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 01-01-2018 , and ending 12-31-2018
Name of foundation
WITHINGTON FOUNDATION INC
C/O ANDREW K ROOKE
Number and street (or P.O. box number if mail is not delivered to street address)7029 SHEAFF LANE
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
FORT WASHINGTON, PA19034
A Employer identification number

22-3291812
B Telephone number (see instructions)

(215) 591-9573
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$18,187,522J 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 4,000 4,000  
4 Dividends and interest from securities... 344,866 344,866  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,711,690
b Gross sales price for all assets on line 6a 7,665,572
7 Capital gain net income (from Part IV, line 2)... 1,711,690
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 -135,772 -135,772  
12 Total. Add lines 1 through 11........ 1,924,784 1,924,784  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment 158,017 158,017   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 5,295 2,661   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 40,799 40,799   0
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 78,237 78,237   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 282,348 279,714   0
25 Contributions, gifts, grants paid....... 907,660 907,660
26 Total expenses and disbursements. Add lines 24 and 25 1,190,008 279,714   907,660
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 734,776
b Net investment income (if negative, enter -0-) 1,645,070
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......... 766,287 308,087 308,087
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)....... 10,350,756 Click to see attachment11,956,270 14,197,312
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).......... 10,480 0 0
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment4,087,207 Click to see attachment3,682,123 Click to see attachment3,682,123
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 15,214,730 15,946,480 18,187,522
Liabilities 17 Accounts payable and accrued expenses.......... 1,845 220
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)......... 1,845 220
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.................. 15,212,885 15,946,260
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........    
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 instructions)..... 15,212,885 15,946,260
31 Total liabilities and net assets/fund balances (see instructions). 15,214,730 15,946,480
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
15,212,885
2
Enter amount from Part I, line 27a .....................
2
734,776
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
15,947,661
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
1,401
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
15,946,260
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 JPM 9002 P 2018-01-01 2018-12-31
b JPM 9002 P 2018-01-01 2018-12-31
c JPM 9002 P 2018-01-01 2018-12-31
d LT GAIN FROM K-1 P 2018-01-01 2018-12-31
e ML 3311 P 2018-01-01 2018-12-31
ML 3311 P 2018-01-01 2018-12-31
ML 3311 P 2018-01-01 2018-12-31
ML 4493 P 2018-01-01 2018-12-31
ML 4493 P 2018-01-01 2018-12-31
NT 9714 P 2018-01-01 2018-12-31
NT 9714 P 2018-01-01 2018-12-31
CAPITAL GAINS DIVIDENDS P    
(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 7,452     7,452
b     125,052 -125,052
c 5,806,226   4,603,884 1,202,342
d 25     25
e 22,281   25,818 -3,537
415,862   262,996 152,866
476,464   201,209 275,255
3,352   3,100 252
81,779   91,982 -10,203
69,872   61,211 8,661
781,957   578,630 203,327
302     302
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       7,452
b       -125,052
c       1,202,342
d       25
e       -3,537
      152,866
      275,255
      252
      -10,203
      8,661
      203,327
      302
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 1,711,690
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 921,400 20,380,826 0.045209
2016 1,009,000 18,559,336 0.054366
2015 1,015,200 20,702,391 0.049038
2014 1,090,330 20,631,742 0.052847
2013 1,000,496 16,428,070 0.060902
2
Total of line 1, column (d) .....................
2
0.262362
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
0.052472
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
19,848,350
5
Multiply line 4 by line 3......................
5
1,041,483
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
16,451
7
Add lines 5 and 6........................
7
1,057,934
8
Enter qualifying distributions from Part XII, line 4,.............
8
907,660
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 32,901
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 32,901
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 32,901
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 0
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 0
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 32,901
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet   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? ....................
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)
    bulletNJ
    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 addressbulletN/A
    14
    The books are in care ofbulletANDREW K ROOKE Telephone no.bullet (610) 940-1660

    Located atbullet7029 SHEAFF LANEFT WASHINGTONPA ZIP+4bullet19034
    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
     
