TY 2012 Form 990PF

- TIN:

Form990-PF
Click to see attachment

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

2012

Open to Public Inspection

For calendar year 2012, or tax year beginning 01-01-2012 , and ending 12-31-2012

Name of foundation
WILLARD J & MARY G BREIDENTHAL
FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)UMB BANK PO BOX 419226 Room/suite

City or town, state, and ZIP code
KANSAS CITY, MO64141

A Employer identification number

48-6103376

B Telephone number (see instructions)

(913) 648-2800

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85% test,
check here and attach computation ........... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

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

$3,601,296J 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 instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	235,370
2	Check
3	Interest on savings and temporary cash investments	15		15
4	Dividends and interest from securities......	102,497		102,497
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		116,178
b	Gross sales price for all assets on line 6a 1,087,366
7	Capital gain net income (from Part IV, line 2)...			116,178
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).......		-2,773	-2,773
12	Total. Add lines 1 through 11........	451,287		215,917
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		2,775	2,498	277
c	Other professional fees (attach schedule)....		31,992	28,793	3,199
17	Interest...............
18	Taxes (attach schedule) (see instructions)		122
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		10	10
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	34,899		31,301	3,476
25	Contributions, gifts, grants paid........	301,520			301,520
26	Total expenses and disbursements. Add lines 24 and 25	336,419		31,301	304,996
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	114,868
b	Net investment income (if negative, enter -0-)			184,616
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2012)

Form 990-PF (2012)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........	21,049	83,392	83,392
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)	470,816	277,073	308,167
	b	Investments—corporate stock (attach schedule)........	1,823,235	1,904,664	2,513,396
	c	Investments—corporate bonds (attach schedule)........	469,050	677,494	696,341
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	48,354	4,749
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	2,832,504	2,947,372	3,601,296
	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.........	1,016,932	1,016,932
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	1,815,572	1,930,440
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	2,832,504	2,947,372
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	2,832,504	2,947,372

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	2,832,504
2	Enter amount from Part I, line 27a.....................	2	114,868
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	2,947,372
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	2,947,372

Form 990-PF (2012)

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	GNMA 5.217 DUE 12/16/36 PRINCIPAL	P	2006-09-25	2012-12-31
b	GNMA POOL 003439	P	2010-12-31	2012-12-31
c	GNMA POOL 603099	P	2010-12-31	2012-12-31
d	GNMA POOL 612970	P	2010-12-31	2012-12-31
e	1500 INTEL CORP	P		2012-12-11
	500 BOEING COMPANY	P	2010-07-15	2009-12-31
	75000 FFCB 3.750%	P	2008-09-11	2012-11-19
	360 APACHE CORP	P	2009-12-31	2012-11-19
	325 DUKE ENERGY HOLDING CO	P	2012-07-12	2012-11-19
	300 INTEL CORP	P	2009-12-31	2012-11-19
	940 TJX COS INC	P	2009-12-31	2012-11-19
	210 HOME DEPOT INC	P	2009-12-31	2012-11-19
	1275 ISHARES GOLD TRUST	P	2011-01-18	2012-11-19
	280 INTEL CORP	P	2009-12-31	2012-11-09
	200 BOEING COMPANY	P	2010-04-26	2012-11-09
	1000 ISHARES GOLD TRUST	P	2011-01-18	2012-11-07
	330 OCCIDENTAL PETROLEUM	P	2009-12-31	2012-11-01
	530 PROCTER & GAMBLE CO	P	2009-12-31	2012-10-25
	.333 KRAFT FOODS	P	2012-10-02	2012-10-02
	550 NIKE INC	P	2012-06-29	2012-10-02
	225 DEERE & COMPANY	P	2009-12-31	2012-09-28
	50000 US TREASURY NOTE 1.375%	P	2009-09-23	2012-09-15
	50000 FFCB 2.5%	P	2010-11-09	2012-08-16
	700 MCCORMICK & CO INC	P	2009-12-31	2012-07-24
	75 GOOGLE INC	P	2009-12-31	2012-07-23
	500 PACCAR INC	P	2012-04-09	2012-07-18
	1750 ISHARES GOLD TRUST	P	2011-01-18	2012-07-05
	450 SCHLUMBERGER LTD	P	2009-12-31	2012-06-26
	250 NORFOLK SOUTHERN CORP	P	2012-01-13	2012-06-22
	5565.006 SCOUT MID CAP FUND	P	2009-12-31	2012-06-07
	1240.496 LKCM SMALL CAP EQUITY FUND	P	2011-08-18	2012-06-07
	1043.116 DODGE & COX INTERNATIONAL STOCK FUND	P	2009-12-31	2012-06-07
	220 MCCORMICK & CO INC	P	2009-12-31	2012-06-06
	600 BROADCOM CORP	P	2012-04-10	2012-06-06
	450 ENTERGY CORP	P	2011-03-14	2012-05-22
	650 CHUBB CORP	P	2009-12-31	2012-05-07
	1590 ORACLE CORP	P	2009-12-31	2012-04-10
	105 DEERE & COMPANY	P	2009-12-31	2012-03-09
	600 CARDINAL HEALTH INC	P	2011-07-28	2012-03-07
	100 CARDINAL HEALTH INC	P	2011-07-28	2012-01-26
	25 GOOGLE INC	P	2009-12-31	2012-01-20
	LONG TERM CAPITAL GAIN DISTRIBUTIONS	P	2010-12-31	2012-12-31
	SHORT TERM CAPITAL GAIN DISTRIBUTIONS	P	2012-12-17	2012-12-17

