Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
Name of foundation
WILLIAM BUTTERWORTH MEMORIAL TRUST
 

Number and street (or P.O. box number if mail is not delivered to street address)1105 8TH STREET   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MOLINE, IL61265
A Employer identification number

36-2255481
B Telephone number (see instructions)

(309) 743-2700
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E 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$39,690,469J Accounting method:
 
(Part I, column (d) must be on cash basis.)
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) 5,054
2 Check bullet
3 Interest on savings and temporary cash investments 10,259 10,259 10,259
4 Dividends and interest from securities...... 523,953 523,953 523,953
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,891,458
b Gross sales price for all assets on line 6a 14,976,042
7 Capital gain net income (from Part IV, line 2)... 1,891,458
8 Net short-term capital gain......... 207,348
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)....... Click to see attachment 22,019 0 4,610
12 Total. Add lines 1 through 11........ 2,452,743 2,425,670 746,170
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 105,604 105,604 105,604 0
14 Other employee salaries and wages...... 429,061 0 0 429,061
15 Pension plans, employee benefits....... 85,264 0 0 85,264
16a Legal fees (attach schedule)......... Click to see attachment 16,844 0 0 16,844
b Accounting fees (attach schedule)....... Click to see attachment 33,584 7,560 7,560 26,024
c Other professional fees (attach schedule).... Click to see attachment 2,314 0 0 2,314
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 39,465 0 0 39,465
19 Depreciation (attach schedule) and depletion... 296,971 0 0
20 Occupancy.............. 56,395 0 0 56,395
21 Travel, conferences, and meetings....... 5,230 0 0 5,230
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 357,678 3,956 8,566 349,112
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,428,410 117,120 121,730 1,009,709
25 Contributions, gifts, grants paid........ 18,500 18,500
26 Total expenses and disbursements. Add lines 24 and 25 1,446,910 117,120 121,730 1,028,209
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,005,833
b Net investment income (if negative, enter -0-) 2,308,550
c Adjusted net income (if negative, enter -0-)... 624,440
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
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...............      
2 Savings and temporary cash investments.......... 1,222,751 444,527 444,527
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 instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges........... 3,312    
10a Investments—U.S. and state government obligations (attach schedule) 1,058,577 Click to see attachment1,120,684 1,120,684
b Investments—corporate stock (attach schedule)........ 3,660,302 Click to see attachment4,782,275 4,782,275
c Investments—corporate bonds (attach schedule)........ 5,264,993 Click to see attachment5,414,965 5,414,965
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............. 1,449,753 1,878,585 1,878,585
13 Investments—other (attach schedule)........... 11,934,711 Click to see attachment13,723,509 13,723,509
14 Land, buildings, and equipment: basis bullet15,223,495
Less: accumulated depreciation (attach schedule) bullet2,944,502 12,460,261 Click to see attachment12,278,993 12,278,993
15 Other assets (describe bullet) Click to see attachment79,537 Click to see attachment46,931 Click to see attachment46,931
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 37,134,197 39,690,469 39,690,469
Liabilities 17 Accounts payable and accrued expenses.......... 53,009 63,738
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) Click to see attachment18,308 Click to see attachment108,248
23 Total liabilities (add lines 17 through 22).......... 71,317 171,986
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 17,965,709 17,965,709
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 19,097,171 21,552,774
30 Total net assets or fund balances (see page 17 of the
instructions).................... 37,062,880 39,518,483
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 37,134,197 39,690,469
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 37,062,880
2 Enter amount from Part I, line 27a..................... 2 1,005,833
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 1,592,620
4 Add lines 1, 2, and 3.......................... 4 39,661,333
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 142,850
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 39,518,483
Form 990-PF (2013)
Form 990-PF (2013)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES      
b PUBLICLY TRADED SECURITIES      
c CAPITAL GAINS DIVIDENDS P    
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 6,443,448   6,236,100 207,348
b 8,424,799   6,848,484 1,576,315
c 107,795     107,795
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       207,348
b       1,576,315
c       107,795
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 1,891,458
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 3 207,348
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))
2012 1,098,972 23,736,056 0.046300
2011 1,068,877 23,728,438 0.045046
2010 932,501 22,254,820 0.041901
2009 1,189,625 19,884,670 0.059826
2008 1,023,224 24,142,342 0.042383
2 Total of line 1, column (d) ...................... 2 0.235456
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 0.047091
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 25,530,115
5 Multiply line 4 by line 3....................... 5 1,202,239
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 23,086
7 Add lines 5 and 6......................... 7 1,225,325
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,143,912
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 (2013)
Form 990-PF (2013)
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 46,171
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 0
3 Add lines 1 and 2............................ 3 46,171
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 46,171
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 55,040
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 10,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 65,040
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  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 18,869
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet18,869 RefundedBullet 11 0
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$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
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)
    bulletIL
    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 2013 or the taxable year beginning in 2013 (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.
