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
BADGER CREEK CORPORATION
 

Number and street (or P.O. box number if mail is not delivered to street address)6500 W 194TH STREET   Room/suite
City or town, state, and ZIP code
STILWELL, KS66085
A Employer identification number

20-1210921
B Telephone number (see instructions)

(913) 599-5010
C bullet
G Check all that apply:

D 1. bullet
2. bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$40,484,183J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 25,000,000
2 Check bullet
3 Interest on savings and temporary cash investments 25,846 25,846 25,846
4 Dividends and interest from securities...... 7,364 7,364 7,364
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 Click to see attachment -1,286
b Gross sales price for all assets on line 6a 413,641
7 Capital gain net income (from Part IV, line 2)... 200
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances 1,846,934
b Less: Cost of goods sold.... 1,661,415
c Gross profit or (loss) (attach schedule)..... Click to see attachment 185,519 185,519
11 Other income (attach schedule)....... Click to see attachment 184,905 126,800 184,905
12 Total. Add lines 1 through 11........ 25,402,348 160,210 403,634
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages...... 120,178     120,178
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 23,256     23,256
b Accounting fees (attach schedule)....... Click to see attachment 3,795     3,795
c Other professional fees (attach schedule).... Click to see attachment 108,260     108,260
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 22,283 391   21,892
19 Depreciation (attach schedule) and depletion... Click to see attachment 189,540   189,540
20 Occupancy..............        
21 Travel, conferences, and meetings....... 23,119     23,119
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 575,659 1,194 214,094 319,371
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,066,090 1,585 403,634 619,871
25 Contributions, gifts, grants paid........ 2,500 2,500
26 Total expenses and disbursements. Add lines 24 and 25 1,068,590 1,585 403,634 622,371
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 24,333,758
b Net investment income (if negative, enter -0-) 158,625
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 Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............... 96,212 307,768 307,768
2 Savings and temporary cash investments.......... 7,063,783 7,728,790 7,728,790
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see page 15 of the
instructions)....................      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............   414,258 414,258
9 Prepaid expenses and deferred charges...........   2,122 2,122
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........   Click to see attachment3,013,384 3,002,037
c Investments—corporate bonds (attach schedule)........   Click to see attachment15,790,600 15,556,052
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet13,473,156
Less: accumulated depreciation (attach schedule) bullet281,445 8,947,775 Click to see attachment13,191,711 13,473,156
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 16,107,770 40,448,633 40,484,183
Liabilities 17 Accounts payable and accrued expenses.......... 5,536 12,641
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 5,536 12,641
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 16,102,234 40,435,992
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 16,102,234 40,435,992
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 16,107,770 40,448,633
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 16,102,234
2 Enter amount from Part I, line 27a..................... 2 24,333,758
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 40,435,992
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 40,435,992
Form 990-PF (2012)
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.)
1a
b
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a
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
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 200
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see 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 3,658,809 2,130,359 1.717461
2010 820,528 1,926,793 0.425852
2009 5,482,631 6,105,216 0.898024
2008 1,064,405 6,242,337 0.170514
2007 15,710 6,036,978 0.002602
2 Total of line 1, column (d) ...................... 2 3.214453
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 0.642891
4 Enter the net value of noncharitable-use assets for 2012 from Part X, line 5..... 4 14,540,231
5 Multiply line 4 by line 3....................... 5 9,347,784
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 1,586
7 Add lines 5 and 6......................... 7 9,349,370
8 Enter qualifying distributions from Part XII, line 4.............. 8 6,930,153
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)
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 Bulletand enter “N/A” on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 3,173
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2............................ 3 3,173
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 3,173
6 Credits/Payments:
a 2012 estimated tax payments and 2011 overpayment credited to 2012 6a 2,122
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 2,122
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 1,051
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2013 estimated taxBullet   Refunded Bullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletKS, MO, AZ, NM
    b
    If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2012 or the taxable year beginning in 2012 (see instructions for Part XIV)?
    If “Yes,” complete Part XIV.............................
    9
    Yes
     
    10
    Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.Click to see attachment
    10
    Yes
     
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletNELSON D SHIRLEY Telephone no.bullet (913) 599-5010
    Located atbullet6500 W 194TH STREETSTILWELLKS ZIP+4bullet66085
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16
    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? .................
    16
     
