TY 2011 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation

Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0052

2011

For calendar year 2011, or tax year beginning 01-01-2011 , and ending 12-31-2011

Check all that apply:Initial returnInitial return of a former public charityFinal return

Amended returnAddress changeName change

Name of foundation
PROCTOR-MULLIGAN FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1525 W WT HARRIS BLVD D1114-044 Room/suite

City or town, state, and ZIP code
CHARLOTTE, NC28288

A Employer identification number

43-6880485

B Telephone number (see page 10 of the instructions)

(336) 747-8190

C If exemption application is pending, check here bullet

D 1. Foreign organizations, check here . bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation 2. Foreign organizations meeting the 85% test,
check here and attach computation bullet

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

$5,580,143J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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

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

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	132,520		131,429
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		69,599
b	Gross sales price for all assets on line 6a 2,347,246
7	Capital gain net income (from Part IV, line 2)...			69,599
8	Net short-term capital gain.........				0
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).......		663
12	Total. Add lines 1 through 11........	202,782		201,028
13	Compensation of officers, directors, trustees, etc.	52,942		39,707		13,236
14	Other employee salaries and wages......			0	0	0
15	Pension plans, employee benefits.......			0	0
16a	Legal fees (attach schedule).........					0
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....					0
17	Interest...............					0
18	Taxes (attach schedule) (see page 14 of the instructions)		1,915	1,249		0
19	Depreciation (attach schedule) and depletion...		0	0
20	Occupancy..............
21	Travel, conferences, and meetings.......			0	0
22	Printing and publications..........			0	0
23	Other expenses (attach schedule).......		26	26
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	54,883		40,982	0	13,236
25	Contributions, gifts, grants paid........	237,801				237,801
26	Total expenses and disbursements. Add lines 24 and 25	292,684		40,982	0	251,037
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-89,902
b	Net investment income (if negative, enter -0-)			160,046
c	Adjusted net income (if negative, enter -0-)...				0

For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.

Cat. No. 11289X Form 990-PF (2011)

Form 990-PF (2011)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............		2,558	2,558
	2	Savings and temporary cash investments..........	69,586	317,112	317,112
	3	Accounts receivable
		Less: allowance for doubtful accounts		0	0
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts 0
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)	723,187	122,253	136,701
	b	Investments—corporate stock (attach schedule)........	3,632,188	4,151,721	4,489,570
	c	Investments—corporate bonds (attach schedule)........	816,161	555,766	634,202
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........			0
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	5,241,122	5,149,410	5,580,143
	17	Accounts payable and accrued expenses..........
	18	Grants payable...................
	19	Deferred revenue..................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22)..........		0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........	5,241,122	5,149,410
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	5,241,122	5,149,410
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	5,241,122	5,149,410

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	5,241,122
2	Enter amount from Part I, line 27a.....................	2	-89,902
3	Other increases not included in line 2 (itemize)	3	33
4	Add lines 1, 2, and 3..........................	4	5,151,253
5	Decreases not included in line 2 (itemize)	5	1,843
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	5,149,410

Form 990-PF (2011)