     
    ........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
    ANDREW K ROOKE PRESIDENT
    20.00     		0 0 0
    7029 SHEAFF LANE
    FORT WASHINGTON,PA19034
    TAYLOR ROOKE VICE PRESIDENT
    5.00     		0 0 0
    422 N BELLEVUE AVE
    WAYNE,PA19087
    CHARLES C ROOKE SECRETARY TREASURER
    10.00     		0 0 0
    PO BOX 675882
    RANCHO SANTA FE,CA92067
    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
    15,716,953
    b
    Average of monthly cash balances.......................
    1b
    750,923
    c
    Fair market value of all other assets (see instructions)................
    1c
    3,682,733
    d
    Total (add lines 1a, b, and c).........................
    1d
    20,150,609
    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
    20,150,609
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    302,259
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    19,848,350
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    992,418
    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
    992,418
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    32,901
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    32,901
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    959,517
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    959,517
    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
    959,517
    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
    907,660
    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
    907,660
    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
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    907,660
    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 7 959,517
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 152,960
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013......  
    b From 2014......  
    c From 2015......  
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 907,660
    a Applied to 2017, but not more than line 2a 152,960
    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..... 754,700
    e Remaining amount distributed out of corpus 0
    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 0
    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 ..........     		204,817
    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) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018....  
    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).)
    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 email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (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
    ABRAMSON CANCER CENTER
    3400 CIVIC CENTER BLVD
    PHILADELPHIA,PA19104     		    GENERAL SUPPORT 84,000
    ALZHEIMER'S SAN DIEGO
    6632 CONVOY CT
    SAN DIEGO,CA92111     		    ALZHEIMERS SUPPORT 25,000
    BANCROFT
    1255 CALDWELL RD
    CHERRY HILL,NJ08034     		    GENERAL SUPPORT 5,000
    BONNIE BRAE SCHOOL
    3415 VALLEY ROAD PO BOX 825
    LIBERTY CORNER,NJ07920     		    GENERAL SUPPORT 2,600
    BOYS & GIRLS CLUB SD
    3800 MYKONOS LN
    SAN DIEGO,CA92130     		    GENERAL SUPPORT 5,000
    BUCKNELL UNVERSITY
    301 MARKET ST SUITE 2
    LEWISBURG,PA17837     		    GENERAL UNIVERSITY FUNDING SUPPORT 100,000
    CAMPERDOWN ACADEMY
    501 HOWELL RD
    GREENVILLE,SC29615     		    DYSLEXIA IN CHILDREN 17,500
    CANCER SOCIETY OF GREENVILLE COUNTY
    113 MILLS AVE
    GREENVILLE,SC29605     		    CANCER SUPPORT RESEARCH 3,500
    CHILDREN'S HOSPITAL SAN DIEGO
    3020 CHILDRENS WAY
    SAN DIEGO,CA92123     		    PEDIATRIC HEALTH CENTER 10,000
    CHRIST CHURCH EPISCOPAL
    10 N CHURCH ST
    GREENVILLE,SC29601     		    GENERAL SUPPORT 5,000
    CHRIST CHURCH EPISCOPAL SCHOOL
    245 CAVALIER DR
    GREENVILLE,SC29607     		    UNDERGRADUATE EDUCATIONAL FUNDING 155,000
    COLBY SAWYER COLLEGE
    541 MAIN STREET
    NEW LONDON,NH03257     		    GENERAL SUPPORT 25,000
    COMMUNITY FOUNDATION OF GREENVILLE
    60 E WASHINGTON ST SUITE A
    GREENVILLE,SC29601     		    SUPPORT GREENVILLE COMMUNITY 2,500
    COMMUNITY PARTNERSHIP SCHOOL
    1936 N JUDSON ST
    PHILADELPHIA,PA19121     		    INDEPENDENT ELEMENTRY SCHOOL 160,110
    COMPUTER TO SD KIDS
    8324 MIRAMAR MALL
    SAN DIEGO,CA92121     		    COMPUTERS FOR UNDERPRIVILEGED CHILDREN 15,000