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	12,980	12,786	194
b	1,408	1,440	-32
c	2,187	2,238	-51
d	1,669	1,723	-54
e	30,959	30,430	529
	36,600	33,876	2,724
	77,925	74,994	2,931
	27,460	31,118	-3,658
	19,737	21,775	-2,038
	6,042	6,929	-887
	41,077	15,999	25,078
	13,205	5,135	8,070
	21,432	20,736	696
	5,824	6,467	-643
	14,596	14,904	-308
	16,610	16,960	-350
	26,054	24,023	2,031
	37,122	31,357	5,765
	15	14	1
	52,111	56,052	-3,941
	18,528	8,781	9,747
	50,000	50,000
	50,000	50,345	-345
	41,267	27,419	13,848
	44,997	34,671	10,326
	18,740	22,352	-3,612
	27,317	23,466	3,851
	26,874	26,423	451
	17,497	19,049	-1,552
	72,122	57,905	14,217
	28,345	27,829	516
	30,219	40,542	-10,323
	12,208	8,617	3,591
	20,358	21,795	-1,437
	28,814	34,698	-5,884
	48,060	32,766	15,294
	44,949	29,256	15,693
	8,403	4,184	4,219
	24,639	26,094	-1,455
	4,180	4,349	-169
	14,571	11,691	2,880
	9,752		9,752
	513		513

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			194
b			-32
c			-51
d			-54
e			529
			2,724
			2,931
			-3,658
			-2,038
			-887
			25,078
			8,070
			696
			-643
			-308
			-350
			2,031
			5,765
			1
			-3,941
			9,747

			-345
			13,848
			10,326
			-3,612
			3,851
			451
			-1,552
			14,217
			516
			-10,323
			3,591
			-1,437
			-5,884
			15,294
			15,693
			4,219
			-1,455
			-169
			2,880
			9,752
			513

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	116,178
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . . . .		3	-9,921

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))
2011	329,092	2,844,131	0.11571
2010	311,977	3,025,980	0.10310
2009	316,637	2,707,900	0.11693
2008	373,429	3,412,079	0.10944
2007	381,243	3,720,734	0.10246

2	Total of line 1, column (d) ......................	2	0.54765
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	0.10953
4	Enter the net value of noncharitable-use assets for 2012 from Part X, line 5.....	4	3,367,138
5	Multiply line 4 by line 3.......................	5	368,799
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	1,846
7	Add lines 5 and 6.........................	7	370,645
8	Enter qualifying distributions from Part XII, line 4..............	8	304,996
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 (2012)

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	3,692
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2............................	3	3,692
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	3,692
6	Credits/Payments:

a	2012 estimated tax payments and 2011 overpayment credited to 2012	6a	440
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	440
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	3,252
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 2013 estimated tax	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

Yes

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

or 4942(j)(5) for calendar year 2012 or the taxable year beginning in 2012 (see instructions for Part XIV)?

