 101,938,308
Form 990-PF (2013)
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 BROWN BROTHERS HARRIMAN & CO.      
b GOLDMAN SACHS      
c HAVERFORD TRUST COMPANY      
d TACS ENHANCED DIV (LARGE)      
e 1818 PARTNERS LP      
SPRUCEGROVE NON-US EQUITY      
DYNAMIC EQ MGRS      
REAL ESTATE MEZZ PARTNERS      
VINTAGE FUND V OFFSHORE      
VONTOBEL NON-US EQUITY OFFSHORE      
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a       2,033,380
b       98,238
c       7,138,521
d       247,245
e       1,079,044
      11,560
      106,459
      -27
      -1,461
      17,273
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        
b        
c        
d        
e        
       
       
       
       
       
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 10,730,232
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 . . . . . . . . . . . . . . . . 		Bracket 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?
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 19,174,089 149,092,651 0.128605
2011 13,136,102 133,191,867 0.098625
2010 19,013,605 131,522,223 0.144566
2009 16,652,261 125,547,529 0.132637
2008 20,118,411 110,967,649 0.1813
2 Total of line 1, column (d) ...................... 2 0.685733
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 0.137147
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 162,975,508
5 Multiply line 4 by line 3....................... 5 22,351,602
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 134,600
7 Add lines 5 and 6......................... 7 22,486,202
8 Enter qualifying distributions from Part XII, line 4.............. 8 12,329,070
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)
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 Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 269,200
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2............................ 3 269,200
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- ..... 5 269,200
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 323,524
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.............. 7 323,524
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 54,324
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet54,324 RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? Click to see attachment....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changesClick to see attachment....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.Click to see attachment
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletPA
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    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).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletwww.oberkotterfoundation.org
    14
    The books are in care ofbulletBRUCE A ROSENFIELD EXEC DIR Telephone no.bullet (215) 751-2601
    Located atbullet1600 MARKET ST STE 3600PHILADELPHIAPA ZIP+4bullet191037286
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 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)
    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
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 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.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
    Yes
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    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
    Mildred L OberkotterClick to see attachment TRUSTEE
    10.0     		0 0 0
    1600 MARKET STREET
    PHILADELPHIA,PA191037286
    Bruce RosenfieldClick to see attachment TRUSTEE & EXECUTIVE DIRECTOR
    25.0     		350,000 0 0
    1600 MARKET STREET
    PHILADELPHIA,PA191037286
    David PiersonClick to see attachment TRUSTEE
    10.0     		50,000 0 0
    1600 MARKET STREET
    PHILADELPHIA,PA191037286
    Amy NewnamClick to see attachment Assoc. Exec. Director
    40.0     		203,326 1,304 6,419
    1600 MARKET STREET
    PHILADELPHIA,PA19103
    TERESA CARAWAYClick to see attachment CEO, EDUCATIONAL ENDEAVOR
    40.0     		178,000 0 0
    1600 MARKET STREET
    PHILADELPHIA,PA191037286
    CARIANNE MUSEClick to see attachment DIRECTOR, FAMILY ENGAGEMENT
    40.0     		172,000 35,356 0
    1600 MARKET STREET
    PHILADELPHIA,PA191037286
    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
    WENDY DEMOSSClick to see attachment DIR, LEARNING PROG
    40.0     		135,000 0 0
    1600 MARKET ST STE 3600
    PHILADELPHIA,PA19103
    MARY ELLEN NEVINSClick to see attachment SR. STRAT PROF DEV
    32.0     		80,889 0 0
    1600 MARKET ST STE 3600
    PHILADELPHIA,PA19103
    ROSANNE DIMARTINOClick to see attachment EXECUTIVE ASSISTANT
    40.0     		60,718 4,599 0
    1600 MARKET ST STE 3600
    PHILADELPHIA,PA19103
    MEGAN OWENClick to see attachment EXECUTIVE ASSISTANT
    40.0     		52,831 0 0
    1600 MARKET ST STE 3600
    PHILADELPHIA,PA19103
    Total number of other employees paid over $50,000...................bullet 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
    The Mom Complex MARKETING 140,461
    3324 west cary street
    RICHMOND,VA23219
    Booz Allen Hamilton TECHNOLOGY CONSULT 130,000
    PO Box 8500
    PHILADELPHIA,PA19178