    DARTMOUTH COLLEGE
    6066 DEVELOPMENT OFFICE
    HANOVER,NH03755     		    EDUCATIONAL SUPPORT 10,000
    FAIRFIELD UNIVERSITY
    1073 N BENSON RD
    FAIRFIELD,CT06824     		    GENERAL UNIVERSITY FUNDING SUPPORT 5,000
    FAIRFIELD VARSITY ATHLETICS
    1073 N BENSON RD
    FAIRFIELD,CT06824     		    GENERAL SUPPORT 5,000
    FURMAN UNIVERSITY
    3300 POINSETT HWY
    GREENVILLE,SC29613     		    EDUCATIONAL SUPPORT 7,500
    HIGHLAND HISTORICAL SOCIETY
    7001 SHEAFF LN
    FORT WASHINGTON,PA19034     		    PRESERVATION OF HISTORICAL SITES 1,000
    INDEPENDENCE SEAPORT MUSEUM
    211 S COLUMBUS BLVD
    PHILADELPHIA,PA19106     		    GENERAL SUPPORT 10,000
    JASMINE ROAD
    PO BOX 25452
    GREENVILLE,SC29616     		    GENERAL SUPPORT 2,500
    KANAWHA VALLEY FELLOWSHIP HOME
    1121 VIRGINIA ST E
    CHARLESTON,WV25301     		    GENERAL SUPPORT 10,000
    LA JOLLA COUNTRY DAY
    9490 GENESEE AVE
    LA JOLLA,CA92037     		    COLLEGE PREP TO DEVELOP SCHOLARS 12,000
    LA JOLLA PLAYHOUSE
    2910 LA JOLLA VILLAGE DR
    LA JOLLA,CA92037     		    SUPPORT INNOVATIVE COMPELLING THEATER 5,000
    MAIN LINE ANIMAL RESCUE
    1149 PIKE SPRINGS ROAD
    PHOENIXVILLE,PA19460     		    GENERAL SUPPORT 2,500
    MIRACLE BABIES
    8745 AERO DR 111
    SAN DIEGO,CA92123     		    GENERAL SUPPORT 26,000
    MORRISTOWN BEARD SCHOOL
    70 WHIPPANY RD
    MORRISTOWN,NJ07960     		    EDUCATIONAL SUPPORT 25,000
    NATIONAL CONSTITUTION CENTER
    525 ARCH ST
    PHILADELPHIA,PA19106     		    GENERAL SUPPORT 2,500
    OPERATION MEND
    924 WESTWOOD BLVD SUITE 400
    LOS ANGELES,CA90095     		    GENERAL SUPPORT 5,000
    PRESERVING THE LOVE
    125 SOUTH 9TH ST SUITE 600
    PHILADELPHIA,PA19107     		    GENERAL SUPPORT 1,200
    ROLLINS COLLEGE
    1000 HOLT AVE
    WINTER PARK,FL32789     		    EDUCATIONAL SUPPORT 7,500
    SCRIPPS HEALTH FOUNDATION
    4275 CAMPUS POINT CT
    SAN DIEGO,CA92121     		    CARIOVASCULAR TREATMENT 37,500
    SNAP
    1600 PACIFIC HWY
    SAN DIEGO,CA92101     		    SOLUTION FOR PET OVER POPULATION 15,000
    ST ANDREWS PRIORY
    224 QUEEN EMMA SQUARE
    HONOLULU,HI96813     		    SUPPORT OF ALL GIRLS EDUCATION 25,000
    ST THOMAS'S CHURCH
    PO BOX 247
    FORT WASHINGTON,PA19034     		    SUPPORT THE CHURCH 10,000
    THE COMMUNITY SCHOOL
    PO BOX 2118
    SUN VALLEY,ID83353     		    EDUCATIONAL FUNDING 3,000
    UNIVERSITY OF DENVER
    2199 S UNIVERSITY BLVD
    DENVER,CO80208     		    SUPPORT THE ANNUAL FUND 25,000
    WEST VIRGINIA UNIVERSITY
    PO BOX 1650
    MORGANTOWN,WV26507     		    SUPPORT WV UNIVERSITY 5,000
    WSCGA JUNIOR GOLF FOUNDATION
    PO BOX 291869
    COLUMBIA,SC29229     		    GENERAL SUPPORT 2,500
    YMCA OF GREENVILLE
    721 CLEVELAND ST
    GREENVILLE,SC29601     		    SUPPORT YOUNG MEN'S HEALTH & ATHLETE 2,500
    CORNERSTONE FAMILY PROGRAMS
    80 WASHINGTON ST
    MORRISTOWN,NJ07960     		    SUPPORT SOCIAL SERVICE ORGANIZATION 13,000
    FIRST TEE OF UPSTATE
    1168 N PLEASANTBURG
    GREENVILLE,SC29607     		    GENERAL SUPPORT 2,500
    HPCWRV
    507 1ST AVE N
    KETCHUM,ID83340     		    GENERAL SUPPORT 2,500
    LEWISBURG CEMETARY
    PO BOX 271201 S 7TH ST
    LEWISBURG,PA17837     		    GENERAL SUPPORT 250
    ST MARY'S EPISCOPAL CHURCH
    104 LOUELLA AVE
    WAYNE,PA19087     		    GENERAL SUPPORT 1,000
    THE PECK SCHOOL
    247 SOUTH ST
    MORRISTOWN,NJ07960     		    EDUCATIONAL SUPPORT 10,000
    Total .................................bullet 3a 907,660
    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 ...........     		    14 4,000  
    4 Dividends and interest from securities....     14 344,866  
    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.....     14 136,947  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 1,711,690  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aORDINARY INCOME/(LOSS) FROM K-1     		    14 -66,422  
    bNET RENTAL REAL ESTATE INCOME/(LOSS) FROM K-1'S     14 -206,297  
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 1,924,784 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    1,924,784
    (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.)
    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 InvestmentsCorpStockSchedule
    Name:
    WITHINGTON FOUNDATION INC
     