    10
     
    No
    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 addressbulletWWW.BUTTERWORTHCENTER.COM
    14
    The books are in care ofbulletNANELLE NORCROSS Telephone no.bullet (309) 743-2700
    Located atbullet1105 8TH STREETMOLINEIL ZIP+4bullet61265
    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 2013, did the foundation have an interest in or a signature or other authority over YesNo
    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 (2013)
    Form 990-PF (2013)
    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
     
    No
    .........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 2013?.............
    1c
     
    No
    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 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    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 2013 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 2013.)....................
    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 2013?
    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
     
    No
    .........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 (2013)
    Form 990-PF (2013)
    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
    GERALD J TAYLOR BOARD MEMBER
    1.00     		0 0 0
    1105 8TH STREET
    MOLINE,IL61265
    LOUISE M LORIMER BOARD MEMBER
    1.00     		0 0 0
    1105 8TH STREET
    MOLINE,IL61265
    FREDERICK J EBELING BOARD MEMBER
    1.00     		0 0 0
    1105 8TH STREET
    MOLINE,IL61265
    KATHERINE FOX CHAIRMAN
    3.00     		0 0 0
    1105 8TH STREET
    MOLINE,IL61265
    SUSAN M GERDES BOARD MEMBER
    1.00     		0 0 0
    1105 8TH STREET
    MOLINE,IL61265
    ANA T KEHOE BOARD MEMBER
    1.00     		0 0 0
    1105 8TH STREET
    MOLINE,IL61265
    DANIEL R MCCONAGHY VICE CHAIRMAN
    1.00     		0 0 0
    1105 8TH STREET
    MOLINE,IL61265
    JAMES S WATSON BOARD MEMBER
    1.00     		0 0 0
    1105 8TH STREET
    MOLINE,IL61265
    JAMES G DARBY FINANCIAL OFFICER
    3.00     		0 0 0
    1105 8TH STREET
    MOLINE,IL61265
    LISA A HOLST BOARD MEMBER
    1.00     		0 0 0
    1105 8TH STREET
    MOLINE,IL61265
    JERI L VANDERVINNE SECRETARY
    1.00     		0 0 0
    1105 8TH STREET
    MOLINE,IL61265
    FIRST MIDWEST TRUST CO TRUSTEE
    10.00     		105,604 0 0
    1105 8TH STREET
    MOLINE,IL61265
    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
    SUSAN M STAACK EXECUTIVE DIRECTOR
    40.00     		73,150 10,258 0
    1105 8TH STREET
    MOLINE,IL61265
    GRETCHEN SMALL PROGRAM DIRECTOR
    40.00     		56,912 15,902 0
    1105 8TH STREET
    MOLINE,IL61265
    NANELLE NORCROSS BUSINESS MANAGER
    40.00     		56,282 8,028 0
    1105 8TH STREET
    MOLINE,IL61265
    Total number of other employees paid over $50,000...................bullet 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.............bullet0
    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 FURNISHES HISTORICAL HOMES, WHICH ARE AVAILABLE TO NOT-FOR-PROFIT AND COMMUNITY ORGANIZATIONS AT NO COST. COMBINED MEETINGS AT THE HOMES TOTALED 1,369 FOR 2013. 578,402
    2 SPONSOR A WIDE VARIETY OF EVENTS, CONCERTS, TOURS, SCHOOL PROGRAMS, WORKSHOPS, AND OTHER EDUCATIONAL PROGRAMS ATTENDED BY APPROXIMATELY 12,200 PEOPLE AT NO COST. SEE ATTACHED GENERAL EXPLANATION. 385,601
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    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.........................bullet0
    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
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    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
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    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 2013 from Part VI, line 5......
    2a
     
    b
    Income tax for 2013. (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
     
    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
     
    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
     
    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
     
    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 (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7  
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2013:
    a From 2008.......  
    b From 2009.......  
    c From 2010.......  
    d From 2011.......  
    e From 2012.......  
    fTotal of lines 3a through e.........  
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$  
    a Applied to 2012, 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 2013 distributable amount.....  
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2013.    
    (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 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		 
    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 2008 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012....  
    e Excess from 2013....  