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

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement (see instructions).................

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

Yes

Website address bullet

N/A

The books are in care of bullet

UMB BANK TRUST DIVISION Telephone no. bullet

(913) 648-2800

Located at bullet

PO BOX 419226KANSAS CITYMO ZIP+4 bullet

641416226

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 2012, 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 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 (2012)

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 2012?.............

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 2012, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2012?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

If “Yes,” did it have excess business holdings in 2012 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 2012.)....................

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 2012?

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 instructions)........YesNo

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

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

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

Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......

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

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

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

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

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

a personal benefit contract?........................YesNo

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

If “Yes” to 6b, file Form 8870.

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

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

Form 990-PF (2012)

Page 6

Part VIII

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

1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
MCKENZIE BREIDENTHAL	Trustee 1.00	0
2324 NORTH 88TH DRIVE KANSAS CITY,KS66109	Trustee 1.00	0
UMB BANK	Trustee 2.00	0
PO BOX 419226 KANSAS CITY,MO641416226	Trustee 2.00	0
GEORGE G BREIDENTHAL	Trustee 1.00	0
2324 NORTH 88TH DRIVE KANSAS CITY,KS66109	Trustee 1.00	0

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









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

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
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 (2012)

Page 7

Part IX-B

Summary of Program-Related Investments (see instructions)

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


2


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

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

Part X

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

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

3,295,968

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

122,446

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

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

3,418,414

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

3,418,414

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

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

51,276

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

3,367,138

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

168,357

Part XI

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

and do not complete this part.)

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

168,357

Tax on investment income for 2012 from Part VI, line 5......

3,692

Income tax for 2012. (This does not include the tax from Part VI.)...

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

3,692

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

164,665

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

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

164,665

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

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

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

164,665

Part XII

Qualifying Distributions (see instructions)

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

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

304,996

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

304,996

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b (see instructions).................

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

304,996

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 (2012)

Page 8

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2012
1 Distributable amount for 2012 from Part XI, line 7			164,665
2 Undistributed income, if any, as of the end of 2012:
a Enter amount for 2011 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2012:
a From 2007.......	198,406
b From 2008.......	204,117
c From 2009.......	182,090
d From 2010.......	162,166
e From 2011.......	187,761
fTotal of lines 3a through e.........		934,540
4Qualifying distributions for 2012 from Part
XII, line 4: $ 304,996
a Applied to 2011, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........		0
d Applied to 2012 distributable amount.....			164,665
e Remaining amount distributed out of corpus		140,331
5 Excess distributions carryover applied to 2012.
(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		1,074,871
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2011. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2012. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2013 ..........			0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............
8Excess distributions carryover from 2007 not applied on line 5 or line 7 (see instructions) ...		198,406
9Excess distributions carryover to 2013. Subtract lines 7 and 8 from line 6a ......		876,465
10 Analysis of line 9:
a Excess from 2008....	204,117
b Excess from 2009....	182,090
c Excess from 2010....	162,166
d Excess from 2011....	187,761
e Excess from 2012....	140,331

Form 990-PF (2012)

Page 9

Part XIV

Private Operating Foundations (see instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2012, 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) 2012	(b) 2011	(c) 2010	(d) 2009	(e) Total

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

Part XV

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

1Information Regarding Foundation Managers:

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

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

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

Check here bullet

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

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

WILLARD J MARY G BREIDENTHAL FDN
PO BOX 419226
KANSAS CITY,MO641416226
(913) 648-2800

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

WRITTEN REQUESTS INCLUDING DESCRIPTION OF CHARITABLE FUNCTION AND OTHER SUPPORTING DOCUMENTATION.

cAny submission deadlines:

NOVEMBER 1 OF EACH YEAR

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

NONE. HOWEVER, GRANTS ARE PREDOMINANTLY TO ORGANIZATIONS IN THE GREATER KANSAS CITY AREA.