    C/O ANDREW K ROOKE
    EIN:
    22-3291812
    Name of Stock End of Year Book Value End of Year Fair Market Value
    3M COMPANY 38,265 95,270
    AAPL - APPLE INC COM STK 62,064 315,480
    ABT - ABBOTT LAB COM 10,543 18,083
    AIR PRODUCTS & CHEM 36,569 80,025
    ALLERGAN PLC 72,000 66,830
    ALPHABET INC SHS CL A 54,938 156,744
    ALPHABET INC SHS CL C 54,762 155,342
    AMAZON COM INC AMZN 83,492 150,197
    AMER EXPRESS COMPANY 27,950 47,660
    ANADARKO PETE CORP 69,588 43,840
    AT&T INC 31,621 28,540
    BAXTER INTERNTL INC 14,513 32,910
    BECTON DICKINSON CO 41,641 112,660
    BERKSHIRE HATHAWAYINC 35,937 102,090
    BLACK HILLS CORP 13,490 31,390
    BOEING COMPANY 25,921 129,000
    BRANDYWNE RLTY T SBI NEW 26,651 25,740
    BRISTOL-MYERS SQUIBB CO 17,763 25,990
    CANADIAN PACIFIC RAILWAY 60,991 71,048
    CATERPILLAR INC DEL 27,404 63,535
    CELG - CELGENE CORP COM 33,858 64,090
    CHEVRON CORP 44,072 65,274
    CITIGROUP INC COM NEW 33,589 46,854
    COCA COLA COM 30,607 56,820
    COGNIZANT TECH SOLUTNS A 6,213 31,740
    COLGATE PALMOLIVE 31,900 59,520
    COMCAST CORP NEW CL A 40,850 51,075
    CONSOLIDATED EDISON INC 20,400 38,230
    CORNING INC - GLW 26,866 30,210
    DISNEY (WALT) CO COM STK 14,010 54,825
    DUKE ENERGY CORP NEW 40,263 43,150
    DUPONT E I DE NEMOURS 18,795 34,281
    EASTMAN CHEMICAL CO COM 39,023 36,555
    ELI LILLY & CO 37,442 63,646
    EOG RESOURCES INC 25,518 26,163
    EVERSOURCE ENERGY COM 15,010 32,520
    EXXON MOBIL CORP COM 38,080 68,190
    FACEBOOK INC 135,128 131,090
    FACTSET RESH SYS INC 30,255 100,065
    FEDEX CORP DELAWARE COM 43,801 80,665
    FIRST TR EXCHANGE TRADED 165,400 285,817
    GENL DYNAMICS CORP COM 27,462 31,442
    HDFC BANK LTD ADR 31,596 51,795
    HEALTH CARE SELECT SPDR 60,917 86,510
    HERSHEY COMPANY 53,342 85,744
    HOME DEPOT INC 46,536 128,865
    HONEYWELL INTL INC DEL 11,181 66,060
    INGERSOLL-RAND PLC 40,069 91,230
    INTL BUSINESS MACHINES 53,916 56,835
    INTL PAPER CO 105,597 121,080
    INTUIT INC COM 27,260 49,213
    ISHARES CORE U.S. 111,647 106,490
    ISHARES MSCI EAFE 109,062 94,048
    ISHARES MSCI EMERGING 61,880 58,590
    ISHARES MSCI INDIA 40,380 40,008
    ISHARES NASDAQ BIOTECH 53,788 202,503
    ISHARES TIPS 229,612 219,020
    JPMORGAN CHASE & CO 43,443 97,620
    KELLOGG CO 31,012 28,505
    KHC - KRAFT HEINZ CO COM 37,964 21,520
    L-3 COMMNCTNS HLDGS 56,760 86,830
    LAM RESEARCH CORP COM 72,597 136,170
    MCDONALDS CORP COM 30,415 88,785
    MCKESSON CORPORATION COM 29,428 66,282
    MICROSOFT CORP 20,760 40,628
    MIMEDX GROUP INC - ML 4492 46,913 8,538
    MRI INTERVENTIONS INC 61,110 3,140