    Form 990-PF (2013)
    Form 990-PF (2013)
    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 2013, 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) 2013 (b) 2012 (c) 2011 (d) 2010
    624,440 430,465 435,504 450,707 1,941,116
    b 85% of line 2a ......... 530,774 365,895 370,178 383,101 1,649,949
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		1,143,912 1,180,839 1,134,122 973,079 4,431,952
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		18,500 18,500 18,500 18,000 73,500
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		1,125,412 1,162,339 1,115,622 955,079 4,358,452
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......         0
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		         0
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		851,004 791,202 790,948 741,827 3,174,981
    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) ....     		        0
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		        0
    (3) Largest amount of support
    from an exempt organization    		         0
    (4) Gross investment income         0
    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
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    CLEMENT T HANSON FOUNDATION-CO MOLI
    817 11TH AVENUE
    MOLINE,IL61265
    (309) 736-3800
    bThe form in which applications should be submitted and information and materials they should include:
    HIGH SCHOOL SENIORS WHO INQUIRE ABOUT THE BUTTERWORTH/DEERE-WIMAN SCHOLARSHIP TO THEIR GUIDANCE COUNSELOR OR THE BUSINESS MANAGER AT THE BUTTERWORTH CENTER ARE INSTRUCTED TO COMPLETE AN APPLICATION FOR THE LOCAL CLEM HANSON FOUNDATION SCHOLARSHIP-SINCE MEMBERS OF THAT FOUNDATION SELECT RECIPIENTS FOR BOTH FOUNDATIONS EACH YEAR DURING THEIR OWN INTERVIEW AND SELECTION PROCESS. WHEN A STUDENT APPLIES FOR A CLEM HANSON SCHOLARSHIP, HE/SHE IS SIMULTANEOUSLY APPLYING FOR A BUTTERWORTH/DEERE-WIMAN SCHOLARSHIP. A SCHOLARSHIP COMMITTEE CONSISTING OF WILLIAM BUTTERWORTH MEMORIAL TRUST ADVISORY BOARD MEMBERS FORM POLICIES AND PROGRAMS FOR ALL TRUST SCHOLARSHIPS AND MAKE RECOMMENDATIONS TO THE ADVISORY BOARD REGARDING THEIR IMPLEMENTATION. THE ENTIRE ADVISORY BOARD MUST APPROVE THE COMMITTEE'S SUGGESTIONS BY VOTE. THE BUSINESS MANAGER ADMINISTERS THE DETAILS OF SCHOLARSHIP PROGRAM THROUGH COMMUNICATION WITH RECIPIENTS, FIRST MIDWEST TRUST DEPT, SCHOOL ADMINISTRATORS, AND UNIV FINANCIAL AID DEPTS.
    cAny submission deadlines:
    N/A
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    THE FOLLOWING CRITERIA ARE USED TO SELECT RECIPIENTS FOR INDIVIDUAL, HIGH SCHOOL SENIOR SCHOLARSHIPS AWARDED AT $2,000 ANNUALLY: 1. RESIDENT OF MOLINE DISTRICT 40. 2. ACADEMIC ACHIEVEMENT (AWARDS ARE NOT AUTOMATICALLY GRANTED TO STUDENTS WITH THE HIGHEST GRADE POINT AVERAGE, BUT EVIDENCE OF CONSCIENTIOUS ATTENTION TO ACADEMICS IS REQUIRED.) 3. FINANICAL NEED. 4. PARTICIPATION IN COMMUNITY SERVICE ACTIVITIES. 5. PARTICIPATION IN EXTRACURRICULAR SCHOOL ACTIVITIES. 6. PROOF OF ENROLLMENT IN AN ACCREDITED TWO OR FOUR-YEAR COLLEGE OR UNIVERSITY.
    Form 990-PF (2013)
    Form 990-PF (2013)
    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
    HIGH SCHOOL STUDENTS
    1105 8TH STREET
    MOLINE,IL61265     		NONE NONE SCHOLARSHIPS 18,500
    Total .................................bullet 3a 18,500
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2013)
    Form 990-PF (2013)
    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
    aPROGRAM REGISTRATION FEES         4,498
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		    18 10,259  
    4 Dividends and interest from securities....     14 523,953  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....     01 17,409  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 1,891,458  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aPOST CARD SALES     01 112  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 2,443,191 4,498
    13Total. Add line 12, columns (b), (d), and (e)..................
    132,447,689
    (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.)
    1 THE INCOME DERIVED FROM PROGRAM REGISTRATION FEES IS DIRECTLY RELATED TO THE OPERATION OF THE BUTTERWORTH CENTER. THE FEES ARE RECEIVED FROM STUDENTS AND TEACHERS WHO ATTEND CAMPS AND WORKSHOPS.
