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.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 07-01-2018 , and ending 06-30-2019
Name of foundation
WITH FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)2225 EAST BAYSHORE ROAD NO 200
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
PALO ALTO, CA94303
A Employer identification number

73-1644863
B Telephone number (see instructions)

(650) 320-1715
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$15,013,036J Accounting method:
 
(Part I, column (d) must be on cash basis.)
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)  
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 324,161 324,161  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 100,841
b Gross sales price for all assets on line 6a 1,434,646
7 Capital gain net income (from Part IV, line 2)... 100,841
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 22,892 -2,229  
12 Total. Add lines 1 through 11........ 447,894 422,773  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 125,150 12,515   112,635
14 Other employee salaries and wages......        
15 Pension plans, employee benefits....... 16,728 1,673   15,055
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 13,825 6,912   6,913
c Other professional fees (attach schedule).... Click to see attachment 62,319 37,498   24,821
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 6,809 3,189   10
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 540 0   540
21 Travel, conferences, and meetings....... 41,563 0   4,981
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 118,487 0   118,487
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 385,421 61,787   283,442
25 Contributions, gifts, grants paid....... 998,489 998,489
26 Total expenses and disbursements. Add lines 24 and 25 1,383,910 61,787   1,281,931
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -936,016
b Net investment income (if negative, enter -0-) 360,986
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
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......... 275,439 198,754 198,754
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.......... 20,000 26,038 26,038
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 9,140,284 Click to see attachment9,983,646 9,983,646
c Investments—corporate bonds (attach schedule)....... 4,405,874 Click to see attachment3,919,309 3,919,309
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 816,091 Click to see attachment850,603 850,603
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment49,282 Click to see attachment34,686 Click to see attachment34,686
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 14,706,970 15,013,036 15,013,036
Liabilities 17 Accounts payable and accrued expenses.......... -3,475 9,156
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... -3,475 9,156
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
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 bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 14,710,445 15,003,880
30 Total net assets or fund balances (see instructions)..... 14,710,445 15,003,880
31 Total liabilities and net assets/fund balances (see instructions). 14,706,970 15,013,036
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
14,710,445
2
Enter amount from Part I, line 27a .....................
2
-936,016
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
1,259,596
4
Add lines 1, 2, and 3 ..........................
4
15,034,025
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
30,145
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
15,003,880
Form 990-PF (2018)
Form 990-PF (2018)
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 SCHWAB #2881   2018-05-31 2019-06-30
b
c
d
e
(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 1,434,646   1,333,805 100,841
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       100,841
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 2 100,841
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 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))
2017 1,140,666 14,948,831 0.076305
2016 1,023,814 14,182,128 0.072190
2015 1,185,402 14,090,800 0.084126
2014 938,461 15,085,870 0.062208
2013 736,704 14,318,546 0.051451
2
Total of line 1, column (d) .....................
2
0.346280
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.069256
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
14,694,309
5
Multiply line 4 by line 3......................
5
1,017,669
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
3,610
7
Add lines 5 and 6........................
7
1,021,279
8
Enter qualifying distributions from Part XII, line 4,.............
8
1,281,931
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 (2018)
Form 990-PF (2018)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
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 3,610
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 3,610
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 3,610
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 24,648
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 24,648
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
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 21,038
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet21,038 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see 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 changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletCA
    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 2018 or the taxable year beginning in 2018? See the 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
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    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 addressbulletHTTP://WITHFOUNDATION.ORG
    14
    The books are in care ofbulletRYAN EASTERLY EXECUTIVE DIRECTOR Telephone no.bullet (650) 320-1715

    Located atbullet2225 E BAYSHORE ROAD STE 200PALO ALTOCA ZIP+4bullet94303
    15
    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
    15
     
    16 At any time during calendar year 2018, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country? .................
    16   No
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet  
    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 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 2018?.............
    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 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    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 2018 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 2018.)..................
    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 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (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 4945(d)(4)(A)? 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
     