    NESTLE S A REP RG SH ADR 39,880 80,960
    NORFOLK SOUTHERN CORP 38,155 74,770
    ORACLE CORP $0.01 DEL 36,454 56,438
    OWENS CORNING INC 50,219 32,985
    PEAPACK-GLADSTONE F CORP 25,806 25,180
    PEPSICO INC 52,983 77,336
    PPL CORPORATION 30,628 53,827
    PROCTER & GAMBLE CO 32,060 91,920
    ROBO GLOBAL ROBOTICS ROBO 126,721 139,965
    ROCHE HLDG LTD SPN ADR 24,615 31,080
    SALESFORCE COM INC 34,299 68,485
    SCHLUMBERGER LTD 72,506 36,080
    SIEMENS AG ADR 77,062 78,512
    SIMON PROPERTY GROUP DEL 30,669 104,322
    SPDR GOLD TRUST 177,318 181,875
    SPDR INDEX SHS FDS 72,425 74,725
    SPDR S P BIOTECH 46,091 107,625
    STANLEY BLACK & DECKER 29,870 59,870
    STRYKER CORP 44,917 109,725
    TALLGRASS ENERGY GP CL A - ML 4493 18,682 23,512
    TELUS CORP COM 28,454 33,140
    UBS E-TRACS ALERIAN MLP 77,824 59,310
    UGI CORP NEW 16,300 53,350
    UNILEVER PLC NEW - UL 58,227 62,700
    UNION PACIFIC CORP 32,111 138,230
    UNITED HEALTH GROUP INC UNH 84,692 124,560
    UNITED PARCEL SVC CL B 104,315 124,351
    UNITED TECHS CORP COM 20,200 53,240
    URBAN EDGE PROPERTIES 47,647 33,240
    VANGUARD INFORMATION 117,165 166,830
    VANGUARD TOTAL BOND MKT 410,824 396,050
    VERIZON COMMUNICATNS COM 35,414 56,220
    VISA INC CL A SHRS 54,612 92,358
    VODAFONE GROUP PLC SHS 30,117 19,280
    WAL-MART STORES INC 45,089 69,863
    XYLEM INC SHS 47,028 66,720
    AMERICAN WTR WKS CO INC 79,904 90,770
    AQUA AMERICA INC 34,560 34,190
    JOHNSON AND JOHNSON COM 0 129,050
    JOHNSON CONTROLS INTER 30,389 23,720
    ISHARES TR RUSSELL 2000 248,228 200,850
    ISHARES MSCI JAPAN ETF 30,380 25,345
    JPMORGAN ALERIAN MLP 112,196 89,280
    SPDR BLMBRG BARCLAYS 51,250 46,790
    TARGA RESOURCES CORP - ML 4493 21,775 14,984
    WILLIAMS COMPANIES DEL - ML 4493 30,184 22,667
    ALPS ALERIAN MLP ETF - ML 4493 5,236 4,688
    ENERGY SELECT SECTOR SPDR - JPM 9002 133,222 99,273
    FIDELITY 500 INDEX FD-AL - JPM 9002 2,069,437 1,860,515
    FINANCIAL SELECT SECTOR SPDR 122,992 102,188
    HEALTH CARE SELECT SECTOR - JPM 9002 270,571 276,140
    ISHARES EDGE MSCI USA VALUE - JPM 9002 174,284 149,857
    ISHARES CORE DIVIDEND GROWTH - JPM 9002 285,667 269,621
    VANGUARD INFO TECH ETF - JPM 9002 405,110 376,368
    ISHARES CORE S&P SMALL-CAP ETF - JPM 9002 129,649 101,277
    FIDELITY INTERNATIONAL INDEX FUND - JPM 9002 1,727,698 1,471,780
    JPMORGAN BETABUILDERS CANADA ETF - JPM 9002 229,361 212,013
    JPMORGAN BETABUILDERS EUROPE - ETF - JPM 9002 163,147 159,880
    JPMORGAN BETABUILDERS JAPAN - ETF - JPM 9002 55,221 52,462
    ISHARES EDGE MSCI MIN VOL - JPM 9002 102,600 104,365