    Form 990-PF (2013)
    Form 990-PF (2013)
    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 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    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 (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 AccountingFeesSchedule
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 33,584 7,560 7,560 26,024

    TY 2013 GeneralExplanationAttachment
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Identifier Return Reference Explanation
    2013 PROGRAMS AND SPECIAL EVENTS FORM 990-PF, PAGE 7, PART IX-A, LINE 2 IN 2013, THE WILLIAM BUTTERWORTH TRUST SPONSORED A WIDE VARIETY OF EVENTS, CONCERTS, TOURS, SCHOOL PROGRAMS, WORKSHOPS, AND OTHER EDUCATIONAL PROGRAMS. ALL PROGRAMS WERE WELL ATTENDED AND SERVED APPROXIMATELY 12,200 PEOPLE. THESE ATTENDANCE FIGURES DO NOT INCLUDE THE MANY PEOPLE THE TRUST REACHES THROUGH COMMUNITY PARTNERSHIPS AND BY PROVIDING MEETING SPACE TO AREA NON-PROFIT ORGANIZATIONS. ALL OF THE PROGRAMS AND EVENTS SPONSORED BY BUTTERWORTH CENTER & DEERE-WIMAN HOUSE NURTURE ARTISTIC EXPRESSION AND PRODUCE, PRESENT, SUPPORT, AND PRESERVE ARTS AND CULTURE. IN ADDITION, THE VARIETY OF EDUCATIONAL PROGRAMMING OFFERED ENCOURAGES LIFE-LONG LEARNING AT ALL AGE LEVELS.PROGRAMS AND EVENTS:BLOSSOMS AT BUTTERWORTH - JUNE 23A FREE FAMILY EVENT WHICH INCLUDED CHILDREN'S ACTIVITIES, GUIDED HISTORIC BUS TOUR, ANTIQUE CAR DISPLAY, PERFORMANCES BY NIABI ZOO, THE BIX BEIDERBECKE MEMORIAL YOUTH BAND, BALLOON ARTIST ZANEY JANIE, PIANIST SELMA JOHNSON, AND ORGANIST JED POUST. WQPT QUAD CITIES PUBLIC TELEVISION COORDINATED THE CHILDREN'S CRAFT AREA. IN THE BUTTERWORTH EDUCATION CENTER THE FOUNDATION'S VIDEOS WERE SHOWN. IN ADDITION VISITORS TOURED THE BUILDING AND VIEWED THE EXHIBIT ON THE DEERE-WIMAN SWIMMING POOL. NEW THIS YEAR WAS FOUR CUT OUTS FOR PHOTO OPPORTUNITIES THAT WERE POPULAR IN THE BUTTERWORTH GARDEN.A 19TH CENTURY CHRISTMAS - DECEMBER 1BOTH HOUSES WERE DECORATED IN CHRISTMAS SPLENDOR. AT BUTTERWORTH CENTER ENTERTAINMENT INCLUDED THE MOLINE BOYS CHOIR WITH TWO CONCERTS AND SELMA JOHNSON ON THE ORGAN AND PIANO. THE BUTTERWORTH EDUCATION CENTER WAS OPEN THROUGHOUT THE AFTERNOON FOR VISITORS TO SEE OUR "UNCOMMON ASSETS" VIDEO AND OUR CHILDREN'S VIDEO "HIDDEN TREASURES: DISCOVERING BUTTERWORTH CENTER & DEERE-WIMAN HOUSE THROUGH THE EYES OF A CHILD." IN ADDITION, WQPT PUBLIC TELEVISION HOSTED A CRAFT AREA FOR CHILDREN. CHILDREN COULD ALSO VISIT SANTA CLAUS WHERE THEY RECEIVED A TREAT AND A FREE BOOK. A NEW BACKDROP WAS CREATED FOR SANTA TO IMPROVE THE PHOTO OPPORTUNITY FOR FAMILIES. AT DEERE-WIMAN HOUSE COSTUMED VOLUNTEERS GAVE VISITORS A TASTE OF A VICTORIAN CHRISTMAS. TROMBONE QUARTET "SLIDE", PIANIST RUSS REYMAN, AND GUITARIST DON ESTES PERFORMED IN THE LIVING ROOM. IN THE DEERE-WIMAN CARRIAGE HOUSE THE LEFT BANK ART LEAGUE SPONSORED CHILDREN'S MAKE-N-TAKE PROJECTS. IN ADDITION A CARICATURE ARTIST AND FACE PAINTER WERE HIRED FOR THE AFTERNOON. COOKIES AND PUNCH WERE SERVED IN THE BUTTERWORTH CENTER, COOKIES AND HOT CHOCOLATE IN THE CARRIAGE HOUSE, AND HOT CHOCOLATE