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	25000. ABBOTT LABORATORIES 3.750% 3/15/11		2008-03-05	2011-03-15
b	2000. AGILENT TECHNOLOGIES INC COM		2009-03-31	2011-07-27
c	135. ALEXANDRIA REAL ESTATE EQUITIES INC COM W/RIGHTS ATTACHED EXP 2/1		2007-12-31	2011-07-27
d	2705. AUTOMATIC DATA PROCESSING INC COM		2008-05-21	2011-07-27
e	1775. AVERY DENNISON CORP COM		2008-05-21	2011-07-27
	180. AVON PRODS INC COM W/RTS ATTACHED		2005-09-08	2011-07-27
	7396.272 AMERICAN EUROPACIFIC GRTH CL F2 #616		2008-05-22	2011-07-27
	10000. FEDERAL HOME LN MTG CORP BD DTD 03/15/2001 5.625% 03/15/2011		2002-07-26	2011-03-15
	800. FEDEX CORP COM		2007-12-31	2011-07-27
	560. FORWARD AIR CORP COM W/ RTS ATTACHED EXP 05/18/2009		2006-09-08	2011-07-27
	3500. FORWARD HOOVER SM CAP EQ-I #103		2009-03-31	2011-07-27
	850. FRANKLIN RES INC COM		2008-03-25	2011-07-27
	3055. HENRY JACK & ASSOC INC COM		2009-03-31	2011-07-27
	2175. ILLINOIS TOOL WORKS INC COM		2008-05-21	2011-07-27
	3500. LOWES COS INC COM W/RIGHTS ATTACHED EXPIRING 9/9/2008		2008-04-29	2011-07-27
	3000. OWENS ILLINOIS INC COM NEW		2008-11-18	2011-07-27
	1675. PATTERSON COS INC		2007-12-31	2011-07-27
	5130. PFIZER INC COM W/RTS ATTACHED EXP 10/15/2007		2008-05-21	2011-07-27
	240. PROLOGIS INC		2007-12-31	2011-07-27
	1890. QUEST DIAGNOSTICS INC COM		2008-03-25	2011-07-27
	300. SCOTTS CO CL A		2008-03-25	2011-07-27
	500. SECTO SPDR TRUST (ENERGY) SHARES OF BENEFICIAL INTEREST		2008-05-21	2011-07-27
	1305. SEMPRA ENERGY COM		2009-03-31	2011-07-27
	800. SHERWIN WILLIAMS CO COM W/RTS ATTACHED EXP 04/22/2007		2008-04-29	2011-07-27
	1410. SIGMA ALDRICH CORP COM		2008-05-21	2011-07-27
	1275. SMITH & NEPHEW PLC SPDN ADR NEW		2007-12-31	2011-07-27
	31513.025 TEMPLETON FOREIGN FD - ADV #604		2008-05-22	2011-07-27
	9000. UNITED STATES TREAS DTD 2/15/2001 5% 02/15/2011		2002-07-16	2011-02-15
	1040. WAL MART STORES INC COM		2008-05-21	2011-12-05
	1000. WEIGHT WATCHERS INTL INC COM		2007-12-31	2011-07-27
	2100. NOBLE CORPORATION		2008-11-18	2011-07-27
	CAPITAL GAIN DIVIDENDS	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	25,000	25,369	-369
b	86,422	30,840	55,582
c	11,154	13,506	-2,352
d	142,468	115,522	26,946
e	57,787	91,565	-33,778
	5,058	5,760	-702
	315,081	331,770	-16,689
	10,000	10,546	-546
	71,911	71,688	223
	17,920	18,227	-307
	60,760	38,745	22,015
	109,470	95,338	14,132
	89,204	49,522	39,682
	110,271	107,285	2,986
	79,168	84,621	-5,453
	78,479	57,671	20,808
	52,606	56,853	-4,247
	100,136	111,680	-11,544
	8,453	10,662	-2,209
	103,861	96,792	7,069
	15,291	10,449	4,842
	38,929	44,594	-5,665
	67,522	59,847	7,675
	62,471	42,656	19,815
	96,753	66,772	29,981
	68,760	70,518	-1,758
	230,675	362,646	-131,971
	9,000	9,253	-253
	60,457	55,170	5,287
	76,799	43,770	33,029
	77,909	88,010	-10,101
			46

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			-369
b			55,582
c			-2,352
d			26,946
e			-33,778
			-702
			-16,689
			-546
			223
			-307
			22,015
			14,132
			39,682
			2,986
			-5,453
			20,808
			-4,247
			-11,544
			-2,209
			7,069
			4,842
			-5,665
			7,675
			19,815
			29,981
			-1,758
			-131,971
			-253
			5,287
			33,029
			-10,101

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	69,599
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 pages 13 and 17 of the instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . .		3

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2010	248,033	5,286,859	0.046915
2009	192,581	4,765,405	0.040412
2008	62,752	4,592,483	0.013664
2007	67,434	1,404,277	0.04802
2006	63,192	1,245,616	0.050732

2	Total of line 1, column (d) ......................	2	0.199743
3	Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years. . .	3	0.039949
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	5,727,535
5	Multiply line 4 by line 3.......................	5	228,807
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	1,600
7	Add lines 5 and 6.........................	7	230,407
8	Enter qualifying distributions from Part XII, line 4..............	8	251,037
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 on page 18.