    TY 2018 OtherAssetsSchedule
    Name:
    WITHINGTON FOUNDATION INC
     
    C/O ANDREW K ROOKE
    EIN:
    22-3291812
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    FSP ENERGY TOWER I CORP 79,932 79,932 79,932
    HUFF ENERGY FUND 1,615,274 1,503,236 1,503,236
    CARDIO VASCULAR INC 479,700 479,700 479,700
    MRI INVERVENTIONS 340,411 340,411 340,411
    MLP INVESTMENTS 271,953 199,246 199,246
    CURTIS INVESTORS 1,285,819 1,079,597 1,079,597
    DUE FROM NB CROSSROADS 14,117 0 0
    MRI INVERVENTIONS 1 1 1


    TY 2018 OtherDecreasesSchedule
    Name:
    WITHINGTON FOUNDATION INC
     
    C/O ANDREW K ROOKE
    EIN:
    22-3291812
    Description Amount
    BOOK TAX DIFFERENCE 1,401


    TY 2018 OtherExpensesSchedule
    Name:
    WITHINGTON FOUNDATION INC
     
    C/O ANDREW K ROOKE
    EIN:
    22-3291812
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    N/D EXPENSES FROM K-1'S 65 65   0
    EXPENSES FROM K-1'S 77,885 77,885   0
    OTHER FEES 287 287   0


    TY 2018 OtherIncomeSchedule2
    Name:
    WITHINGTON FOUNDATION INC
     
    C/O ANDREW K ROOKE
    EIN:
    22-3291812
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    1231 INCOME FROM K-1'S 101 101 101
    OTHER INCOME FROM K-1'S 18,861 18,861 18,861
    ORDINARY GAIN FROM PTP SALES 113,175 113,175 113,175
    OTHER INCOME 4,810 4,810 4,810
    ORDINARY INCOME/(LOSS) FROM K-1 -66,422 -66,422 -66,422
    NET RENTAL REAL ESTATE INCOME/(LOSS) FROM K-1'S -206,297 -206,297 -206,297


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    WITHINGTON FOUNDATION INC
     
    C/O ANDREW K ROOKE
    EIN:
    22-3291812
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PORTFOLIO MANAGEMENT FEES 126,012 126,012   0
    LEGAL FEES 171 171   0
    ACCOUNTING FEES 31,834 31,834   0


    TY 2018 TaxesSchedule
    Name:
    WITHINGTON FOUNDATION INC
     
    C/O ANDREW K ROOKE
    EIN:
    22-3291812
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES PAID 2,653 2,653   0
    FOREIGN TAXES PAID FROM K-1'S 8 8   0
    EXCISE TAX 2,634 0   0