    Stephen Barry CPA LLC finan cons/accting 101,285
    PO Box 961
    VOORHEES,NJ08043
    21st Century Collaborative LEARNING CONSULTANT 94,555
    4068 Bridgehampton Lane
    VIRGINIA BEACH,VA23455
    Martin Sussman STRATEGIC ADVISOR 93,102
    PO BOX 50215
    PALO ALTO,CA94303
    Total number of others receiving over $50,000 for professional services.............bullet3
    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 SUPPORT FOR LISTENING AND SPOKEN LANGUAGE SERVICES TO CHILDREN AND FAMILIES (SEE ATTACHMENT 17) 6,562,006
    2 SUPPORT FOR FAMILY ENGAGEMENT IN LISTENING AND SPOKEN LANGUAGE, INCLUDING AWARENESS, COMMUNITY BUILDING, LEARNING OPPORTUNITIES AND PROFESSIONAL ENGAGEMENT(SEE ATTACHMENT 17) 4,504,070
    3  
    4  
    Form 990-PF (2013)
    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.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    8,148,775
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    269,200
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    269,200
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    7,879,575
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    7,879,575
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    7,879,575
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    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)
    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 7,879,575
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 0
    b Total for prior years:2011, 2010, 2009 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008....... 14,488,528
    b From 2009....... 10,190,704
    c From 2010....... 12,731,910
    d From 2011....... 6,629,864
    e From 2012....... 12,548,981
    fTotal of lines 3a through e......... 56,589,987
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 12,329,070
    a Applied to 2012, but not more than line 2a 0
    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 2013 distributable amount..... 7,879,575
    e Remaining amount distributed out of corpus 4,449,495
    5 Excess distributions carryover applied to 2013.    
    (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 61,039,482
    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......     		 
    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) .............     		 
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		14,488,528
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		46,550,954
    10 Analysis of line 9:
    a Excess from 2009.... 10,190,704
    b Excess from 2010.... 12,731,910
    c Excess from 2011.... 6,629,864
    d Excess from 2012.... 12,548,981
    e Excess from 2013.... 4,449,495
    Form 990-PF (2013)
    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 section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    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).)
    MILDRED L OBERKOTTER
    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.
    NONE
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    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 (2013)
    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)
    aPaid during the year
    A G Bell Association for the Deaf & Hard of hear
    3417 Volta Place NW
    Washington,DC20007     		n/a PC LSL Support - Children and Families 1,129,625
    Arkansas Children's Hospital
    1 Childrens Way Slot 113
    Little Rock,AR72202     		n/a PC LSL Support - Children and Families 15,000
    Atlanta Speech School
    3160 Northside Parkway NW
    Atlanta,GA30327     		n/a PC LSL Support - Children and Families 222,500
    Auditory Oral School of New York
    3321 Avenue M
    Brooklyn,NY11210     		n/a PC LSL Support - Children and Families 250,000
    Bergen County Special Services District GodwinHig
    41 East Center Street
    Midland Park,NJ07432     		n/a PC LSL Support - Children and Families 97,500
    Buffalo Hearing & Speech Center
    50 E North Street
    Buffalo,NY14203     		n/a PC LSL Support - Children and Families 52,500
    Carle Auditory Oral School
    611 W Park Street
    Urbana,IL61801     		n/a PC LSL Support - Children and Families 26,250
    CASTLE
    5501 Fortunes Ridge Drive Suite A
    Durham,NC27713     		n/a PC LSL Support - Children and Families 93,750
    CCHAT Center - Sacramento
    11100 Coloma Road
    Rancho Cordova,CA95670     		n/a PC LSL Support - Children and Families 432,806
    Child's Voice
    180 Hansen Court
    Wood Dale,IL60191     		n/a PC LSL Support - Children and Families 343,750
    Child Aid
    917 SW Oak Street Suite 208
    Portland,OR97205     		n/a PC LSL Support - Children and Families 75,000
    Clarke Schools for Hearing and Speech
    45 Round Hill Road
    Northampton,MA01060     		n/a PC LSL Support - Children and Families 962,810
    Desert Voices
    3426 E Shea Blvd
    Phoenix,AZ85028     		n/a PC LSL Support - Children and Families 19,000
    Fontbonne University
    6800 Wydown Blvd
    St Louis,MO631053098     		n/a PC LSL Support - Professional Learning 52,325
    Foundation for Hearing Research Inc
    3518 Jefferson Avenue
    Redwood City,CA94062     		n/a PC LSL Support - Children and Families 652,350
