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
PROCTOR-MULLIGAN FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1 WEST 4TH STREET D4000-041 Room/suite

City or town, state, and ZIP code
WINSTON SALEM, NC27101

A Employer identification number

43-6880485

B Telephone number (see instructions)

(336) 747-8190

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

$5,938,731J 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	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	145,542		143,125
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		190,485
b	Gross sales price for all assets on line 6a 1,523,953
7	Capital gain net income (from Part IV, line 2)...			190,485
8	Net short-term capital gain.........				0
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......
12	Total. Add lines 1 through 11........	336,027		333,610
13	Compensation of officers, directors, trustees, etc.	53,988		40,491		13,497
14	Other employee salaries and wages......			0	0	0
15	Pension plans, employee benefits.......			0	0
16a	Legal fees (attach schedule).........					0
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....					0
17	Interest...............					0
18	Taxes (attach schedule) (see instructions)		4,382	2,070		0
19	Depreciation (attach schedule) and depletion...		0	0
20	Occupancy..............
21	Travel, conferences, and meetings.......			0	0
22	Printing and publications..........			0	0
23	Other expenses (attach schedule).......
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	58,370		42,561	0	13,497
25	Contributions, gifts, grants paid........	284,777				284,777
26	Total expenses and disbursements. Add lines 24 and 25	343,147		42,561	0	298,274
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-7,120
b	Net investment income (if negative, enter -0-)			291,049
c	Adjusted net income (if negative, enter -0-)...				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...............	2,558	3,348	3,348
	2	Savings and temporary cash investments..........	317,112	139,633	139,633
	3	Accounts receivable
		Less: allowance for doubtful accounts		0	0
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts 0
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)	122,253	122,253	133,816
	b	Investments—corporate stock (attach schedule)........	4,151,721	4,350,511	5,079,509
	c	Investments—corporate bonds (attach schedule)........	555,766	510,696	582,425
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........			0
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	5,149,410	5,126,441	5,938,731
	17	Accounts payable and accrued expenses..........
	18	Grants payable...................
	19	Deferred revenue..................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22)..........		0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........	5,149,410	5,126,441
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	5,149,410	5,126,441
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	5,149,410	5,126,441

Part III	Analysis of Changes in Net Assets or Fund Balances
1	Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
	with end-of-year figure reported on prior year’s return)...............	1	5,149,410
2	Enter amount from Part I, line 27a.....................	2	-7,120
3	Other increases not included in line 2 (itemize)	3	0
4	Add lines 1, 2, and 3..........................	4	5,142,290
5	Decreases not included in line 2 (itemize)	5	15,849
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	5,126,441

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.)		(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	325. ADT CORP/THE	2008-11-18	2012-10-26
b	950. AT&T INC	2008-11-18	2012-06-20
c	25000. ABBOTT LABS 4.350% 3/15/14	2008-04-01	2012-12-10
d	1400. BMC SOFTWARE INC COM RTS EXP 05/12/2005	2009-03-31	2012-02-23
e	410. BERKSHIRE HATHAWAY INC.	2008-03-25	2012-06-20
	335. BHP LIMITED SPONS ADR COM	2011-12-05	2012-06-20
	290. CELANESE CORP	2011-07-27	2012-06-20
	220. CHEVRONTEXACO CORP COM	2008-05-21	2012-06-20
	10000. CONOCOPHILLIPS 4.750% 10/15/12	2003-10-09	2012-10-15
	945. EXXON MOBIL CORP COM	2008-05-21	2012-06-20
	4286.903 GOLDMAN SACHS GROWTH OPPORTUNITIES INSTITUTIONAL SHARES	2011-08-31	2012-06-05
	600. HEWLETT-PACKARD CO COM	2011-08-02	2012-08-31
	2752.294 HUSSMAN STRATEGIC GROWTH FD	2011-08-02	2012-10-01
	280. INTL BUSINESS MACHINES CORP COM	2008-05-21	2012-06-20
	230. INTL BUSINESS MACHINES CORP COM	2008-03-25	2012-07-02
	850. JOHNSON & JOHNSON COM	2008-05-21	2012-06-20
	2000. KELLOGG CO COM	2008-05-21	2012-05-31
	10000. KIMBERLY CLARK CORP 5.625% 02-15-12	2002-07-16	2012-02-15
	1100. MICROSOFT CORP COM	2008-03-25	2012-06-20
	540. OCCIDENTAL PETE CORP COM	2008-08-13	2012-06-20
	1285. PEPSICO INC COM	2008-05-21	2012-06-20
	545. PROCTER & GAMBLE CO COM	2009-10-29	2012-06-20
	260. ROSS STORES INC COM	2008-08-13	2012-06-20
	1105. ROSS STORES INC COM	2008-08-13	2012-07-02
	520. SPDR DOW JONES REIT ETF	2008-11-18	2012-06-25
	1730. STATE STR CORP COM	2009-10-29	2012-05-31
	260. 3M CO COM	2007-12-31	2012-06-20
	665. WAL MART STORES INC COM	2007-12-31	2012-06-20
	1120. WATERS CORP COM	2009-03-31	2012-05-31
	230. WATERS CORP COM	2009-03-31	2012-06-11
	4920. WESTERN UNION CO/THE	2008-05-21	2012-02-24
	.963 PENTAIR, LTD.	2008-11-18	2012-10-11
	155. PENTAIR, LTD.	2008-11-18	2012-10-26
	1850. TYCO INTERNATIONAL LTD NEW	2008-11-18	2012-06-20
	700. TYCO INTERNATIONAL LTD NEW	2008-11-18	2012-07-02