IN THE BUTTERWORTH EDUCATION CENTER. BRINTON ART COMPETITION - JUNE 23THE ART COMPETITION IS FOR MOLINE HIGH SCHOOL AND MIDDLE SCHOOL STUDENTS. WINNERS IN EACH GRADE LEVEL WERE AWARDED A CASH PRIZE. IN ADDITION A STIPEND FOR CLASSROOM SUPPLIES WAS GIVEN TO EACH TEACHER WHO SUBMITTED THEIR STUDENTS' ARTWORK. EXHIBITION OF STUDENT ARTWORK - APRIL 14"100 OF MOLINE'S FINEST YOUNG ARTISTS" CONSISTS OF ARTWORK FROM ALL MOLINE ELEMENTARY SCHOOLS. ARTWORK WAS EXHIBITED IN THE BUTTERWORTH CENTER FOR A WEEK AND A RECEPTION WAS HELD ON APRIL 14TH. AN INVITATION WAS SENT TO ALL PARTICIPANTS' PARENTS IN ENGLISH AND SPANISH TO MEET THE GROWING NEEDS OF MOLINE STUDENTS. EACH STUDENT WAS GIVEN A SKETCH PAD AND COLORED PENCILS FOR THEIR PARTICIPATION. IN ADDITION, A STIPEND WAS GIVEN TO THE ART INSTRUCTORS FOR EACH OF THE SCHOOLS. THE PTA PARTICIPATED BY FURNISHING REFRESHMENTS FOR THE RECEPTION HELD ON A THURSDAY EVENING. THIS WAS THE EIGHTH YEAR THAT THE PROGRAM WAS SPONSORED BY THE FOUNDATION. ALMOST 400 CHILDREN AND ADULTS VIEWED THE ARTWORK. THE GOAL OF THE PROGRAM IS TO ENCOURAGE ARTISTIC EXPRESSION AND FOSTER CREATIVE THINKING.LITERARY ARTS EXHIBITION - APRIL 28 THE SEVENTH ANNUAL EXHIBIT WAS HELD AT BUTTERWORTH EDUCATION CENTER WITH WRITTEN WORKS FROM CHILDREN IN K - 5TH GRADES REPRESENTING ELEMENTARY SCHOOLS IN THE MOLINE SCHOOL DISTRICT #40. ALL PARTICIPANTS RECEIVED A MEDAL OF PARTICIPATION AND A BOOK. IN ADDITION EACH ELEMENTARY SCHOOL AND THE BLACK HAWK AREA SPECIAL EDUCATION DISTRICT RECEIVED A STIPEND FOR LIBRARY SUPPLIES. A RECEPTION WAS HELD FOR FAMILIES ON SUNDAY, APRIL 28TH. BOOKS WERE PURCHASED AT A REDUCED COST THROUGH SCHOLASTIC BOOKS. BY PURCHASING THROUGH SCHOLASTIC, THE SCHOOLS WERE ABLE TO EARN ADDITIONAL CREDITS TOWARD THE PURCHASE OF MORE BOOKS FOR THEIR CLASSROOMS. JUST OVER 300 STUDENTS PARTICIPATED IN THE EXHIBIT AND 325 PEOPLE ATTENDED THE RECEPTION. THE PTA PARTICIPATED BY FURNISHING REFRESHMENTS FOR THE RECEPTION. THE GOAL OF THE PROGRAM IS TO ENCOURAGE EXPRESSION THROUGH THE WRITTEN WORD AND TO INCREASE LITERACY.FRIDAYS AT DEERE-WIMANFIVE PROGRAMS WERE GIVEN IN 2013. THE PROGRAMS ARE HELD AT 3:00PM FOR PRIMARILY A SENIOR AUDIENCE AT THE DEERE-WIMAN HOUSE. ATTENDANCE IS EXTREMELY GOOD AT THIS SERIES. THE PERFORMERS ARE SELECTED FROM THE LIST OF ARTISTS COMING TO THE QUAD CITIES WITH THE VISITING ARTIST SERIES AND QUAD CITY ARTS. IN 2012, WE ADDED ONE PROGRAM THAT WAS MORE OF A LECTURE PRESENTATION. THIS WAS WELL RECEIVED, SO IN 2013 A PROGRAM ON MATTIE POOLE, A LOCAL CHINA PAINTER WAS CREATED. ATTENDANCE WAS EXCELLENT, AND MANY PEOPLE BROUGHT THEIR OWN PIECES OF POOLE CHINA TO SHARE.FEBRUARY 8 - GUITARIST DAVID BURGESSMARCH 8 - EMPIRE TRIOAPRIL 12 - "MATTIE POOLE: MOLINE BUSINESS WOMAN" PRESENTED BY GRETCHENNOVEMBER 8 - SYBARITE5DECEMBER 6 - DESTINOEVENINGS AT BUTTERWORTH CENTER THREE PROGRAMS WERE OFFERED IN 2013 IN THE BUTTERWORTH CENTER LIBRARY AT 7PM, FOLLOWED BY REFRESHMENTS. THE THREE FALL PROGRAMS WERE IN HONOR OF THE 120TH ANNIVERSARY OF THE 1893 CHICAGO WORLD'S FAIR. ALL THREE PROGRAMS WERE EXTREMELY WELL