    Hands & Voices
    PO Box 3093
    Boulder,CO80307     		n/a PC LSL Support - Children and Families 85,000
    HEAR in New Hampshire
    1650 Elm Street Suite 203
    Manchester,NH031011217     		n/a PC LSL Support - Children and Families 21,000
    Hear ME Now
    PO Box 896
    Portland,ME04104     		n/a PC LSL Support - Children and Families 50,000
    Hearts for Hearing
    3525 NW 56th Street Suite A-150
    Oklahoma City,OK73112     		n/a PC LSL Support - Children and Families 450,720
    HOPE School
    310 N Riverpoint Blvd Box V
    Spokane,WA99202     		n/a PC LSL Support - Children and Families 66,250
    Listen and Talk
    8610 8th Avenue NE
    Seattle,WA98115     		n/a PC LSL Support - Children and Families 402,500
    Listen Foundation Inc
    6950 E Belleview Ave Ste 203
    Greenwood Village,CO80120     		n/a PC LSL Support - Children and Families 25,000
    Magnolia Speech School
    733 Flag Chapel Road
    Jackson,MS39209     		n/a PC LSL Support - Children and Families 42,500
    Mayo Clinic Rochester
    200 First Street Southwest
    Rochester,MN55905     		n/a PC Research 250,000
    Memphis Oral School for the Deaf
    7901 Poplar Avenue
    Germantown,TN38138     		n/a PC LSL Support - Children and Families 37,500
    Montreal Oral School for the Deaf Inc
    4670 St Catherine Street West
    Westmount,QUEBECH3Z 1S5
    CA     		n/a NC LSL Support - Children and Families 18,750
    New Orleans Oral School
    4000 W Esplanade Ave
    Metairie,LA70002     		n/a PC LSL Support - Children and Families 45,000
    Northern Voices
    1660 W County Rd B
    Roseville,MN55113     		n/a PC LSL Support - Children and Families 261,000
    Ohio Valley Voices
    6642 Branch Hill-Guinea Pike
    Loveland,OH45140     		n/a PC LSL Support - Children and Families 303,328
    OPTION Schools Inc
    11205 Wright Circle Suite 140
    Omaha,NE68144     		n/a PC LSL Support - Children and Families 33,783
    Presbyterian Ear Institute Oral School
    415 Cedar St SE
    Albuquerque,NM87106     		n/a PC LSL Support - Children and Families 150,000
    Smith College
    Office of Corporate and Foundation
    Northampton,MA01063     		n/a PC LSL Support - Professional Learning 406,511
    St Joseph Institute for the Deaf
    9192 Waldemar Road
    Indianapolis,IN46268     		n/a PC LSL Support - Children and Families 353,750
    St Joseph Institute for the Deaf
    9192 Waldemar Road
    Indianapolis,IN46268     		n/a PC LSL Support - Children and Families 244,816
    Summit Speech School
    705 Central Avenue
    New Providence,NJ07974     		n/a PC LSL Support - Children and Families 80,595
    The Moog Center for Deaf Education
    12300 South Forty Drive
    St Louis,MO63141     		n/a PC LSL Support - Children and Families 372,500
    The Tucker-Maxon Oral School
    2860 SE Holgate Boulevard
    Portland,OR97202     		n/a PC LSL Support - Children and Families 165,293
    University of Southern California
    3500 S Figueroa St Suite 102
    Los Angeles,CA900898001     		n/a PC LSL Support - Children and Families 97,000
    University of Texas Health Science Center at San A
    8300 Floyd Curl Drive Mail Code 777
    San Antonio,TX78229     		n/a PC LSL Support - Professional Learning 86,950
    Utah State University
    2615 Old Main Hill
    Logan,UT84322     		n/a PC LSL Support - Children and Families 247,510
    Utah State University
    2615 Old Main Hill
    Logan,UT84322     		n/a PC LSL Support - Professional Learning 26,680
    Vanderbilt University Medical Center
    1215 21st Avenue South
    Nashville,TN37232     		n/a PC LSL Support - Children and Families 172,500
    Vanderbilt University Medical Center
    1215 21st Avenue South
    Nashville,TN37232     		n/a PC LSL Support - Professional Learning 177,659
    Vermilion Films Inc
    820 N River Street 201
    Portland,OR97227     		n/a NC Other LSL Support 70,000
    WASHINGTON UNIVERSITY SCHOOL OF MEDICINE
    660 S Euclid Ave Campus Box 8042
    St Louis,MO63110     		n/a PC LSL Support - Professional Learning 443,360
    Total .................................bullet 3a 9,612,621
    bApproved for future payment
    A G Bell Association for the Deaf & Hard of HeAR
    3417 Volta Place NW
    Washington,DC200072778     		n/a PC LSL Support - Children and Families 910,000
    Atlanta Speech School
    3160 Northside Parkway NW
    Atlanta,GA30327     		n/a PC LSL Support - Children and Families 37,500
    Auditory Oral School of New York
    3321 Avenue M
    Brooklyn,NY11210     		n/a PC LSL Support - Children and Families 250,000
    Bergen County Special Services District
    41 East Center Street
    Midland Park,NJ07432     		n/a PC LSL Support - Children and Families 48,750
    CASTLE
    5501 Fortunes Ridge Drive Suite A
    Durham,NC27713     		n/a PC LSL Support - Children and Families 37,500
    CCHAT Center - Sacramento
    11100 Coloma Road
    Rancho Cordova,CA95670     		n/a PC LSL Support - Children and Families 224,750
    Chicago Hearing Society-a division of Anixter CTR
    2001 N Clybourn Ave
    Chicago,IL60614     		n/a PC LSL Support - Children and Families 20,000