Form 990-PF (2012)

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
KANSAS STATE UNIVERSITY ATHLETICS 1800 COLLEGE AVENUE MANHATTAN,KS66502	NONE	N/A	EDUCATION	50,000
BONNER ANIMAL RESCUE PO BOX 332 BONNER SPRINGS,KS66012	NONE	N/A	EDUCATION	250
KANSAS CITY KANSAS COMMUNITY COLLEG 7250 STATE AVENUE KANSAS CITY,KS66112	NONE	N/A	EDUCATION	520
BISHOP SULLIVAN CENTER 6435 EAST TRUMAN ROAD KANSAS CITY,MO64126	NONE	N/A	CHARITABLE	250
KANSAS CITY KS CHAMBER OF COMMERCE 727 MINNESOTA AVENUE KANSAS CITY,KS66117	NONE	N/A	COMMUNITY ECONOMIC DEVELOPMENT	27,500
ALCOTTS ARTS CENTER 180 SOUTH 18TH STREET KANSAS CITY,KS66102	NONE	N/A	ARTS	1,000
HEART OF AMERICA BOY SCOUTS 10210 HOLMES ROAD KANSAS CITY,MO64131	NONE	N/A	EDUCATION	1,500
KANSAS STATE ATHLETICS-AHEARN FUND 1800 COLLEGE AVENUE SUITE 138 MANHATTAN,KS66502	NONE	N/A	EDUCATION	18,000
WYANDOTTE COUNTY MUSEUM 631 NORTH 126TH STREET BONNER SPRINGS,KS66012	NONE	N/A	EDUCATION	500
FREEDOM'S FRONTIER NATL HERITAGE AR PO BOX 526 LAWRENCE,KS66044	NONE	N/A	EDUCATION	1,000
YMCA 900 NORTH 8TH STREET KANSAS CITY,KS66101	NONE	N/A	CHARITABLE	1,000
KCUR 4825 TROOST KANSAS CITY,MO64110	NONE	NO	ARTS	1,000
KANSAS CITY PUBLIC TELEVISION 125 EAST 31ST STREET KANSAS CITY,MO64108	NONE	N/A	ARTS	1,500
FRIENDS OF THE ZOO 6800 ZOO DRIVE KANSAS CITY,MO64132	NONE	N/A	EDUCATION	1,000
SANTA FE TRAIL GIRL SCOUTS 7620 STATE AVENUE KANSAS CITY,KS66112	NONE	NO	EDUCATION	1,500
KANSAS STATE UNIVERSITY 918 NORTH MANHATTAN AVENUE MANHATTAN,KS66502	NONE	N/A	EDUCATION	50,000
EMPORIA STATE UNIVERSITY 1200 COMMERCIAL STREET EMPORIA,KS66801	NONE	N/A	EDUCATION	50,000
TRINITY UNITED METHODIST CHURCH 5010 PARALLEL PARKWAY KANSAS CITY,KS66104	NONE	N/A	RELIGIOUS	25,000
DONNELLY COLLEGE 608 NORTH 18TH STREET KANSAS CITY,KS66102	NONE	N/A	EDUCATION	20,000
KU WILLIAMS ED FD BLDG ON EXCELLENC 1651 NAISMITH DRIVE LAWRENCE,KS66045	NONE	N/A	EDUCATION	50,000
Total ................................. 3a				301,520

bApproved for future payment

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

Form 990-PF (2012)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments			14	15
4 Dividends and interest from securities....			14	102,497
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.....			14	2,773
8Gain or (loss) from sales of assets other than inventory			18	102,381	13,797
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				202,120	13,797

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

13215,917

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

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

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

Form 990-PF (2012)

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

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Form 990-PF (2012)

Additional Data

Software ID:	12000229
Software Version:	2012v2.0

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

OMB No. 1545-0047

2012

Name of the organization

WILLARD J & MARY G BREIDENTHAL
FOUNDATION

Employer identification number

48-6103376

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

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

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

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization WILLARD J & MARY G BREIDENTHAL FOUNDATION