ATTENDED.SEPTEMBER 20 - LOOKING BACK ON "THE WHITE CITY:" THE 1893 WORLD'S COLUMBIAN EXPOSITION IN CHICAGO - PRESENTED BY ART HISTORIAN JEFF MISHUROCTOBER 18 - TAKE A TRIP ON THE FIRST FERRIS WHEEL - PRESENTED BY GRETCHENNOVEMBER 1 - AN EVENING WITH BERTHA PALMER - PORTRAYED BY HISTORIAN LESLIE GODDARDTHE CITY OF DEERE: A JOURNEY TO THE PASTTHE FOURTH GRADE PROGRAM CONSISTS OF A TRUNK WITH LESSON PLANS, ARTIFACTS, AND MATERIALS TO PROVIDE TEACHERS WITH A SELF-CONTAINED UNIT ON WHAT LIFE WAS LIKE IN THE LATE 1800'S. THE TRUNK IS DELIVERED TO THE SCHOOL FOR ONE OR TWO WEEKS. THE MAJORITY OF THE SCHOOLS THEN TRAVEL TO DEERE-WIMAN HOUSE FOR A GUIDED TOUR DESIGNED TO EXPAND ON THE TRUNK'S CURRICULUM. SEVERAL OF THE TEACHERS USE THE TRUNK AND FURTHER EXPAND THE MATERIAL IN DIFFERENT DIRECTIONS. MOLINE SCHOOLS ARE PROVIDED WITH FREE BUSING TO DEERE-WIMAN HOUSE. SOME SCHOOLS BRING A SACK LUNCH TO ENJOY IN THE DEERE-WIMAN CARRIAGE HOUSE. PORTRAIT IN THE ATTICTHE FIFTH GRADE PROGRAM WAS DESIGNED TO INTRODUCE STUDENTS TO THE FUNDAMENTALS OF ART AND ART HISTORY. A TEACHER'S GUIDE, STUDENT BOOKLETS AND CD-ROM ARE DELIVERED TO THE TEACHER FOR USE IN THE CLASSROOM. THEN CLASSES TRAVEL TO THE BUTTERWORTH CENTER AND DEERE-WIMAN HOUSE TO PARTICIPATE IN A PLAY. THE TRIP CONCLUDES WITH A CREATIVE WRITING PROJECT IN THE DEERE-WIMAN CARRIAGE HOUSE. FREE BUSING IS PROVIDED TO THE MOLINE SCHOOLS.JUNIOR HISTORIAN JAMBOREETHE HISTORY DAY INCLUDES FOUR WORKSHOPS, LUNCH AND A CLOSING PROGRAM. EACH YEAR THE JAMBOREE FEATURES A DIFFERENT LOCAL HISTORY TOPIC WITH THE GOAL OF TEACHING STUDENTS ABOUT PRIMARY AND SECONDARY SOURCES. THE JAMBOREE IS CO-SPONSORED BY THE ROCK ISLAND COUNTY HISTORICAL SOCIETY. STUDENTS FROM MOLINE ATTEND A SPRING JAMBOREE AND IN THE FALL EAST MOLINE, SILVIS AND HAMPTON ATTENDED. MARCH 21 - MOLINE SCHOOLS - 4TH AND 5TH GRADE STUDENTSNOVEMBER 14 - EAST MOLINE AND HAMPTON SCHOOLS - 4TH GRADE STUDENTSMUSIC ON THE LAWNTWO CONCERTS WERE GIVEN ON EACH DATE TO AN AUDIENCE OF PRE-SCHOOL THROUGH ELEMENTARY AGE CHILDREN. THE FREE CONCERTS WERE HELD ON THE EAST LAWN AT DEERE-WIMAN HOUSE AND ENDED WITH REFRESHMENTS. INVITATIONS WERE SENT TO QUAD CITY DAYCARE PROGRAMS AND TO HOME CHILDCARE PROVIDERS. THE CONCERTS PROVIDED MANY CHILDREN WITH AN OPPORTUNITY TO EXPERIENCE LIVE MUSIC. CO-SPONSORS OF THE CONCERTS WERE COMMUNITY RESOURCE AND REFERRAL, QUAD CITY ASSOCIATION FOR THE EDUCATION OF YOUNG CHILDREN AND WQPT QUAD CITIES PUBLIC TELEVISION. TWO OF THE SPONSORS PROVIDED ACCESS TO AN EXTENSIVE MAILING LIST OF HOME CHILDCARE PROVIDERS AND WQPT PROVIDES EACH ATTENDEE WITH FREE EDUCATIONAL HANDOUTS. IN 2013, ATTENDANCE AT MUSIC ON THE LAWN CONCERTS TOTALED 1,620.JUNE 12 - THADDEUS REX AND ROCKJULY 10 - DAVE RUDOLPHIN ADDITION, ON JULY 10 A 6:30PM FAMILY CONCERT WAS HELD FEATURING DAVE RUDOLPH.SUMMER DAY CAMPS - JUNE 25-28 AND JULY 1, 2, 8, 9, 11, 12, 15-19DAY CAMPS ARE OFFERED FREE TO QUAD CITY SUMMER DAYCARE PROGRAMS. THE CAMPS WERE CREATED TO FILL A NEED IN QUAD CITY DAYCARE PROGRAMS. WITH TIGHTENING BUDGETS, DAYCARE PROGRAMS HAVE DIFFICULTY IN FINDING