TY 2012 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

2012

Open to Public Inspection

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

Name of foundation
THOMAS H & BARBARA W GALE FNDTN

Number and street (or P.O. box number if mail is not delivered to street address)1111 SUPERIOR AVEROOM/SUITE 700Room/suite

City or town, state, and ZIP code
CLEVELAND, OH44114

A Employer identification number

34-1813012

B Telephone number (see instructions)

(216) 363-6493

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

$7,022,630J Accounting method: Cash Accrual
Other (specify)MODIFIED CASH
(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)
2	Check
3	Interest on savings and temporary cash investments	31		31
4	Dividends and interest from securities......	164,895		164,895
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		5,493
b	Gross sales price for all assets on line 6a 2,907,390
7	Capital gain net income (from Part IV, line 2)...			5,493
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).......
12	Total. Add lines 1 through 11........	170,419		170,419
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		1,268		1,268
b	Accounting fees (attach schedule).......		6,300		6,300
c	Other professional fees (attach schedule)....		17,499	16,511	988
17	Interest...............
18	Taxes (attach schedule) (see instructions)		4,298	1,247
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		319	119	200
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	29,684		17,877	8,756
25	Contributions, gifts, grants paid........	244,019			244,019
26	Total expenses and disbursements. Add lines 24 and 25	273,703		17,877	252,775
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-103,284
b	Net investment income (if negative, enter -0-)			152,542
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...............	8,752	217,201	217,201
	2	Savings and temporary cash investments..........	363,235	1,069,533	1,069,533
	3	Accounts receivable 1,013
		Less: allowance for doubtful accounts	3,526	1,013	1,013
	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)	336,414	336,414	356,790
	b	Investments—corporate stock (attach schedule)........	6,194,699	4,721,820	4,914,748
	c	Investments—corporate bonds (attach schedule)........		457,825	463,345
	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 )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	6,906,626	6,803,806	7,022,630
	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 )	287	751
	23	Total liabilities (add lines 17 through 22)..........	287	751
		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.........	4,377,912	4,377,912
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	2,528,427	2,425,143
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	6,906,339	6,803,055
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	6,906,626	6,803,806

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	6,906,339
2	Enter amount from Part I, line 27a.....................	2	-103,284
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	6,803,055
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	6,803,055

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
1 a	PUBLICLY TRADED SECURITIES	P
b
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	2,901,116	2,901,897	-781
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			-781
b
c
d
e

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	5,493
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

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	207,560	4,966,734	0.041790
2010	219,651	4,485,181	0.048973
2009	265,768	4,152,700	0.063999
2008	267,725	5,285,513	0.050653
2007	307,001	6,164,866	0.049798

2	Total of line 1, column (d) ......................	2	0.255213
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	0.051043
4	Enter the net value of noncharitable-use assets for 2012 from Part X, line 5.....	4	6,867,351
5	Multiply line 4 by line 3.......................	5	350,530
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	1,525
7	Add lines 5 and 6.........................	7	352,055
8	Enter qualifying distributions from Part XII, line 4..............	8	252,775
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	3,051
	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	3,051
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	3,051
6	Credits/Payments:

a	2012 estimated tax payments and 2011 overpayment credited to 2012	6a	2,300
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	2,300
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	751
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 . Click to see attachment

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

KIRK A LINN MN ADVSRY SERVS LLC Telephone no. bullet

(216) 363-6493

Located at bullet

1111 SUPERIOR AVE 700CLEVELANDOH ZIP+4 bullet

44114

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
BARBARA W GALE	PRESIDENT 1.00	0	0	0
1111 SUPERIOR AVE STE 700 CLEVELAND,OH44114	PRESIDENT 1.00	0	0	0
THOMAS H GALE	VICE-PRES. 1.00	0	0	0
1111 SUPERIOR AVE STE 700 CLEVELAND,OH44114	VICE-PRES. 1.00	0	0	0
ALICIA W GALE	VICE-PRES 2 0.10	0	0	0
1111 SUPERIOR AVE STE 700 CLEVELAND,OH44114	VICE-PRES 2 0.10	0	0	0
ELIZABETH A GALE	TREASURER 0.10	0	0	0
1111 SUPERIOR AVE STE 700 CLEVELAND,OH44114	TREASURER 0.10	0	0	0
JENNIFER G MANTZARIS	SECRETARY 0.10	0	0	0
1111 SUPERIOR AVE STE 700 CLEVELAND,OH44114	SECRETARY 0.10	0	0	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	N/A
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...................