     
    .........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
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    Part 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
    LYNNE O'HARA PRESIDENT
    10.00     		0 0 0
    2225 EAST BAYSHORE ROAD 200
    PALO ALTO,CA94303
    JOHN O'HARA BOARD MEMBER
    1.00     		0 0 0
    2225 EAST BAYSHORE ROAD 200
    PALO ALTO,CA94303
    PHIL SHEMANSKI TREASURER
    1.00     		0 0 0
    2225 EAST BAYSHORE ROAD 200
    PALO ALTO,CA94303
    JUAN ESPINOZA BOARD MEMBER
    1.00     		0 0 0
    2225 EAST BAYSHORE ROAD 200
    PALO ALTO,CA94303
    ALICE WONG VICE PRESIDENT
    1.00     		0 0 0
    2225 EAST BAYSHORE ROAD 200
    PALO ALTO,CA94303
    STACEY MILBERN SECRETARY
    1.00     		0 0 0
    2225 EAST BAYSHORE ROAD 200
    PALO ALTO,CA94303
    RYAN EASTERLY EXECUTIVE DIRECTOR
    40.00     		125,150 0 0
    2225 EAST BAYSHORE ROAD 200
    PALO ALTO,CA94303
    MEGIE OKUMURA BOARD MEMBER
    1.00     		0 0 0
    2225 EAST BAYSHORE ROAD 200
    PALO ALTO,CA94303
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    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  
    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.........................bullet0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 8
    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
    13,476,067
    b
    Average of monthly cash balances.......................
    1b
    530,686
    c
    Fair market value of all other assets (see instructions)................
    1c
    911,327
    d
    Total (add lines 1a, b, and c).........................
    1d
    14,918,080
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    14,918,080
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    223,771
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    14,694,309
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    734,715
    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.)
    1
    Minimum investment return from Part X, line 6....................
    1
    734,715
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    3,610
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    3,610
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    731,105
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    25,121
    5
    Add lines 3 and 4............................
    5
    756,226
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    756,226
    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
    1,281,931
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    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
    1,281,931
    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
    3,610
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,278,321
    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 (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 756,226
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013...... 29,137
    b From 2014...... 212,195
    c From 2015...... 508,598
    d From 2016...... 334,874
    e From 2017...... 428,758
    fTotal of lines 3a through e........ 1,513,562
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 1,281,931
    a Applied to 2017, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 756,226
    e Remaining amount distributed out of corpus 525,705
    5 Excess distributions carryover applied to 2018. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 2,039,267
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		29,137
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		2,010,130
    10 Analysis of line 9:
    a Excess from 2014.... 212,195
    b Excess from 2015.... 508,598
    c Excess from 2016.... 334,874
    d Excess from 2017.... 428,758
    e Excess from 2018.... 525,705
    Form 990-PF (2018)
    Form 990-PF (2018)
    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 2018, 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) 2018 (b) 2017 (c) 2016 (d) 2015
             