AFFORDABLE EDUCATIONAL PROGRAMS. IN ADDITION, MANY SUMMER DAYCARE CHILDREN HAVE NOT BEEN ABLE TO EXPERIENCE AN EDUCATIONAL CAMP DUE TO THEIR PARENTS WORKING OUTSIDE THE HOME. THE DAY CAMPS PROVIDE A FUN QUALITY EXPERIENCE FOR CHILDREN AGES 6-10. THE DAY INCLUDES ACTIVITIES AND LUNCH.IN PAST YEARS, TEN DAYS OF DAY CAMPS WERE AVAILABLE AND A ONE WEEK DAY CAMP. THIS YEAR THE DAY CAMPS FILLED WITHIN ONE WEEK OF THE INVITATION BEING MAILED. CALLS CONTINUED TO COME IN, SO TO MEET THE DEMAND THE DECISION WAS MADE TO NOT DO THE WEEK CAMP IN 2013 AND ADD ADDITIONAL DAY CAMPS. 2013 DAY CAMP TOPICS: 15 DAYS OF CAMPS REACHED 436 PARTICIPANTSA TRIP TO THE CHICAGO WORLD'S FAIRTHE 1893 CHICAGO WORLD'S FAIR OR COLUMBIAN EXPOSITION IS AN IMPORTANT PART OF AMERICAN HISTORY. FROM THE MAY 1 OPENING DAY, UNTIL IT CLOSED ON OCTOBER 31, 1893, APPROXIMATELY 27.5 MILLION PEOPLE ATTENDED. MANY HISTORIANS HAVE WRITTEN ABOUT THE IMPORTANCE OF THIS FAIR. THE ONE-DAY CAMP TAKES THE PARTICIPANTS ON A FUN TRIP BACK TO 1893 TO EXPERIENCE THE INNOVATIONS OF THE WORLD'S FAIR AND CELEBRATE ITS' 120TH ANNIVERSARY. THE FAIR COVERED OVER 600 ACRES ALONG CHICAGO'S LAKEFRONT. THE DAY AT THE FAIR LOOKED AT SIX DIFFERENT AREAS. PARTICIPANTS RECEIVED A TICKET TO THE EXCITEMENT OF THE FAIR AND LEARNED ABOUT THIS EVENT'S PLACE IN HISTORY. DIGGING UP HISTORYCAMPERS BECAME AN ARCHEOLOGIST FOR THE DAY - LEARNING ABOUT THE EXCITING WORLD OF ARCHEOLOGY. PARTICIPANTS LEARNED WHAT TOOLS AN ARCHEOLOGIST USE AND HOW TO USE THEM TO DISCOVER WHAT LIES BENEATH US.DIGGING UP HISTORY WAS A NEW CAMP THEME FOR 2013. THE CAMP WAS DEVELOPED BETWEEN GRETCHEN AND AN INTERN FROM THE UNIVERSITY OF IOWA, CARISSA DEWAELE. TEACHER WORKSHOPSTHE WILLIAM BUTTERWORTH TRUST SPONSORS TEACHER WORKSHOPS THROUGH THE ROCK ISLAND REGIONAL OFFICE OF EDUCATION. THIS ENABLES US TO REACH TEACHERS IN MULTIPLE COUNTIES AND OFFER THE OPTION OF EARNING CONTINUING EDUCATION CREDITS OR ENROLLING THROUGH AURORA UNIVERSITY TO OBTAIN GRADUATE CREDIT HOURS. BY THE END OF A WORKSHOP MANY OF THE TEACHERS HAVE CREATED EXTENSIVE LESSON PLANS TO TAKE BACK TO THEIR CLASSROOMS. IN ADDITION THE BUTTERWORTH TRUST SCHOLARSHIP COMMITTEE SUPPORTS THE WORKSHOPS, ENABLING MOLINE DISTRICT #40 TEACHERS TO REGISTER FOR THE WORKSHOPS FOR FREE. IF THEY CHOSE TO ENROLL FOR GRADUATE CREDIT THE TEACHERS PAY FOR THIS SEPARATELY.2013 WORKSHOP:LOCAL HISTORY OF THE UPPER MISSISSIPPI RIVER JUNE 17, 18, 20 & 21THE IMPORTANCE AND IMPACT OF THE MISSISSIPPI RIVER IN THE SURROUNDING QC COMMUNITIES WAS EXPLORED THROUGH THE STUDY OF THE RIVER'S HISTORY, PEOPLE, ANIMALS, COMMERCE, AND ECOLOGY. TEACHERS ALSO LEARNED HOW TO PREPARE STUDENTS WITH STRATEGIES AND TOOLS TO BECOME STEWARDS OF THE UPPER MISSISSIPPI RIVER ENVIRONMENT AND WROTE UNIT AND LESSON PLANS FOR THEIR CLASSROOMS. TEACHERS HAD THE OPPORTUNITY TO TOUR HISTORICAL LOCATIONS ON THE RIVER. SCHOOL TOURSEDUCATIONAL TOURS WERE GIVEN TO ALL AGE GROUPS - PRESCHOOL, ELEMENTARY, HIGH SCHOOL AND COLLEGE. THERE WERE 23 SCHOOL TOURS IN 2013 FOR A TOTAL OF 749 PARTICIPANTS. PUBLIC TOURSTOURS INCLUDED LOCAL CITIZENS AND