6,538,381

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

433,549

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

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

6,971,930

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

6,971,930

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

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

104,579

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

6,867,351

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

343,368

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

343,368

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

3,051

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

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

3,051

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

340,317

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

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

340,317

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

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

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

340,317

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 ..........

252,775

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

252,775

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

252,775

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)

	(c) 2011	(d) 2012
1 Distributable amount for 2012 from Part XI, line 7		340,317
2 Undistributed income, if any, as of the end of 2012:
a Enter amount for 2011 only.......	238,783
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2012:
a From 2007.......
b From 2008.......
c From 2009.......
d From 2010.......
e From 2011.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2012 from Part
XII, line 4: $ 252,775
a Applied to 2011, but not more than line 2a	238,783
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........
d Applied to 2012 distributable amount.....		13,992
e Remaining amount distributed out of corpus
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
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 ..........		326,325
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) ...
9Excess distributions carryover to 2013. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2008....
b Excess from 2009....
c Excess from 2010....
d Excess from 2011....
e Excess from 2012....

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 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 (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
GOOD WORKS INC PO BOX 1441 COATESVILLE,PA19320	N/A	PUBLIC	TO ASSIST WITH REPAIRING HOMES	5,000
			FOR LOW INCOME FAMILIES IN
			CHESTER COUNTY, PA
GUNSTON SCHOOL THE PO BOX 200 CENTREVILLE,MD21617	N/A	PUBLIC	IN SUPPORT OF THE GUNSTON SCHOOL	10,000
			GALE ENDOWMENT FUND
HILL SCHOOL THE 717 EAST HIGH ST POTTSTOWN,PA19464	N/A	PUBLIC	IN SUPPORT OF THE ELIZABETH B.	3,000
			BLOSSOM FUND TO BENEFIT THE
			HUMANITIES PROGRAM
HILL SCHOOL THE 717 EAST HIGH ST POTTSTOWN,PA19464	N/A	PUBLIC	IN SUPPORT OF THE FRANK S. BISSELL	3,000
			'33 WRESTLING ENDOWMENT FUND
KENT SCHOOL 6788 WILKINS LANE CHESTERTOWN,MD21620	N/A	PUBLIC	MATCHING GRANT TO BENEFIT THE	53,375
			BEN P. GALE FOUNDERS FUND -
			A RESTRICTED ENDOWMENT FUND TO
			SUPPLY MERIT SCHOLARSHIPS TO
			ACADEMICALLY GIFTED STUDENTS
KENT SCHOOL 6788 WILKINS LANE CHESTERTOWN,MD21620	N/A	PUBLIC	GENERAL OPERATING SUPPORT	7,144
KENT SCHOOL 6788 WILKINS LANE CHESTERTOWN,MD21620	N/A	PUBLIC	TOWARD THE CONSTRUCTION OF	25,000
			THE SCHOOL'S NEW LIBRARY
KENT SCHOOL 6788 WILKINS LANE CHESTERTOWN,MD21620	N/A	PUBLIC	IN SUPPORT OF THE KENT SCHOOL	1,000
			ANNUAL FUND (THE OSPREY FUND)
KIMBERTON WALDORF SCHOOL 410 W SEVEN STARS RD PHOENIXVILLE,PA19460	N/A	PUBLIC	MARGARET PENNYPACKER SCHRACK	15,000
			WHITELAW ENDOWMENT FUND -
			TO SUPPLY MERIT SCHOLARSHIPS TO
			ACADEMICALLY GIFTED STUDENTS
LANKENAU MEDICAL CNTR FNDTN 100 E LANCASTER AVE WYNNEWOOD,PA19096	N/A	PUBLIC	IN SUPPORT OF THE CANCER RISK	25,000
			ASSESSMENT AND GENETICS PROGRAM
LINDEN HALL 212 EAST MAIN ST LITITZ,PA17543	N/A	PUBLIC	IN SUPPORT OF THE GALE ENDOWMENT	15,000
			FUND
ST PAUL'S EPISCOPAL CHURCH 301 S LIBERTY ST CENTREVILLE,MD21617	N/A	PUBLIC	IN SUPPORT OF THE GALE-WHITELAW	15,000
			ENDOWMENT FUND FOR PROPERTY
			MAINTENANCE
ST PAUL'S PARISH KENT 7579 SANDY BOTTOM RD CHESTERTOWN,MD21620	N/A	PUBLIC	IN SUPPORT OF THE GALE-WHITELAW	15,000
			ENDOWMENT FUND - FOR BUILDING
			MAINTENANCE
WASHINGTON COLLEGE 300 WASHINGTON AVE CHESTERTOWN,MD21620	N/A	PUBLIC	GENERAL OPERATING SUPPORT FOR THE	15,000
			CENTER FOR THE ENVIRONMENT AND
			SOCIETY
WASHINGTON COLLEGE 300 WASHINGTON AVE CHESTERTOWN,MD21620	N/A	PUBLIC	IN SUPPORT OF THE GALE FUND FOR	10,000
			THE ENVIRONMENT - TO SUPPORT
			ENVIRONMENTALLY-ORIENTED STUDENTS
WASHINGTON COLLEGE 300 WASHINGTON AVE CHESTERTOWN,MD21620	N/A	PUBLIC	TOWARD CONSTRUCTION OF THE	10,000
			BENJAMIN A. JOHNSON FITNESS CENTER
WASHINGTON COLLEGE 300 WASHINGTON AVE CHESTERTOWN,MD21620	N/A	PUBLIC	2011 - 2012 ANNUAL FUND (THE	1,500
			WASHINGTON FUND) FOR SCHOLARSHIPS
WYE RIVER UPPER SCHOOL PO BOX 36 WYE MILLS,MD21679	N/A	PUBLIC	IN SUPPORT OF THE SCHOOL'S "BUILDING	5,000
			GREAT MINDS. SAVING GREAT
			SPACES" CAMPAIGN
YALE U OFFICE OF DEVELOPMENT PO BOX 2038 NEW HAVEN,CT06521	N/A	PUBLIC	IN SUPPORT OF YALE WOMEN'S CREW	10,000
			ENDOWMENT FUND
Total ................................. 3a				244,019