    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 foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    LYNNE O'HARA
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    RYAN EASTERLY
    2225 EAST BAYSHORE ROAD 200
    PALO ALTO,CA94303
    (650) 320-1715
    RYAN@WITHFOUNDATION.ORG
    bThe form in which applications should be submitted and information and materials they should include:
    THREE GRANT CYCLES PER YEAR- TWO OPEN CYCLES AND ONE RFP CYCLE. DURING AN OPEN GRANT CYCLE, APPLICANTS MUST COMPLETE AN ONLINE PRE-APPLICATION QUESTIONNAIRE. FOLLOWING REVIEW OF THE PRE-APPLICATION QUESTIONNAIRE, QUALIFIED ORGANIZATIONS WILL RECEIVE INFORMATION ABOUT THE REQUIREMENTS FOR A FULL PROPOSAL. ALL PRE-APPLICATION QUESTIONNAIRES RECEIVE A RESPONSE. DURING RFP CYCLE, APPLICATIONS FROM UNIVERSITY CENTERS OF EXCELLENCE IN DEVELOPMENTAL DISABILITIES AND LEADERSHIP EDUCATION IN NEURODEVELOPMENTAL AND RELATED DISABILITIES PROGRAMS ARE ENCOURAGED TO APPLY. APPLICATIONS IN RESPONSE TO RFP MUST BE SUBMITTED ONLINE, IN ACCORDANCE WITH INSTRUCTIONS.
    cAny submission deadlines:
    APPLICATIONS MUST BE RECEIVED BY RFP DEADLINE OR THREE MONTHS PRIOR TO BOARD MEETINGS.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    MUST BE 501(C)(3) ORGANIZATION. AWARDS ARE USUALLY MADE FOR PROJECTS DURING ONE-YEAR PERIODS OF SUPPORT. NO SUPPORT FOR POLITICAL CAMPAIGNS, CANDIDATES, LEGISLATION, INDIVIDUALS, EQUIPMENT FOR INDIVIDUALS, ENDOWMENTS OR CAMPAIGNS FOR DEBT REDUCTION, ORGANIZATIONS OUTSIDE THE U.S., PROJECTS THAT DO NOT ADDRESS HEALTHCARE DELIVERY, SPECIFIC THERAPIES OUTSIDE FORMAL HEALTHCARE SETTINGS, OR ADMINISTRATIVE EXPENSES IN EXCESS OF 20 PERCENT OF TOTAL FUNDING REQUEST.
    Form 990-PF (2018)
    Form 990-PF (2018)
    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)
    aPaid during the year
    AMERICAN ACADEMY OF DEVELOPMENTAL MEDICINE & DENTISTRY
    PO BOX 681
    PROSPECT,KY40059     		  PC ANNUAL CONFERENCE 10,000
    AMERICAN ACADEMY OF DEVELOPMENTAL MEDICINE & DENTISTRY
    PO BOX 681
    PROSPECT,KY40059     		  PC SPECIAL PROJECT SUPPORT (YEAR 2 OF 2) 50,000
    ARTHUR A DUGONI SCHOOL OF DENTISTRY
    155 FIFTH STREET
    SAN FRANCISCO,CA94103     		  PC SPECIAL CARE CLINIC (YEAR 2 OF 3) 40,000
    ASIAN AMERICANPACIFIC ISLANDERS IN PHILANTHROPY
    300 FRANK OGAWA PLAZA STE 256
    OAKLAND,CA94612     		  PC CONFERENCE SUPPORT 10,000
    ASSOCIATION OF UNIVERSITY CENTERS ON DISABILITIES (AUCD)
    1100 WAYNE AVE STE 1000
    SILVER SPRING,MD20910     		  PC PROJECT SUPPORT - KEEP HEAT 40,000
    AUTISTIC SELF ADVOCACY NETWORK
    PO BOX 66122
    NW WASHINGTON,DC20035     		  PC SUPPORT - DISABILITY POLICY CENTER 75,000
    BAYLOR COLLEGE OF MEDICINE
    PO BOX 301207
    DALLAS,TX75303     		  PC PROJECT SUPPORT 50,000
    CENTER FOR PUBLIC REPRESENTATION
    22 GREEN STREET
    NORTHHAMPTON,PA01060     		  PC PROJECT SUPPORT 50,000
    DISABILITY RIGHTS EDUCATION & DEFENSE FUND
    3075 ADELINE STREET STE 210
    BERKELY,CA94703     		  PC GENERAL OPERATING SUPPORT 50,000
    DISABILITY VOICES UNITED
    1230 ROSENCRANS AVE STE 650
    MANHATTAN BEACH,CA90266     		  PC PROJECT SUPPORT 37,000
    DREXEL UNIVERSITY
    3219 ARCH STREET
    PHILADELPHIA,PA19104     		  PC PROJECT SUPPORT 40,000
    HOPE COMMUNITY RESOURCES
    540 W INTERNATIONAL ROAD
    ANKORAGE,AK99518     		  PC PROJECT SUPPORT 50,000
    MEDICAL COLLEGE OF VIRGINIA FOUNDATION
    1228 WEST BROAD STREET
    RICHMOND,VA23298     		  PC INFORMED CARE FOR DISABLED ADULTS (YEAR 2 OF 2) 23,589
    NATIONAL COUNCIL ON INDEPENDENT LIVING
    2013 H STREET NW 6TH FLOOR
    WASHINGTON,DC20006     		  PC PROJECT SUPPORT 40,000
    NATIONAL COUNCIL ON INDEPENDENT LIVING
    2013 H STREET NW 6TH FLOOR
    WASHINGTON,DC20006     		  PC CONFERENCE SUPPORT 10,000
    POLICY WORKS INC
    4220 NATURAL BRIDGE ROAD
    TALLAHASSEE,FL32305     		  PC PROJECT SUPPORT 6,000
    SPECIAL CARE ADVOCATES IN DENTISTRY
    105 NORTH JEFFERSON STREET
    SALUDA,SC29138     		  PC CONFERENCE SUPPORT 5,500
    SPECIAL OLYMPICS INC
    1133 19TH STREET NW
    WASHINGTON,DC20036     		  PC SUPPORT - TEAM TRAINERS (YEAR 3 OF 3) 40,000
    SUPPORTED LIFE INSTITUTE
    1010 HURLEY WAY STE 180
    SACRAMENTO,CA95825     		  PC CONFERENCE SUPPORT 6,000
    THE ACHIEVABLE FOUNDATION
    5840 UPLANDER WAY STE 101
    CULVER CITY,CA90230     		  PC PROJECT SUPPORT 40,000
    THE ARC OF THE UNITED STATES
    1825 K STREET NW SUITE 1200
    WASHINGTON,DC20006     		  PC HEALTHCARE POA PROJECT 54,000
    THE ASSOCIATON FOR X & Y CHROMOSONE VARIATIONS (AXYS)
    PO BOX 861
    MENDENHALL,PA19357     		  PC PROJECT SUPPORT 24,000
    THE CHILDREN'S PARTNERSHIP
    811 WILSHIRE BLVD STE 1000
    LOS ANGELES,CA90017     		  PC EVENT SUPPORT 2,400
    THE NATIONAL ALLIANCE TO ADVANCE ADOLESCENT HEALTH
    1615 M STREET NW STE 290
    WASHINGTON,DC20036     		  PC PROJECT SUPPORT (YEAR 1 OF 3) 50,000
    THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
    CGA BOX 0897
    SAN FRANCISCO,CA94143     		  PC PROJECT SUPPORT - ACCESS-TO-CARE INITIATIVE (YEAR 3 OF 3) 50,000
    UC DAVIS CENTER FOR EXCELLENCE IN DEVELOPMENTAL DISABILITIES
    2825 50TH STREET
    SACRAMENTO,CA95817     		  PC SUPPORTED DECISION-MAKING (YEAR 2 OF 2) 40,000
    UC REGENTS
    3333 CALIFORNIA STREET 450
    SAN FRANCISCO,CA94118     		  PC ANNUAL CONFERENCE (YEAR 3 OF 3) 5,000
    UNIVERSITY OF LOUISVILLE RESEARCH FOUNDATION
    300 E MARKET STREET STE 300
    LOUISVILLE,KY40202     		  PC PROJECT SUPPORT 50,000
    UNIVERSITY OF ROCHESTER
    910 GENESEE STREET STE 200
    ROCHESTER,NY14611     		  PC PROJECT SUPPORT 50,000
    Total .................................bullet 3a 998,489
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    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....     14 324,161  
    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 ............     		    18 100,841  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aGRANTS RETURNED     		        25,121
    bPARTNERSHIP LOSS       -2,229  
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 422,773 25,121
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    447,894
    (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.)
    11A RETURN OF PRIOR YEAR GRANTS
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 13
    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) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    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) (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) 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 name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2018 AccountingFeesSchedule
    Name:
    WITH FOUNDATION
    EIN:
    73-1644863
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PROFESSIONAL FEES 13,825 6,912   6,913