    Child's Voice
    180 Hansen Court
    Wood Dale,IL60191     		n/a PC LSL Support - Children and Families 243,750
    Clarke Schools for Hearing and Speech
    45 Round Hill Road
    Northampton,MA01060     		n/a PC LSL Support - Children and Families 375,382
    Desert Voices
    3426 E Shea Blvd
    Phoenix,AZ85028     		n/a PC LSL Support - Children and Families 19,000
    Fontbonne University
    6800 Wydown Blvd
    St Louis,MO631053098     		n/a PC LSL Support - Professional Learning 52,325
    Foundation for Hearing Research Inc
    3518 Jefferson Avenue
    Redwood City,CA94062     		n/a PC LSL Support - Children and Families 434,900
    Hands & Voices
    PO Box 3093
    Boulder,CO80307     		n/a PC LSL Support - Children and Families 47,500
    HEAR in New Hampshire
    1650 Elm Street Suite 203
    Manchester,NH031011217     		n/a PC LSL Support - Children and Families 21,000
    Hear ME Now
    PO Box 896
    Portland,ME04104     		n/a PC LSL Support - Children and Families 107,500
    Hearts for Hearing
    3525 NW 56th Street Suite A-150
    Oklahoma City,OK73112     		n/a PC LSL Support - Children and Families 72,730
    HOPE School
    310 N Riverpoint Blvd Box V
    Spokane,WA99202     		n/a PC LSL Support - Children and Families 50,000
    Listen and Talk
    8610 8th Avenue NE
    Seattle,WA98115     		n/a PC LSL Support - Children and Families 334,224
    Listen Foundation Inc
    6950 E Belleview Ave Ste 203
    Greenwood Village,CO80120     		n/a PC LSL Support - Children and Families 12,500
    Magnolia Speech School
    733 Flag Chapel Road
    Jackson,MS39209     		n/a PC LSL Support - Children and Families 42,500
    Memphis Oral School for the Deaf
    7901 Poplar Avenue
    Germantown,TN38138     		n/a PC LSL Support - Children and Families 37,500
    Montreal Oral School for the Deaf Inc
    4670 St Catherine Street West
    Westmount,QUEBECH3Z 1S5
    CA     		n/a NC LSL Support - Children and Families 7,500
    New Orleans Oral School
    4000 W Esplanade Ave
    Metairie,LA70002     		n/a PC LSL Support - Children and Families 45,000
    Northern Voices
    1660 W County Rd B
    Roseville,MN55113     		n/a PC LSL Support - Children and Families 86,000
    OPTION Schools Inc
    11205 Wright Circle Suite 140
    Omaha,NE68144     		n/a PC Other LSL Support 41,433
    Presbyterian Ear Institute Oral School
    415 Cedar St SE
    Albuquerque,NM87106     		n/a PC LSL Support - Children and Families 25,000
    Smith College
    Office of Corporate and Foundation
    Northampton,MA01063     		n/a PC LSL Support - Professional Learning 203,189
    St Joseph Institute for the Deaf
    9192 Waldemar Road
    Indianapolis,IN46268     		n/a PC LSL Support - Children and Families 102,500
    St Joseph Institute for the Deaf
    9192 Waldemar Road
    Indianapolis,IN46268     		n/a PC LSL Support - Children and Families 96,250
    The Moog Center for Deaf Education
    12300 South Forty Drive
    St Louis,MO63141     		n/a PC LSL Support - Children and Families 115,000
    The Tucker-Maxon Oral School
    2860 SE Holgate Boulevard
    Portland,OR97202     		n/a PC LSL Support - Children and Families 36,250
    University of Southern California
    3500 S Figueroa St Suite 102
    Los Angeles,CA900898001     		n/a PC LSL Support - Children and Families 49,646
    University of Texas Health Science Center at San A
    8300 Floyd Curl Drive Mail Code 77
    San Antonio,TX78229     		n/a PC LSL Support - Professional Learning 86,950
    Utah State University
    2615 Old Main Hill
    Logan,UT84322     		n/a PC LSL Support - Children and Families 130,721
    WA State Center for Childhood Deafness & Hearing
    611 Grand Blvd
    Vancouver,WA98661     		n/a PC LSL Support - Children and Families Community GRANT 30,000
    Washington University School of Medicine
    660 S Euclid Ave Campus Box 8042
    St Louis,MO63110     		n/a PC LSL Support - Professional Learning 123,988
    CHILD AID
    917 SW OAK ST STE 208
    PORTLAND,OR97205     		N/A PC OTHER LSL SUPPORT 37,500
    Total .................................bullet 3b 4,596,238
    Form 990-PF (2013)
    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
    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 ............     		         
    4 Dividends and interest from securities....     14 3,090,283  
    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 9,270,139  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aPREVIOUS GRANTS RETURNED TO FOUNDATION         184,675
    bMISCELLANEOUS REVENUE     01 13,672  
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   12,374,094 184,675
    13Total. Add line 12, columns (b), (d), and (e)..................
    1312,558,769
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    11 grants that have been returned to the foundation for a variety of acceptable reasons.
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    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.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2013
    Name of the organization
    OBERKOTTER FOUNDATION
     