    No
    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)
    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
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check “No”
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2012?.............
    1c
     
     
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2012, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2012?...............
    If “Yes,” list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer “No” and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If “Yes,” did it have excess business holdings in 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.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2012?
    4b
     
    No
    5a
    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))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2012)
    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
    NELSON D SHIRLEYClick to see attachment PRESIDENT
    20.00     		0 0 0
    6500 W 194 STREET
    STILWELL,KS66085
    JAMES N SHIRLEYClick to see attachment SECRETARY/VP
    15.00     		0 0 0
    6500 W 194 STREET
    STILWELL,KS66085
    LORI KELLYClick to see attachment DIRECTOR
    5.00     		0 0 0
    6500 W 194 STREET
    STILWELL,KS66085
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE.”
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 3
    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
    DENNIS KELLY WORKMAN CONTRACTOR 74,204
    PO BOX 664
    SPRINGERVILLE,AZ85925
    HEADQUARTERS WEST LTD CONSULTING 60,000
    PO BOX 1980
    ST JOHNS,AZ85936
    MICHAEL MCMILLAN CONTRACTOR 52,516
    PO BOX 173
    LUNA,NM87824
    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 ACQUISITION OF LAND, LAND IMPROVEMENTS, EQUIPMENT & LIVESTOCK PURSUANT TO THE FOUNDATION'S EXEMPT PURPOSE 6,307,782
    2 PRESERVATION AND PROMOTION OF BIODIVERSITY OF WILDLANDS 622,371
    3  
    4  
    Form 990-PF (2012)
    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.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    5,103,189
    b
    Average of monthly cash balances.......................
    1b
    9,658,467
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    14,761,656
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    14,761,656
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see
    instructions) .............................
    4
    221,425
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    14,540,231
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    727,012
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
     
    2a
    Tax on investment income for 2012 from Part VI, line 5......
    2a
     
    b
    Income tax for 2012. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
     
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
     
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
     
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
     
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    622,371
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    6,307,782
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    6,930,153
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    6,930,153
    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)
    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  
    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.......  
    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: bullet$  
    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).........     		 
    d Applied to 2012 distributable amount.....  
    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 ..........     		 
    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)
    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 section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2012 (b) 2011 (c) 2010 (d) 2009
    0   53,093 120,107 173,200
    b 85% of line 2a .........     45,129 102,091 147,220
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		6,930,153 3,658,809 821,059 5,482,631 16,892,652
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ....     		2,500 2,500 410   5,410
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		6,927,653 3,656,309 820,649 5,482,631 16,887,242
    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...     		484,675 71,012 64,227 203,507 823,421
    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).)
    NELSON D SHIRLEY
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number 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)
    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)
    aPaid during the year
    QUIVIRA COALITION INC
    1413 2ND STREET SUITE 1
    SANTA FE,NM87505     		  501(C)3 SUPPORT OF ECOLOGICAL HEALTH 2,500
    Total .................................bullet 3a 2,500
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2012)
    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
    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 25,846  
    4 Dividends and interest from securities....     14 7,364  
    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.....     14 126,800  
    8Gain or (loss) from sales of assets other than inventory     14 200 -1,486
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..         185,519
    11 Other revenue: aCUSTOM GRAZING FEES         24,505
    bECOLOGICAL-RANGE RIDERS         12,000
    cRECREATION         21,600
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   160,210 242,138
    13Total. Add line 12, columns (b), (d), and (e)..................
    13402,348
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If “Yes,” complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2012)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    OMB No. 1545-0047
    2012
    Name of the organization
    BADGER CREEK CORPORATION
     
    Employer identification number

    20-1210921
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    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
    Special Rules
    ......................... 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
    BADGER CREEK CORPORATION
          		Employer identification number

    20-1210921
    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
    1
     
     

    NELSON D SHIRLEY    
    6500 W 194TH STREET
       
    STILWELL, KS   66085

    		$25,000,000


    (Complete Part II if there is a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  


    (Complete Part II if there is a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  


    (Complete Part II if there is a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  


    (Complete Part II if there is a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  


    (Complete Part II if there is a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  


    (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
    BADGER CREEK CORPORATION
          		Employer identification number

    20-1210921
    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
    BADGER CREEK CORPORATION
          		Employer identification number