bApproved for future payment
WASHINGTON COLLEGE 300 WASHINGTON AVE CHESTERTOWN,MD21620	N/A	PUBLIC	CENTER FOR ENVIRONMENT AND SOCIETY	20,000
Total ................................. 3b				20,000

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	31
4 Dividends and interest from securities....			14	164,895
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	5,493
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)..				170,419

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

13170,419

(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:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2012 AccountingFeesSchedule

Name:

THOMAS H & BARBARA W GALE FNDTN

EIN: 34-1813012

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LINN, KIRK A.	6,300			6,300

- TIN:

TY 2012 CompensationExplanation

Name:

THOMAS H & BARBARA W GALE FNDTN

EIN: 34-1813012

Person Name	Explanation
BARBARA W GALE
THOMAS H GALE
ALICIA W GALE
ELIZABETH A GALE
JENNIFER G MANTZARIS

- TIN:

TY 2012 ExplnOfNonFilingWithAGStmt

Name:

THOMAS H & BARBARA W GALE FNDTN

EIN: 34-1813012

Statement:

THE OHIO ATTORNEY GENERAL REQUESTS THAT OHIO FOUNDATIONS FILE AN ANNUAL REPORT ONLINE WITH THE ATTORNEY GENERAL'S OFFICE IN LIEU OF SENDING A COPY OF THE FEDERAL TAX RETURN, FORM 990-PF. THE THOMAS H. & BARBARA W. GALE FOUNDATION HAS COMPLIED WITH THIS REQUEST.