Form 990-PF (2011)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	1,600
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2	0
3	Add lines 1 and 2............................	3	1,600
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	1,600
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a	888
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

7	Total credits and payments. Add lines 6a through 6d..............		7	888
8	Enter any penalty for underpayment of estimated tax. Check hereif 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.......		9	712
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2012 estimated tax	Refunded	11	0

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of

the instructions for definition)?............................

If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

If “Yes,” attach a detailed description of the activities.

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

Yes

Enter the states to which the foundation reports or with which it is registered (see page 19 of the

instructions) bullet

If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2011 or the taxable year beginning in 2011 (see instructions for Part XIV on

page 27)? If “Yes,” complete Part XIV..........................

Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......

Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

The books are in care of bullet

WELLS FARGO BANK NA Telephone no. bullet

(336) 747-8190

Located at bullet

1 W 4TH ST - 2ND FLOORWINSTONSALEMNC ZIP+4 bullet

27150

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

At any time during calendar year 2011, did the foundation have an interest in or a signature or other authority over

a bank, securities, or other financial account in a foreign country? .................

See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet

Form 990-PF (2011)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

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

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

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

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

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check “No”

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...

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

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2011?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2011, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2011?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business

enterprise at any time during the year?.....................YesNo

If “Yes,” did it have excess business holdings in 2011 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 2011.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2011?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

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

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

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

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...YesNo

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

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

If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?

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

If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

If “Yes,” attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay

premiums on a personal benefit contract?....................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If “Yes” to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

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

Form 990-PF (2011)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the 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
WELLS FARGO BANK NA	Trustee 40	52,942
1525 WEST WT HARRIS BLV D1114-044 CHARLOTTE,NC282881161	Trustee 40	52,942

2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions). If none, enter “NONE.”
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









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

3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Form 990-PF (2011)

Page 7

Part IX-B

Summary of Program-Related Investments (see page 23 of the instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1


2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3.......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see page 24 of the instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

5,535,417

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

279,339

Fair market value of all other assets (see page 24 of the instructions)............

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

5,814,756

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

5,814,756

Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25

of the instructions) ...........................

87,221

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

5,727,535

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

286,377

Part XI

Distributable Amount (see page 25 of the instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

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

286,377

Tax on investment income for 2011 from Part VI, line 5......

1,600

Income tax for 2011. (This does not include the tax from Part VI.)...

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

1,600

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

284,777

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

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

284,777

Deduction from distributable amount (see page 25 of the instructions)...........

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

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

284,777

Part XII

Qualifying Distributions (see page 25 of the instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

251,037

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

251,037

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 page 26 of the instructions)............

1,600

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

249,437

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 (2011)

Page 8

Part XIII

Undistributed Income (see page 26 of the instructions)

		(a) Corpus	(b) Years prior to 2010	(c) 2010	(d) 2011
1 Distributable amount for 2011 from Part XI, line 7					284,777
2 Undistributed income, if any, as of the end of 2011:
a Enter amount for 2010 only.......				251,037
b Total for prior years:2009, 20, 20			0
3 Excess distributions carryover, if any, to 2011:
a From 2006.......	0
b From 2007.......	0
c From 2008.......	0
d From 2009.......	0
e From 2010.......	0
fTotal of lines 3a through e.........		0
4Qualifying distributions for 2011 from Part
XII, line 4: $ 251,037
a Applied to 2010, but not more than line 2a				251,037
b Applied to undistributed income of prior years (Election required—see page 26 of the instructions)			0
c Treated as distributions out of corpus (Election required—see page 26 of the instructions)...		0
d Applied to 2011 distributable amount.....					0
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2011.		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 page 27 of the instructions ...			0
e Undistributed income for 2010. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions ...........				0
f Undistributed income for 2011. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2011 ..........					284,777
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see page 27 of the instructions) ...........		0
8Excess distributions carryover from 2006 not applied on line 5 or line 7 (see page 27 of the instructions) .............		0
9Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a ......		0
10 Analysis of line 9:
a Excess from 2007....	0
b Excess from 2008....	0
c Excess from 2009....	0
d Excess from 2010....	0
e Excess from 2011....	0

Form 990-PF (2011)

Page 9

Part XIV

Private Operating Foundations (see page 27 of the 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 2011, enter the date of the ruling....... bullet

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

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2011	(b) 2010	(c) 2009	(d) 2008	(e) Total

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ....
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets” alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment” alternative test— enter 2⁄3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support” alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see page 27 of the instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations
under other conditions, complete items 2a, b, c, and d.