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	13,636	3,964	9,672
b	33,440	25,175	8,265
c	26,277	24,801	1,476
d	54,693	46,004	8,689
e	33,660	35,709	-2,049
	22,297	30,987	-8,690
	11,171	15,949	-4,778
	22,679	21,887	792
	10,000	9,954	46
	79,709	86,895	-7,186
	101,214	100,000	1,214
	10,125	20,832	-10,707
	30,000	33,523	-3,523
	55,318	33,866	21,452
	44,928	27,118	17,810
	56,634	56,724	-90
	97,870	103,255	-5,385
	10,000	10,315	-315
	33,780	38,720	-4,940
	45,273	41,969	3,304
	87,738	93,183	-5,445
	32,688	32,411	277
	17,443	4,915	12,528
	69,481	20,890	48,591
	36,020	25,150	10,870
	71,338	75,736	-4,398
	22,752	22,064	688
	45,332	31,860	13,472
	89,808	68,521	21,287
	18,095	8,430	9,665
	87,822	107,807	-19,985
	42	13	29
	6,381	2,155	4,226
	98,181	59,555	38,626
	37,154	13,131	24,023

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			9,672
b			8,265
c			1,476
d			8,689
e			-2,049
			-8,690
			-4,778
			792
			46
			-7,186
			1,214
			-10,707
			-3,523
			21,452
			17,810
			-90
			-5,385
			-315
			-4,940
			3,304
			-5,445
			277
			12,528
			48,591
			10,870
			-4,398
			688
			13,472
			21,287
			9,665
			-19,985
			29
			4,226
			38,626
			24,023

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	190,485
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	249,437	5,727,535	0.04355
2010	248,033	5,286,859	0.046915
2009	192,581	4,765,405	0.040412
2008	62,752	4,592,483	0.013664
2007	67,434	1,404,277	0.04802

2	Total of line 1, column (d) ......................	2	0.192561
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	0.038512
4	Enter the net value of noncharitable-use assets for 2012 from Part X, line 5.....	4	5,880,180
5	Multiply line 4 by line 3.......................	5	226,457
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	2,910
7	Add lines 5 and 6.........................	7	229,367
8	Enter qualifying distributions from Part XII, line 4..............	8	298,274
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	2,910
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2	0
3	Add lines 1 and 2............................	3	2,910
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4	0
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	2,910
6	Credits/Payments:

a	2012 estimated tax payments and 2011 overpayment credited to 2012	6a	1,600
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	0
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	1,600
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	0
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	1,310
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	0

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

Yes

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

The books are in care of bullet

WELLS FARGO BANK NA Telephone no. bullet

(336) 747-8190

Located at bullet

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

27150

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

At any time during calendar year 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
WELLS FARGO BANK NA	Trustee 4	53,988
1525 WEST WT HARRIS BLV D1114-044 CHARLOTTE,NC282881161	Trustee 4	53,988

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...................				0

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

5,653,101

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

316,625

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

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

5,969,726

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

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

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

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

5,969,726

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

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

89,546

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

5,880,180

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

294,009

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

294,009

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

2,910

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

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

2,910

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

291,099

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

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

291,099

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

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

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

291,099

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 ..........

298,274

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

298,274

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).................