    20-1210921
    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 (c) Use 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 (c) Use 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 (c) Use 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 (c) Use 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:  
    Software Version:  

    TY 2012 AccountingFeesSchedule
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INDIRECT ACCOUNTING FEES 3,795     3,795

    TY 2012 CompensationExplanation
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Person Name Explanation
    NELSON D SHIRLEY  
    JAMES N SHIRLEY  
    LORI KELLY  

    Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

    TY 2012 DepreciationSchedule
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    DEPRECIATION           189,540   189,540  

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    TY 2012 GainLossSaleOtherAssetsSch
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Name Date Acquired How Acquired Date Sold Purchaser Name Gross Sales Price Basis Basis Method Sales Expenses Total (net) Accumulated Depreciation
    MOVE TO INVENTORY   PURCHASE 2012-01   329,697 354,366       24,669
    9 BRED COWS-WAS 62 2010-12 PURCHASE 2012-02   4,374 9,000     -3,072 1,554
    7 BRED COWS-WAS 62 2010-12 PURCHASE 2012-12   5,055 7,000     180 2,125
    4 BRED COWS-WAS 62 2010-12 PURCHASE 2012-06     4,000     -3,071 929
    35 BRED COWS-WAS 62 2010-12 PURCHASE 2012-12   23,983 35,000     -392 10,625
    7 HEIFER CALVES-RAISED 2012-01 PURCHASE 2012-02   5,030       5,030  
    9 BRED HEIFERS-WAS 63 2010-11 PURCHASE 2012-02   13,938 9,482     6,093 1,637
    GELDING-WILDFIRE 2011-06 PURCHASE 2012-03     1,500     -1,300 200
    GELDING-BLUE DUCK 2011-10 PURCHASE 2012-08   1,500 1,500     148 148
    1 BRED HEIFER-WAS 63 2010-11 PURCHASE 2012-04   626 1,054     -221 207
    1 BRED HEIFER-WAS 63 2010-11 PURCHASE 2012-05   848 1,054     26 232
    39 BRED HEIFERS-WAS 63 2010-11 PURCHASE 2012-12   26,724 41,087     -1,890 12,473
    1 BULL-WAS 69 2011-01 PURCHASE 2012-06     1,929     -1,653 276
    2 BULLS-WAS 69 2011-01 PURCHASE 2012-12   1,666 3,857     -1,364 827