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

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

cAny submission deadlines:

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

Form 990-PF (2011)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
FIRST BAPTIST CHURCH OF COLUMBIA ATTN CHAIR OF THE ENDOWMENT BOARD COLUMBIA,MO65201	NONE	PUBLIC CHARITY	CONTRIBUTION	237,801
Total ................................. 3a				237,801

bApproved for future payment

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

Form 990-PF (2011)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514
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....
3Interest on savings and temporary cash investments
4 Dividends and interest from securities....			14	132,520
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6Net rental income or (loss) from personal property
7 Other investment income.....
8Gain or (loss) from sales of assets other than inventory			18	69,599
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aPR YR TAX REFUND			1	663
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				202,782

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

13202,782

(See worksheet in line 13 instructions on page 28 to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See page 28 of the instructions.)

Form 990-PF (2011)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section

Yes

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

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If “Yes,” complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.

	Signature of officer or trustee	Date	Title

Preparer's Signature	Date	Check if self- employed	PTIN
Firm's name Firm's address		Firm's EIN
		Phone no.

Form 990-PF (2011)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2011 InvestmentsCorpBondsSchedule

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

Name of Bond	End of Year Book Value	End of Year Fair Market Value
349913889 FORWARD HOOVER SMALL
29875E100 AMERCAN EUROPACIFIC
04315J837 ARTIO INTERNATIONAL
880196506 TEMPLETON FOREIGN
002824AQ3 ABBOTT LABS	24,801	27,036
17275RAC6 CISCO SYSTEMS INC	51,259	58,187
20825CAE4 CONOCOPHILLIPS	9,954	10,299
263534BQ1 E.I. DU PONT DE NEMO	40,670	46,735
291011AU8 EMERSON ELEC CO	25,379	27,956
291011AX2 EMERSON ELECTRIC CO	15,184	17,739
369604AY9 GENERAL ELECTRIC COM	25,955	26,053
369604BC6 GENERAL ELECTRIC CO	15,018	17,216
377372AD9 GLAXOSMITHKLINE CAPI	50,668	60,181
427866AM0 HERSHEY CO	9,969	11,160
459200GM7 IBM CORPORATION	49,749	67,098
494368AR4 KIMBERLY CLARK CORP	10,315	10,054
494368BB8 KIMBERLY-CLARK	26,953	30,580
68389XAC9 ORACLE CORP	50,795	60,674
724479AG5 PITNEY BOWES INC	49,659	52,887
78387GAP8 SBC COMMUNICATIONS	49,918	55,072
931142BY8 WAL-MART STORES	39,821	44,795
976656BX5 WISCONSIN ELECTRIC	9,699	10,480

- TIN:

TY 2011 InvestmentsCorpStockSchedule

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

Name of Stock	End of Year Book Value	End of Year Fair Market Value
548661107 LOWES CO
580135101 MCDONALDS CORP	72,676	120,396
778296103 ROSS STORES	82,772	237,650
824348106 SHERWIN WILLIAMS CO
948626106 WEIGHT WATCHERS
054303102 AVON PROD
487836108 KELLOGG CO	103,255	101,140
713448108 PEPSICO INC	103,229	112,132
742718109 PROCTER & GAMBLE CO	59,470	66,710
931142103 WAL MART STORES	48,022	60,059
81369Y506 AMEX ENERGY
166764100 CHEVRON CORP	120,068	156,408
30231G102 EXXON MOBIL	113,154	120,359
674599105 OCCIDENTAL PETE	71,167	97,917
025816109 AMERICAN EXPRESS	12,631	22,642
084670702 BERKSHIRE HATHAWAY	112,033	114,450
354613101 FRANKLIN RESOURCES
46625H100 JPMORGAN CHASE & CO	73,033	57,356
857477103 STATE STREET CORP	75,736	69,736
902973304 US BANCORP	75,021	84,802
478160104 JOHNSON & JOHNSON	101,196	104,928
703395103 PATTERSON CO
717081103 PFIZER INC
74834L100 QUEST DIAGNOSTIC
883556102 THERMO FISHER	58,202	44,970
941848103 WATERS CORP	76,950	99,968
053611109 AVERY DENNISON CORP
31428X106 FEDEX CORP
349853101 FORWARD AIR
452308109 ILLINOIS TOOL WORKS
88579Y101 3M CO	93,893	96,033
00846U101 AGILENT TECHNOLOGIES
053015103 AUTOMATIC DATA
055921100 BMC SOFTWARE	46,004	45,892
17275R102 CISCO SYSTEMS	25,476	21,696
464281101 HENRY JACK & ASSOC
459200101 INTERNATIONAL BUS	129,363	207,784
594918104 MICROSOFT CORP	127,942	114,224
959802109 WESTERN UNION	107,807	89,839
690768403 OWENS ILL INC
826552101 SIGMA ALDRICH CORP
810186106 THE SCOTTS MIRACLE
00206R102 AT & T INC	93,610	108,864
816851109 SEMPRA ENERGY
25243Q205 DIAGEO PLC	40,100	78,678
H5833N103 NOBLE CORPORATION
83175M205 SMITH & NEPHEW PLC
H89128104 TYCO INTERNATIONAL	84,878	149,472
015271109 ALEXANDRIA RE
00163T109 AMB PPTY CORP
78464A607 SPDR DOW JONES REIT	25,150	33,488
037833100 APPLE INC	45,129	50,625
04314H204 ARTISAN INTERNATIONA	75,000	65,778
04315J837 ARTIO INTERNATIONAL	83,000	95,500
088606108 BHP BILLITON LIMITED	64,284	54,385
097023105 BOEING CO	23,943	25,673
150870103 CELANESE CORP	46,130	40,950
20030N101 COMCAST CORP CLASS A	27,648	28,452
22544R305 CREDIT SUISSE COMM R	150,000	129,022
25264S833 DIAMOND HILL LONG-SH	75,000	77,803
256206103 DODGE & COX INT'L ST	75,000	63,510
268648102 E M C CORP MASS	25,415	21,540
339128100 JP MORGAN MID CAP VA	100,000	101,962
38142Y401 GOLDMAN SACHS GRTH O	100,000	94,655
428236103 HEWLETT PACKARD CO	20,832	15,456
448108100 HUSSMAN STRATEGIC GR	75,000	76,539
458140100 INTEL CORP	24,150	26,675
487300808 KEELEY SMALL CAP VAL	100,000	94,511
589509108 MERGER FD SH BEN INT	50,000	48,902
683974505 OPPENHEIMER DEVELOPI	100,000	83,801
78463X863 SPDR DJ WILSHIRE INT	175,303	142,439
87234N849 TCW SMALL CAP GROWTH	100,000	92,904
872540109 TJX COS INC NEW	21,524	25,820
87612E106 TARGET CORP	24,820	25,610
907818108 UNION PACIFIC CORP	41,803	45,025
922042858 VANGUARD MSCI EMERGI	220,068	176,530
922908553 VANGUARD REIT VIPER	174,834	167,910

- TIN:

TY 2011 InvestmentsGovtObligationsSch

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

US Government Securities - End of Year Book Value:

122,253

US Government Securities - End of Year Fair Market Value:

136,701

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2011 OtherDecreasesSchedule

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

Description	Amount
MUTUAL FUNDS POSTING NEXT TAX YR EFFECTIVE CURRENT	1,802
RETURN OF CAPITAL ADJUSTMENT	32
ROUNDING	9

- TIN:

TY 2011 OtherExpensesSchedule

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ADR FEES	26	26		0

- TIN:

TY 2011 OtherIncomeSchedule2

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
PR YR TAX REFUND	663	0

- TIN:

TY 2011 OtherIncreasesSchedule

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

Description	Amount
MUTUAL FUNDS POSTING CURRENT TAX YR EFFECTIVE PREVIOUS	1
INCOME POSTING IN CURRENT YR EFFECTIVE NEXT YR	32

- TIN:

TY 2011 TaxesSchedule

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

Category	Amount	Net Investment Income
FEDERAL ESTIMATES - PRINCIPAL	666	0
FOREIGN TAXES ON QUALIFIED FOR	791	791
FOREIGN TAXES ON NONQUALIFIED	458	458