- TIN:

TY 2012 InvestmentsCorpBondsSchedule

Name:

THOMAS H & BARBARA W GALE FNDTN

EIN: 34-1813012

Name of Bond	End of Year Book Value	End of Year Fair Market Value
CITIGROUP, INC. 2.65% 3-2-15	49,911	51,489
COOP. CNTRL RAIFFEI 2.125% 10-13-15	50,627	51,605
GEN ELEC CAP CORP 2.1% 1-7-14	50,986	50,821
GOLDMAN SACHS GRP 3.625% 2-7-16	50,030	52,926
MORGAN STANLEY GLBL 5.3% 3-1-13	51,315	50,273
SIMON PPTY GRP. 2.8% 1-30-17	51,663	52,760
TOYOTA MTR CRD 2.0% 9-15-16	51,289	51,837
VERIZON COMM'S, INC. 1.95% 3-18-14	51,223	50,904
WESTPAC BKG CORP 1.85% 12-9-13	50,781	50,730

- TIN:

TY 2012 InvestmentsCorpStockSchedule

Name:

THOMAS H & BARBARA W GALE FNDTN

EIN: 34-1813012

Name of Stock	End of Year Book Value	End of Year Fair Market Value
AG MTG INVT. TR., INC.	11,785	11,740
ACCENTURE PLC, CLASS A	13,151	14,963
AIR PRODUCTS & CHEMICALS, INC.
ALBANY INTL. CORP. CLASS A
AMERICAN EXPRESS CO.	33,115	45,984
AMERICAN WATER WORKS CO., INC.	22,506	24,135
APPLE, INC.	70,002	66,522
APPLE, INC.	12,390	10,643
AUTOMATIC DATA PROCESSING, INC.
AUTOLIV, INC.	19,059	20,217
AVERY DENNISON CORP.
AVON PRODUCTS, INC.
BANK OF AMERICA CORP.	30,325	23,220
BAXTER INTERNATIONAL, INC.
BECTON DICKINSON & CO.	91,802	93,828
BECTON DICKINSON & CO.
BEST BUY CO., INC.
BORG WARNER, INC.	95,417	96,687
BROADCAM CORP., CLASS A	11,337	9,963
CARDINAL HEALTH, INC.
CARNIVAL CORP.
CELGENE CORP.	15,780	15,694
CHEVRON CORP.	92,923	92,460
CHEVRON CORP.	26,208	37,849
CHUBB CORP.	27,253	41,426
CINTAS CORP.
CISCO SYSTEMS, INC.	10,005	9,825
CITY NATIONAL CORP.
COACH, INC.	28,643	24,980
COCA COLA ENTERPRISES, INC.	43,820	55,528
COVIDIEN PLC	29,514	33,201
COSTCO WHOLESALE CORP.
CROWN CASTLE INTL. CORP.	23,632	28,864
DANAHER CORP.	18,737	19,565
DEVON ENERGY CORP.
DISNEY, WALT CO.	88,985	92,858
DOVER CORP.	91,078	118,278
DU PONT E.I. DE NEMOURS & CO.	21,757	19,116
EMERSON ELECTRIC CO.	14,937	15,888
EXPRESS SCRIPTS HLDG. CO.	44,977	48,600
EXXON MOBIL CORP.
EXXON MOBIL CORP.	46,034	51,930
FMC TECHNOLOGIES, INC.	11,987	10,708
FLEXTRONICS INT'L. LTD.
GENERAL DYNAMICS CORP.	77,140	76,197
GENERAL ELECTRIC CO.	15,350	20,990
GOOGLE, INC. CLASS A	21,170	31,832
HOSPIRA, INC.	68,825	49,984
HOSPIRA, INC.
ILLINOIS TOOL WORKS, INC.	36,735	45,608
INTEL CORP.	48,758	30,930
INT'L. BUSINESS MACHINES CORP.
INT'L. SPEEDWAY CORP., CL. A
INVESCO LTD.	20,024	20,872
J.P. MORGAN CHASE & CO.	28,004	31,878
JACOBS ENGINEERING GROUP, INC.	77,805	76,626
JOHNSON & JOHNSON	89,817	105,150
JOHNSON & JOHNSON	80,329	87,625
KOHL'S CORP.
LAM RESEARCH CORP.
LAUDER, ESTEE CO., INC. CLASS A	21,085	20,951
LEUCADIA NATL. CORP.
LOCKHEED MARTIN CORP.	150,352	119,977
MCDONALDS CORP.
MCDONALDS CORP.	23,935	22,053
MEAD JOHNSON NUTRITION CO.
MICROCHIP TECHNOLOGY, INC.	83,436	84,734
MICROSOFT CORP.	59,914	53,419
NYSE EURONEXT
NATIONAL OILWELL VARCO, INC.	11,985	10,253
NESTLE SA SPNSRD. ADR	92,690	92,133
NESTLE SA SPNSRD. ADR	24,642	26,045
NETAPP, INC.	10,279	8,387
NORTHEAST UTILITIES	22,022	23,448
NOVARTIS AG SPNSRD. ADR	120,298	132,930
OMNICOM GROUP, INC.
PEPSICO, INC.	138,690	136,860
PFIZER, INC.	86,086	107,841
PFIZER, INC.	56,157	62,698
PLUM CREEK TIMBER CO., INC.	95,936	97,614
POTASH CORP. SASK., INC.	20,057	20,345
PRAXAIR, INC.	93,368	93,032
PRAXAIR, INC.	22,107	21,890
PROCTER & GAMBLE CO.
PROCTER & GAMBLE CO.	24,708	27,156
QUALCOMM, INC.	31,748	30,930
QUANTA SERVICES, INC.	14,083	15,009
QUEST DIAGNOSTICS, INC.
RAYONIER, INC.	18,247	20,732
RAYTHEON CO.
RIO TINTO PLC SPNSRD. ADR	97,266	92,944
ROBERT HALF INTL., INC.	14,748	15,114
ROCHE HLDG. LTD. SPNSRD. ADR	77,593	100,759
SAFEWAY, INC.
SCHLUMBERGER LTD.	121,371	117,808
SEADRILL LTD.	74,186	84,640
STARWOOD HOTELS & RSRTS WRLDWD, INC.	17,326	17,208
STATE STREET CORP.
STEELCASE, INC. CLASS A
3M CO.	121,884	129,990
3M CO.	33,272	37,140
TRIMBLE NAV. LTD.	14,838	19,428
UNION PACIFIC CORP.	83,597	100,576
UNION PACIFIC CORP.	33,823	37,716
UNITED HEALTH GROUP, INC.	44,262	46,104
UNITED TECHNOLOGIES CORP.	92,850	94,311
VF CORP.	15,133	15,097
VALMONT INDUSTRIES, INC.	22,480	23,896
VODAFONE GROUP PLC ADR	28,862	31,487
VULCAN MATERIALS CO.
WELLS FARGO & CO.	26,760	34,180
WEYERHAEUSER CO.
ARTIO INT'L. EQUITY FUND, CLASS I
COLUMBIA ST BOND FUND, CLASS Z	918,089	925,563
COLUMBIA VALUE & RSTRCTRNG FND, CL Z
ISHARES CORE TOTAL US BND MRKT ETF	50,539	49,986