    TY 2012 InvestmentsCorpBondsSchedule
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Name of Bond End of Year Book Value End of Year Fair Market Value
    JOHNSON CNTY KS 4.875% SCH DIS 28,877 28,802
    FOND DU LAC WI 2.25% SCH DIST 50,463 51,587
    GRAND RIVER OK 4.58% DAM REV A 55,582 52,004
    HAMMOND IN 5.04% MULT FAM TAX 56,516 54,604
    ANACORTES WA 4.429 UTL SYS BAB 57,019 53,337
    KANSAS ST 4.25% FIN AUTH TAXAB 57,053 55,957
    SAVANAH GA 1.9% GA TECH TAX DU 80,407 80,304
    KENTUCKY ST 5.39% PWR AUTH TAX 80,821 78,226
    NORWOOD MA 4.85% MUN PRUP TAX 81,470 78,617
    WARREN WOODS MI 3.25% ENE CONS 101,700 99,360
    CHESTER CNTY PA 4.981 SCH LEAS 109,161 102,982
    DC UNIV - HOWARD 5.991% REV TA 113,862 112,157
    KANSAS ST 5.5% ST PROJ BAB DUE 114,216 112,763
    UNIV OF ALABAMA 4.64% GEN REV 117,878 115,030
    MAHTOMEDIA MN 5% SCH DIST TAX 118,616 109,708
    COLUMBIA MO 5.44% SWR WTR TAX 130,144 125,276
    CALLAWAY CNTY MO 2.75% IND DEV 160,025 160,642
    FREMONT MI 4.62% SCH DIST BAB 161,665 161,045
    KANSAS ST 3.933% K STATE TAX D 162,860 161,687
    COLORADO RIVER TX 1.5% WTR DIS 171,268 171,132
    PORTLAND OR 5.36% URBAN RENW B 173,387 164,916
    UNIVERSITY OF NORTH TX 3.2% ED 177,928 176,680
    FAIRFIELD OH 4.44% ROAD IMP BA 196,300 187,573
    ONSLOW CNTY NC 1.72% GENL OBLI 201,785 200,418
    AMERICAN EXPRESS 1.4 CD DUE 10 201,866 201,954
    TENNESSEE ST 2.379% SCH DIST T 204,865 199,716
    KANSAS CITY MO 3.68% REF IMPT 215,525 209,100
    LAS VEGAS VALLEY NV 3.708% WTR 217,381 214,880
    GUNNISON CNTY CO 3.75% COPS BL 240,725 239,234
    DECATUR MI 6.45% PUB SCH DUE 5 245,000 229,632
    BANCO POPULAR .55% CD DUE 01/2 248,000 248,025
    BMW BANK NA .75 249,750 250,615
    STATE BANK OF INDIA 2% CD DUE 250,000 253,295
    CIT BANK 1.5% CD DUE 5/30/17 250,000 252,955
    DISCOVER BANK 1.8% CD DUE 6/06 250,000 252,885
    BEAL BANK .5% BANK CD DUE 6/05 250,000 250,078
    ALLY BANK .80% CD DUE 6/6/14 250,000 250,665
    SAFRA NAT BANK .75% CD DUE 12/ 250,000 250,618
    SOVEREIGN BANK .75% BANK CD DU 250,000 250,560
    GOLDMAN SACHS 1.1% BANK CD DUE 250,000 250,478
    GE CAPITAL RETAIL 1.35% CD DUE 250,000 250,138
    COMPASS BANK .55% CD DUE 6/07/ 250,000 250,130
    HUNTINGTON BANK .45% CD DUE 6/ 250,000 250,025
    GE CAPITAL FINANCIAL 1.1% CD D 250,000 249,855
    SALLIE MAE BANK 1% CD DUE 7/25 250,025 250,675
    BANK OF INDIA NY .4% CD DUE 05 250,025 249,973
    HANCOCK BANK .4% CD DUE 5/21/1 250,025 249,988
    BANK OF HAPOLIM BM NY .5% CD D 250,025 249,915
    BERKS CNTY PA 2.728% SER A TAX 251,872 249,950
    UNIV OF OKLAHOMA 2.793 REV TAX 251,965 250,758
    HUDSON NY 4.35% SCH DIST TAX D 252,025 243,526
    KENTUCKY ST 4.44% PROP & BLDG 252,326 251,957
    AUSTIN TX 2.206% ELEC SYS TAX 253,772 249,925
    BRIDGEMAN MI 3.8% PUB SCH BAB 266,277 260,475
    CREEK CNTY OK 4.93% EDU FAC TA 276,055 265,103
    WASHINGTON UNIV MO 3.527% EDU 277,960 276,450
    JEFFERSON WI 4.05% ENE TAXABLE 279,415 267,828
    METRO CO ST 4.438% DENVER RR R 281,975 272,483
    UNION CNTY PA 5.61% GENL OBLIG 290,290 280,395
    TULSA OK 5% REV UNIV TAX DUE 1 292,112 285,285
    TULSA OK 6.3% PUB FAC LEASE TA 293,432 291,498
    PIMA CNTY AZ 5.023% SCH IMP BA 296,540 283,923
    CACHE OK 5.607 EDU FAC DUE 9/0 296,870 278,380
    SEDGWICK CNTY KS 5.29% SCH DIS 303,820 287,635
    PASSAIC CNTY NJ 2.528% WASTE D 304,864 303,342
    KANSAS ST 5.76% DEV AUTH DUE 1 308,655 310,293
    GREEN BAY WI 1.5% PUB SCH TAXA 317,121 316,646
    TOLEDO OH 2% HSG IPT TAX DUE 1 319,012 317,896
    EASTERN MI UNIV 5.33% REV BAB 324,837 314,702
    CAMDEN CNTY NJ 2.6% IMPT AUTH 339,032 341,949
    NEW YORK CITY NY 4.298% TRANS 403,557 406,177
    DAVENPORT IA 5.7% GENL OB BAB 474,601 449,280