    TY 2018 InvestmentsCorpBondsSchedule
    Name:
    WITH FOUNDATION
    EIN:
    73-1644863
    Name of Bond End of Year Book Value End of Year Fair Market Value
    CHARLES SCHWAB - BONDS 3,919,309 3,919,309

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    WITH FOUNDATION
    EIN:
    73-1644863
    Name of Stock End of Year Book Value End of Year Fair Market Value
    CHARLES SCHWAB - STOCKS 9,484,414 9,484,414
    CHARLES SCHWAB - ETF'S 499,232 499,232

    TY 2018 InvestmentsOtherSchedule2
    Name:
    WITH FOUNDATION
    EIN:
    73-1644863
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    LEGACY VENTURE VII - PARTNERSHIP INTEREST AT COST 850,603 850,603

    TY 2018 OtherAssetsSchedule
    Name:
    WITH FOUNDATION
    EIN:
    73-1644863
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    ACCRUED INTEREST 41,632 34,686 34,686
      6,500 0 0
      1,150    


    TY 2018 OtherDecreasesSchedule
    Name:
    WITH FOUNDATION
    EIN:
    73-1644863
    Description Amount
    ADJUSTMENT - COST OF PARTNERSHIP INTEREST 30,145


    TY 2018 OtherExpensesSchedule
    Name:
    WITH FOUNDATION
    EIN:
    73-1644863
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BOARD EXPENSES 1,394 0   1,394
    OFFICE EXPENSE 14,341 0   14,341
    LICENSES AND FEES 150 0   150
    MEMBERSHIPS 102,602 0   102,602


    TY 2018 OtherIncomeSchedule2
    Name:
    WITH FOUNDATION
    EIN:
    73-1644863
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    GRANTS RETURNED 25,121   25,121
    PARTNERSHIP LOSS -2,229 -2,229 -2,229


    TY 2018 OtherIncreasesSchedule
    Name:
    WITH FOUNDATION
    EIN:
    73-1644863
    Description Amount
    INCREASE IN UNREALIZED APPRECIATION 1,259,596


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    WITH FOUNDATION
    EIN:
    73-1644863
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CONSULTING FEES 9,771 0   9,771
    INVESTMENT EXPENSE 37,498 37,498   0
    COMMUNICATIONS 15,050 0   15,050


    TY 2018 TaxesSchedule
    Name:
    WITH FOUNDATION
    EIN:
    73-1644863
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAX 3,610 0   0
    FOREIGN TAXES 3,189 3,189   0
    STATE EXEMPT ORGANIZATION FILING FEE 10 0   10