- TIN:

TY 2012 InvestmentsGovtObligationsSch

Name:

THOMAS H & BARBARA W GALE FNDTN

EIN: 34-1813012

US Government Securities - End of Year Book Value:

336,414

US Government Securities - End of Year Fair Market Value:

356,790

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

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

- TIN:

TY 2012 LegalFeesSchedule

Name:

THOMAS H & BARBARA W GALE FNDTN

EIN: 34-1813012

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
SPIETH, BELL, MCCURDY & NEWELL L	1,268			1,268

- TIN:

TY 2012 OtherExpensesSchedule

Name:

THOMAS H & BARBARA W GALE FNDTN

EIN: 34-1813012

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
EXPENSES
FOREIGN DIVD. INV. FEES	119	119
OHIO FILING FEE	200		200

- TIN:

TY 2012 OtherLiabilitiesSchedule

Name:

THOMAS H & BARBARA W GALE FNDTN

EIN: 34-1813012

Description	Beginning of Year - Book Value	End of Year - Book Value
SECT. 4940 TAX PAYABLE	287	751

- TIN:

TY 2012 OtherProfessionalFeesSchedule

Name:

THOMAS H & BARBARA W GALE FNDTN

EIN: 34-1813012

Category	Amount	Net Investment Income	Disbursements for Charitable Purposes
HORN, DANIEL L.	2,176	1,188	988
LEGG MASON INV'S - INV. MGMT FEE	11,524	11,524
U.S. TRUST CO. INV. MGMT. FEE	3,799	3,799

- TIN:

TY 2012 TaxesSchedule

Name:

THOMAS H & BARBARA W GALE FNDTN

EIN: 34-1813012

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
2012 SECTION 4940 TAX	3,051
FOREIGN DIVIDEND TAXES	1,247	1,247