    Employer identification number

    23-2686151
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    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
    Special Rules
    ......................... 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) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 2
    Name of organization
    OBERKOTTER FOUNDATION
          		Employer identification number

    23-2686151
    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
     
     

    MILDRED L OBERKOTTER  
    1600 MARKET STREET STE 1600
     
    PHILADELPHIA, PA19103

    		$4,991,357


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    2
     
     

    MILDRED L OBERKOTTER  
    1600 MARKET STREET STE 3600
     
    PHILADELPHIA, PA19103

    		$1,000,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    3
     
     

    MILDRED L OBERKOTTER  
    1600 MARKET STREET STE 1600
     
    PHILADELPHIA, PA19103

    		$4,005,039


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 3
    Name of organization
    OBERKOTTER FOUNDATION
          		Employer identification number

    23-2686151
    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
    		 48,228 SHS UPS CL B $4,991,357 2014-01-03
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    3
    		 38,258 SHS UPS CL B $4,005,039 2014-07-16
    (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
     
    		$    
    (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) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 4
    Name of organization
    OBERKOTTER FOUNDATION
          		Employer identification number

    23-2686151
    Part III
    Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
    that total more than $1,000 for the year. 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 (c) Use 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 (c) Use 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 (c) Use 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 (c) Use 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) (2013)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2013 AccountingFeesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 134,085     134,085