2,910

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

295,364

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	(b) Years prior to 2011	(c) 2011	(d) 2012
1 Distributable amount for 2012 from Part XI, line 7					291,099
2 Undistributed income, if any, as of the end of 2012:
a Enter amount for 2011 only.......				284,777
b Total for prior years:2010, 20, 20			0
3 Excess distributions carryover, if any, to 2012:
a From 2007.......	0
b From 2008.......	0
c From 2009.......	0
d From 2010.......	0
e From 2011.......	0
fTotal of lines 3a through e.........		0
4Qualifying distributions for 2012 from Part
XII, line 4: $ 298,274
a Applied to 2011, but not more than line 2a				284,777
b Applied to undistributed income of prior years (Election required—see instructions)......			0
c Treated as distributions out of corpus (Election required—see instructions).........		0
d Applied to 2012 distributable amount.....					13,497
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2012.		0			0
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		0
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........			0
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......			0
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........			0
e Undistributed income for 2011. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2012. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2013 ..........					277,602
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............		0
8Excess distributions carryover from 2007 not applied on line 5 or line 7 (see instructions) ...		0
9Excess distributions carryover to 2013. Subtract lines 7 and 8 from line 6a ......		0
10 Analysis of line 9:
a Excess from 2008....	0
b Excess from 2009....	0
c Excess from 2010....	0
d Excess from 2011....	0
e Excess from 2012....	0

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
FIRST BAPTIST CHURCH OF COLUMBIA ATTN CHAIR OF THE ENDOWMENT BOARD COLUMBIA,MO65201	NONE	PUBLIC CHARITY	GENERAL SUPPORT	284,777
Total ................................. 3a				284,777

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
4 Dividends and interest from securities....			14	145,542
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	190,485
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)..				336,027

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

13336,027

(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 InvestmentsCorpBondsSchedule

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

Name of Bond	End of Year Book Value	End of Year Fair Market Value
349913889 FORWARD HOOVER SMALL
29875E100 AMERCAN EUROPACIFIC
04315J837 ARTIO INTERNATIONAL
880196506 TEMPLETON FOREIGN
002824AQ3 ABBOTT LABS
17275RAC6 CISCO SYSTEMS INC	51,259	57,153
20825CAE4 CONOCOPHILLIPS
263534BQ1 E.I. DU PONT DE NEMO	40,670	46,204
291011AU8 EMERSON ELEC CO	25,379	27,683
291011AX2 EMERSON ELECTRIC CO	15,184	18,145
369604AY9 GENERAL ELECTRIC COM	25,955	25,095
369604BC6 GENERAL ELECTRIC CO	15,018	17,687
377372AD9 GLAXOSMITHKLINE CAPI	50,668	60,902
427866AM0 HERSHEY CO	9,969	11,046
459200GM7 IBM CORPORATION 7	49,749	66,785
494368AR4 KIMBERLY CLARK CORP
494368BB8 KIMBERLY-CLARK	26,953	30,661
68389XAC9 ORACLE CORP	50,795	60,851
724479AG5 PITNEY BOWES INC	49,659	52,547
78387GAP8 SBC COMMUNICATIONS	49,918	53,710
931142BY8 WAL-MART STORES	39,821	43,808
976656BX5 WISCONSIN ELECTRIC	9,699	10,148

- TIN:

TY 2012 InvestmentsCorpStockSchedule

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

Name of Stock	End of Year Book Value	End of Year Fair Market Value
548661107 LOWES CO
580135101 MCDONALDS CORP	72,676	105,852
778296103 ROSS STORES INC	56,966	196,617
824348106 SHERWIN WILLIAMS CO
948626106 WEIGHT WATCHERS
054303102 AVON PROD
487836108 KELLOGG CO
713448108 PEPSICO INC	10,046	27,714
742718109 PROCTER & GAMBLE CO	27,059	30,890
931142103 WAL MART STORES INC	16,162	23,198
81369Y506 AMEX ENERGY
166764100 CHEVRON CORP	98,181	135,175
30231G102 EXXON MOBIL CORPORAT	26,259	41,111
674599105 OCCIDENTAL PETE CORP	29,198	38,688
025816109 AMERICAN EXPRESS CO	12,631	27,590
084670702 BERKSHIRE HATHAWAY I	76,324	97,773
354613101 FRANKLIN RESOURCES
46625H100 JPMORGAN CHASE & CO	73,033	75,847
857477103 STATE STREET CORP
902973304 US BANCORP DEL NEW	75,021	100,132
478160104 JOHNSON & JOHNSON	44,471	52,575
703395103 PATTERSON CO
717081103 PFIZER INC
74834L100 QUEST DIAGNOSTIC
883556102 THERMO FISHER SCIENT	58,202	63,780
941848103 WATERS CORP
053611109 AVERY DENNISON CORP
31428X106 FEDEX CORP
349853101 FORWARD AIR
452308109 ILLINOIS TOOL WORKS
88579Y101 3M CO	71,829	84,958
00846U101 AGILENT TECHNOLOGIES
053015103 AUTOMATIC DATA
055921100 BMC SOFTWARE
17275R102 CISCO SYSTEMS INC	25,476	23,579
464281101 HENRY JACK & ASSOC
459200101 INTERNATIONAL BUSINE	68,379	118,761
594918104 MICROSOFT CORP	89,222	88,142
959802109 WESTERN UNION
690768403 OWENS ILL INC
826552101 SIGMA ALDRICH CORP
810186106 THE SCOTTS MIRACLE
00206R102 AT & T INC	68,435	89,332
816851109 SEMPRA ENERGY
25243Q205 DIAGEO PLC - ADR	40,100	104,922
H5833N103 NOBLE CORPORATION
83175M205 SMITH & NEPHEW PLC
H89128104 TYCO INTERNATIONAL L	6,061	19,013
015271109 ALEXANDRIA RE
00163T109 AMB PPTY CORP
78464A607 SPDR DOW JONES REIT
037833100 APPLE INC	45,129	66,522
04314H204 ARTISAN INTERNATIONA	125,000	140,565
04315J837 ARTIO INTERNATIONAL	83,000	108,200
088606108 BHP BILLITON LIMITED	33,298	34,113
097023105 BOEING CO	34,243	37,303
150870103 CELANESE CORP	30,180	28,277
20030N101 COMCAST CORP CLASS A	27,648	44,832
22544R305 CREDIT SUISSE COMM R	255,000	239,414
25264S833 DIAMOND HILL LONG-SH	230,000	249,840
256206103 DODGE & COX INT'L ST	125,000	134,656
268648102 E M C CORP MASS	25,415	25,300
339128100 JP MORGAN MID CAP VA	170,000	194,180
38142Y401 GOLDMAN SACHS GRTH O
428236103 HEWLETT PACKARD CO
448108100 HUSSMAN STRATEGIC GR	171,477	153,976
458140100 INTEL CORP	56,732	47,838
487300808 KEELEY SMALL CAP VAL	142,000	167,790
589509108 MERGER FD SH BEN INT	122,000	122,227
683974505 OPPENHEIMER DEVELOPI	205,000	225,195
78463X863 SPDR DJ WILSHIRE INT	239,371	259,637
87234N849 TCW SMALL CAP GROWTH	148,000	146,820
872540109 TJX COS INC NEW	21,524	33,960
87612E106 TARGET CORP	24,820	29,585
907818108 UNION PACIFIC CORP	41,803	53,431
922042858 VANGUARD MSCI EMERGI	305,135	306,812
922908553 VANGUARD REIT VIPER	230,725	249,448
04314H600 ARTISAN MID CAP FUND	185,000	192,154
12572Q105 CME GROUP INC	19,538	17,988
367829884 GATEWAY FUND - Y #19	100,000	98,439
38259P508 GOOGLE INC	45,442	53,054
68389X105 ORACLE CORPORATION	62,300	72,304

- TIN:

TY 2012 InvestmentsGovtObligationsSch

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

US Government Securities - End of Year Book Value:

122,253

US Government Securities - End of Year Fair Market Value:

133,816

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

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

- TIN:

TY 2012 OtherDecreasesSchedule

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

Description	Amount
MUTUAL FUND TIMING DIFFERENCE	14,763
PY RETURN OF CAPITAL	1,086

- TIN:

TY 2012 TaxesSchedule

Name:

PROCTOR-MULLIGAN FOUNDATION

EIN: 43-6880485

Category	Amount	Net Investment Income
FEDERAL TAX PAYMENT - PRIOR YE	712	0
FEDERAL ESTIMATES - PRINCIPAL	1,600	0
FOREIGN TAXES ON QUALIFIED FOR	1,425	1,425
FOREIGN TAXES ON NONQUALIFIED	645	645