    TY 2012 InvestmentsCorpStockSchedule
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Name of Stock End of Year Book Value End of Year Fair Market Value
    NORFOLK SOUTHERN CORP 121,873 123,680
    PHILIP MORRIS INTL INC COM 123,515 117,096
    UNILEVER NV 114,882 114,900
    AUTOMATIC DATA PROCESSING, INC 114,634 113,860
    CHEVRON CORPORATION 107,445 108,140
    CHURCH & DWIGHT CO INC 107,875 107,140
    GLAXOSMITHKLINE PLC ADRF 105,001 104,328
    BRITISH AMERICAN TOBACCO PLC 104,532 101,250
    KRAFT FOODS GROUP, INC. 93,567 90,940
    MCDONALDS CORP 91,230 88,210
    APPLE, INC 91,450 85,148
    BP PLC 83,214 83,280
    BLACKROCK INC 79,062 82,684
    INTEL CORP 83,369 82,480
    CENTURYTEL INC 79,574 78,240
    LOCKHEED MARTIN CORP 74,620 73,832
    JOHNSON & JOHNSON 69,575 70,100
    WASTE MANAGEMENT 65,643 67,480
    DOW CHEMICAL COMPANY 61,072 64,658
    DUKE ENERGY CORPORATION 65,345 63,800
    CONAGRA FOODS INC 57,952 59,000
    SPECTRA ENERGY CORP 57,572 54,760
    PENGROWTH ENERGY TRUST 77,203 74,550
    DUKE REALTY CORPORATION 54,614 55,480
    ROYAL BANK OF CANADA 119,784 120,600
    TRANSCANADA CORP F 92,908 94,640
    SPDR S&P EMERGING MARKET DIVID 92,482 94,360
    SPDR GOLD TRUST SHARES 327,889 324,041
    HEALTH CARE REIT INC 118,451 122,580
    BROOKFIELD INFASTRUCTURE PARTN 68,194 70,500
    ANNALY CAPITAL MANAGEMENT, INC 57,734 56,160
    APARTMENT INVESTMENT & MANAGEM 51,123 54,120

    TY 2012 LandEtcSchedule2
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    BUILDINGS & EQUIPMENT 2,635,203 281,445 2,353,758 2,635,203
    LAND 10,837,953   10,837,953 10,837,953


    TY 2012 LegalFeesSchedule
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INDIRECT LEGAL FEES 23,256     23,256


    TY 2012 OtherExpensesSchedule
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPENSES        
    CONTRACT LABOR 48,528   32,737 15,791
    RESIDENT HERD EXPENSES 171,729   115,849 55,880
    ECOLOGICAL SERVICES EXPENSE 86,307   58,223 28,084
    LOGGING & THINNING 10,800   7,285 3,515
    REPAIRS & MAINTENANCE 84,675     84,675
    MISCELLANEOUS 489     489
    MACHINE HIRE 3,025     3,025
    FUEL 53,626     53,626
    SUPPLIES 41,637     41,637
    EDUCATION 596     596
    UTILITIES 17,871     17,871
    OFFICE SUPPLIES 2,454     2,454
    POSTAGE 1,471     1,471
    DUES & SUBSCRIPTIONS 3,720     3,720
    BANK SERVICE CHARGES 334     334
    INSURANCE 45,571     4,571
    WORK COMP INSURANCE 1,632     1,632
    INVESTMENT FEES 1,194 1,194    


    TY 2012 OtherIncomeSchedule2
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    GAIN ON CATTLE FUTURES 126,800 126,800 126,800
    CUSTOM GRAZING FEES 24,505   24,505
    ECOLOGICAL-RANGE RIDERS 12,000   12,000
    RECREATION 21,600   21,600


    TY 2012 OtherProfessionalFeesSchedule
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CONSULTING 9,879     9,879
    PROFESSIONAL FEES 98,381     98,381


    TY 2012 SalesOfInventoryList 
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921

    Category Gross Sales Cost of Goods Sold Net (Gross Sales Minus
    Cost of Goods Sold)
    LIVESTOCK SALES 1,846,934 1,661,415 185,519

    TY 2012 SubstantialContributorsSch
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Name Address
    NELSON D SHIRLEY 6500 W 194TH STREET
    STILWELL,KS66085


    TY 2012 TaxesSchedule
    Name:
    BADGER CREEK CORPORATION
    EIN: 20-1210921
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PROPERTY TAX 10,243     10,243
    PAYROLL TAX 11,649     11,649
    FOREIGN TAX 391 391