    TY 2013 CompensationExplanation
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Person Name Explanation
    CARIANNE MUSE *The Executive Director (B Rosenfield) and the Associate Executive Director (A Newnam), referred to in Part I, Line 13 and Part VIII, Line 1, and the Administrative Assistant, referred to in Part I, Line 16c and Part VIII, Line 2, are partners or employees of the law firm Schnader Harrison Segal & Lewis, LLP ("Schnader"). The Oberkotter Foundation ("Foundation") has contracted with Schnader to lease a percentage of each individual's time for matters relating to the administration of the Foundation. The Foundation pays its share of the compensation and related expenses, as applicable, for each individual and Schnader assumes the appropriate payroll responsibilities. These payments to Schnader are separate from the payments shown at Part I, Line 16a for legal and other administrative support fees. ** The CEO of the Foundation's Educational Endeavor (T Caraway), referred to in Part I, Line 13 and Part VIII, Line 1, is an employee of Learning Innovation Associates, LLC ("LIA"). The Foundat

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    TY 2013 DepreciationSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    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

    TY 2013 EmployeeCompensationExpln
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Employee Explanation
    MEGAN OWEN *Wendy DeMoss was an independent contractor of the Foundation for the first part of the year. She was then hired as an employee of the Foundation and has been determined to be a highest compensated employee for purposes of the Form 990 PF. The total compensation above includes her services as an independent contractor and as an employee. ** FOUNDATION EMPLOYEE ROSANNE DIMARTINO IS AN EMPLOYEE OF THE LAW FIRM OF SCHNADER HARRISON SEGAL & LEWIS LLP ("SCHNADER"). THE OBERKOTTER FOUNDATION ("FOUNDATION") HAS CONTRACTED WITH SCHNADER TO LEASE A PERCENTAGE OF MS. DIMARTINO'S TIME FOR MATTERS RELATING TO THE ADMINISTRATION OF THE FOUNDATION. THE FOUNDATION PAYS ITS SHARE OF THE COMPENSATION AND RELATED EXPENSES, AS APPLICABLE, FOR MS. DIMARTINO AND SCHNADER ASSUMES THE APPROPRIATE PAYROLL RESPONSIBILITIES. THESE PAYMENTS TO SCHNADER ARE SEPARATE FROM THE PAYMENTS SHOWN AT PART I, LINE 16A FOR LEGAL AND OTHER ADMINISTRATIVE SUPPORT FEES.

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Name of Stock End of Year Book Value End of Year Fair Market Value
    BROWN BROTHERS HARRIMAN-ATT 19 51,481,825 94,870,624
    HAVERFORD TRUST CO-ATTACHMT 19 27,085,074 48,867,133
    GOLDMAN SACHS-ATTACHMENT 19 10,452,281 13,741,290

    TY 2013 InvestmentsLandSchedule2
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Category/ Item Cost/Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value

    TY 2013 LandEtcSchedule2
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value


    TY 2013 LegalFeesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL AND ADMINISTRATIVE        
    SUPPORT FEES 91,277 25,004   66,273


    TY 2013 OtherDecreasesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Description Amount
    UPS STOCK - DIFFERENCE IN FMV AND COST 8,897,802


    TY 2013 OtherExpensesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    COMPUTER RELATED EXPENSES 24,154     24,154
    INSURANCE 50,397     50,397
    BANK FEES 219     219
    OFFICE SUPPLIES 4,493     4,493
    EQUIPMENT RENTAL 270     270
    FEES 3,751     3,751
    MISCELLANEOUS 1,353     1,353
    SOFTWARE SUBSCRIPTIONS &        
    REFERENCE MATERIALS 8,471     8,471


    TY 2013 OtherIncomeSchedule2
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    PREVIOUS GRANTS RETURNED TO FOUNDATION 184,675    
    Ordinary Income FROM PARTNERSHIPS 0 41,540  
    Miscellaneous Revenue 13,672 13,672  
    Other Income/(Expense) from partnerships 0 -76,172  


    TY 2013 OtherLiabilitiesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Description Beginning of Year - Book Value End of Year - Book Value
    OUTSTANDING CHECKS 1,799,719 0


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOUNDATION ADMINISTRATION &        
    DEVELOPMENT OF LEARNING CTR 860,506     860,506
    INVESTMENT MANAGEMENT 364,025 363,608   417


    TY 2013 TaxesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAX 720,000      
    FOREIGN TAXES ON DIVIDENDS 1,153 1,153