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
2	WILLARD J BREIDENTHAL ESTATE PO BOX 419692 M/S 1020305 KANSAS CITY, MO 641416692	$29,267	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	BREIDENTHAL CHARITABLE LEAD TR 5901 COLLEGE BLVD SUITE 100 OVERLAND PARK, KS 662111503	$206,103	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization WILLARD J & MARY G BREIDENTHAL FOUNDATION

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
WILLARD J & MARY G BREIDENTHAL
FOUNDATION

Employer identification number

48-6103376

Part III

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

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Additional Data

Software ID:	12000229
Software Version:	2012v2.0

- TIN:

TY 2012 AccountingFeesSchedule

Name:

WILLARD J & MARY G BREIDENTHAL

FOUNDATION

EIN: 48-6103376

Software ID:12000229

Software Version:2012v2.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
O'FLYNN & BIHUNIAK CHARTERED	2,775	2,498	0	277

- TIN:

TY 2012 InvestmentsCorpBondsSchedule

Name:

WILLARD J & MARY G BREIDENTHAL

FOUNDATION

EIN: 48-6103376

Software ID:12000229

Software Version:2012v2.0

Name of Bond	End of Year Book Value	End of Year Fair Market Value
VICTORY FUND FOR INCOME CLASS I	50,000	49,468
DOUBLELINE TOTAL RETURN BOND FD CL I	100,000	99,299
RIO TINTO FIN USA LTD 9.00%	33,183	34,338
AFLAC INC 2.65%	26,018	26,280
TEXAS INSTRUMENTS INC 1.375%	25,169	25,332
EI DU PONT DE NEMOURS CO 1.950%	25,258	25,779
ISHARES IBOXX $ INVESTMENT GRADE CORP BD	42,351	48,396
US BANCORP MTNS 1.125%	25,003	25,162
SHELL INTERNATIONAL FIN 1.875%	25,050	25,089
PROCTER & GAMBLE CO 1.800%	24,924	25,843
JOHN DEERE CAPITAL CORP 2.800%	25,286	26,688
GEORGIA POWER COMPANY 1.300%	25,059	25,149
COLGATE-PALMOLIVE CO, 1.375%	49,796	51,084
COCA COLA CO 1.500%	24,967	25,602
AT & T INC 2.500%	25,310	26,065
WELLS FARGO & CO MTN, 3.75%	24,995	26,360
WAL MART STORES INC, 3.00%	25,096	25,729
JP MORGAN CHASE & CO, 3.70%	24,980	26,322
ANHEUSER BUSCH COS INC 4.950%	75,049	78,356

- TIN:

TY 2012 InvestmentsCorpStockSchedule

Name:

WILLARD J & MARY G BREIDENTHAL

FOUNDATION

EIN: 48-6103376

Software ID:12000229

Software Version:2012v2.0

Name of Stock	End of Year Book Value	End of Year Fair Market Value
WALTHAUSEN SMALL CAP VALUE FUND	75,000	86,062
VANGUARD REIT VIPERS ETF	31,490	32,900
PRINCIPAL FUND MIDCAP BLEND CLASS I	75,000	80,078
V F CORP	20,132	22,645
UNITED PARCEL SERVICE INC CLASS B SHARES	28,420	27,649
UNION PACIFIC CORP	29,824	31,430
MONDELEZ INTERNATIONAL INC	13,978	13,999
MAXIM INTEGRATED PRODUCTS INC	40,218	44,100
MASTERCARD INC-CLASS A	24,030	24,564
KRAFT FOODS GROUP INC	7,543	8,321
JPMORGAN CHASE & CO	36,806	43,969
INTERACTIVE CORP	50,086	47,242
GENERAL ELECTRIC CO	25,524	25,188
BRISTOL MYERS SQUIBB	24,195	24,442
BHP BILLITON LTD ADR	22,566	23,526
ANHEUSER-BUSCH INBEV NV ADR	32,865	32,779
ALLSTATE CORP	23,243	32,136
TORTOISE ENERGY INFRASTRUCTURE CORP	63,552	68,220
LKCM SMALL CAP EQUITY FUND INSTL	45,107	50,693
ISHARES GOLD TRUST	45,155	48,838
UNITEDHEALTH GROUP INC	18,093	21,696
TORONTO DOMINION BANK	27,259	31,624
SPECTRA ENERGY CORP	30,284	27,380
ROCHE HOLDING LTD ADR	19,453	25,127
PHILIP MORRIS INTERNATIONAL INC	27,010	33,456
LIMITED BRANDS INC	39,601	44,707
KIMBERLY CLARK CORP	24,393	29,550
JOHNSON & JOHNSON	19,161	21,030
DU PONT E I DE NEMOURS & CO	36,834	31,485
DIGITAL REALTY TRUST INC	39,568	42,431
CARDINAL HEALTH INC
VERIZON COMMUNICATIONS	18,654	30,289
LAZARD EMERGING MARKETS FUND INSTL	35,833	39,999
NEXTERA ENERGY INC	42,561	48,433
NATIONAL OILWELL VARCO INC	31,826	52,971
CENTURYLINK INC	31,453	35,208
BOEING CO
US BANCORP DEL	26,411	43,438
QUALCOMM INC	43,845	63,097
OCCIDENTAL PETROLEUM CORP
INTERNATIONAL BUSINESS MACHINES	28,114	49,803
HOME DEPOT INC	22,005	55,665
CHEVRON CORP	34,285	52,989
APACHE CORP
SCOUT MID CAP FUND	42,055	54,902
SCOUT INTERNATIONAL FUND	82,236	89,945
DODGE & COX INTERNATIONAL STOCK FUND
WELLS FARGO & CO	39,456	43,067
UMB FINANCIAL CORP	1,693	43,820
TJX COS INC	15,474	42,450
TARGET CORP	33,405	43,786
SCHLUMBERGER LTD
PROCTER & GAMBLE CO
ORACLE CORP	26,317	27,489
MICROSOFT CORP	27,704	26,710
MCDONALDS CORP	24,083	44,987
MCCORMICK & CO INC
INTEL CORP
GOOGLE INC
EXXONMOBIL CORP	25,856	33,322
ENTERGY CORP NEW
DISNEY WALT CO	28,547	49,292
DEERE & COMPANY
CVS CAREMARK CORPORATION	44,964	64,789
COSTCO WHOLESALE CORP	37,796	61,213
COCA COLA CO.	28,765	42,050
CHUBB CORP
CERNER CORP	10,410	36,430
CATERPILLAR INC DEL	20,904	36,739
BAXTER INTERNATIONAL INC	31,636	43,329
APPLE INC	20,283	114,417
ABBOTT LABORATORIES	51,703	65,500

- TIN:

TY 2012 InvestmentsGovtObligationsSch

Name:

WILLARD J & MARY G BREIDENTHAL

FOUNDATION

EIN: 48-6103376

Software ID:12000229

Software Version:2012v2.0

US Government Securities - End of Year Book Value:

277,073

US Government Securities - End of Year Fair Market Value:

308,167

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

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

- TIN:

TY 2012 OtherAssetsSchedule

Name:

WILLARD J & MARY G BREIDENTHAL

FOUNDATION

EIN: 48-6103376

Software ID:12000229

Software Version:2012v2.0

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
INCOME RECEIVABLE	1	4,749

- TIN:

TY 2012 OtherExpensesSchedule

Name:

WILLARD J & MARY G BREIDENTHAL

FOUNDATION

EIN: 48-6103376

Software ID:12000229

Software Version:2012v2.0

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT EXPENSES	10	10

- TIN:

TY 2012 OtherIncomeSchedule2

Name:

WILLARD J & MARY G BREIDENTHAL

FOUNDATION

EIN: 48-6103376

Software ID:12000229

Software Version:2012v2.0

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
Other Investment Income	-2,773	-2,773

- TIN:

TY 2012 OtherProfessionalFeesSchedule

Name:

WILLARD J & MARY G BREIDENTHAL

FOUNDATION

EIN: 48-6103376

Software ID:12000229

Software Version:2012v2.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
UMB BANK	31,992	28,793	0	3,199

- TIN:

TY 2012 TaxesSchedule

Name:

WILLARD J & MARY G BREIDENTHAL

FOUNDATION

EIN: 48-6103376

Software ID:12000229

Software Version:2012v2.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
2012 990PF ESTIMATE	122