TOURISTS FROM MANY STATES AND FOREIGN COUNTRIES. FOR MANY YEARS WE HAVE CONDUCTED TOURS BY APPOINTMENT ON MONDAY THROUGH FRIDAY. TOURS ARE ALSO OFFERED ON SUNDAY AFTERNOONS DURING JULY AND AUGUST.OF SPECIAL NOTE WERE THE FOLLOWING GROUP TOURS:THREE GROUPS FROM THE AMERICAN QUEEN STEAMBOATS' STOPS IN THE QUAD CITIESSIX GROUPS FROM DEERE & CO.JOHN DEERE RETIREES FROM DUBUQUE SLIDE PROGRAMS, PRESENTATIONS AND IN-SCHOOL PROGRAMSGRETCHEN PRESENTED NUMEROUS PROGRAMS TO ORGANIZATIONS AND EDUCATIONAL GROUPS RELATED TO LOCAL HISTORY, PRESERVATION, GENEOLOGY AND RESEARCH TECHNIQUES. GRETCHEN VISITED TWELVE CLASSROOMS FOR IN-SCHOOL PROGRAMS. THIS INCLUDED PARTICIPATING IN ALLEMAN HIGH SCHOOL'S CAREER DAY - SPEAKING TO FOUR FRESHMAN CLASSES.COMMUNITY PARTNERSHIPS - THE WILLIAM BUTTERWORTH FOUNDATION HAS MANY LONG TERM PARTNERSHIPS THAT PROMOTE ART, LITERACY, HISTORY, AND HELP TO INCREASE EDUCATIONAL SUCCESS. THE TRUST ALSO SUPPORTS THROUGH FUNDING AND STAFF TIME, THE FOLLOWING PROGRAMS:MUSEUMS ALIVETHE BUTTERWORTH CENTER & DEERE-WIMAN HOUSE PARTNERS WITH THE FIGGE ART MUSEUM, THE QUAD CITY BOTANICAL CENTER, AND RIVER MUSIC EXPERIENCE TO BRING CHILDREN'S GROUPS A SERIES OF INTERACTIVE PRESENTATIONS. THE PARTICIPATING ORGANIZATIONS COME TO A FACILITY TO LEAD A ONE HOUR PROGRAM FOR A FEE OF $270. OF THE $270, EACH MUSEUM ALIVE ORGANIZATION RECEIVES $50 WITH THE REMAINING $20 GOING TO THE FIGGE ART MUSEUM WHICH HANDLES ALL ACCOUNTINGQUAD CITY ARTS - HIGH SCHOOL ART SHOW FOR MANY YEARS QUAD CITY ARTS HAS SPONSORED A JURIED COMPETITION FOR HIGH SCHOOL STUDENTS AND THEIR TEACHERS WHICH INCLUDE SCHOOLS FROM BOTH IOWA AND ILLINOIS. IN 2008 THEIR ORIGINAL FUNDING WAS LOST AND THE BUTTERWORTH TRUST STEPPED IN WITH $2,000 TO ENSURE THE CONTINUATION OF THIS SUCCESSFUL PROGRAM. THIS SUPPORT CONTINUED IN 2013.PBS KIDS GO! WRITERS CONTEST - WQPT QUAD CITIES PUBLIC TELEVISIONTHE WILLIAM BUTTERWORTH TRUST PARTNERS WITH WQPT, FIGGE ART MUSEUM, THE FAMILY MUSEUM, AND THE MIDWEST WRITING CENTER IN SPONSORING THE PROGRAM WITHIN THE WQPT VIEWER REGION. THE COMPETITION ENCOURAGES CHILDREN AGES K-3 TO SUBMIT AN ILLUSTRATED STORY AND PROMOTES LITERACY AND THE ARTS AMONG YOUNG CHILDREN. THE FOUNDATION'S INVOLVEMENT INCLUDES MONETARY SUPPORT, PRIZES FOR THE WINNERS, STAFF PARTICIPATION IN THE DEVELOPMENT OF PUBLICITY MATERIALS AND MARKETING, AND HOSTING A RECEPTION AT THE DEERE-WIMAN HOUSE ON MAY 19, 2013. THE RECEPTION HONORED SIXTEEN WINNERS AND THEIR FAMILIES. READING ADVENTURESEACH YEAR SEVERAL COMMUNITY ORGANIZATIONS AND FOUNDATIONS HAVE CONTRIBUTED TO READING ADVENTURES AT THE MISSISSIPPI VALLEY FAIRGROUNDS. THIS SUNDAY EVENT DRAWS FAMILIES WITH YOUNG CHILDREN FOR A FUN AFTERNOON OF ACTIVITIES PROMOTING READING. WQPT GIVES EACH CHILD A FREE BOOK. THE WILLIAM BUTTERWORTH TRUST AGAIN PROVIDED FUNDS FOR TRANSPORTATION TO HEAD START STUDENTS AND PRIZES. INVOLVEMENT IN PROFESSIONAL ORGANIZATIONSGRETCHEN MAINTAINED AN ACTIVE INVOLVEMENT IN A NUMBER OF COMMUNITY AND PROFESSIONAL ORGANIZATIONS TO PROMOTE THE BUTTERWORTH CENTER AND DEERE-WIMAN HOUSE.DECEMBER OF 2012, GRETCHEN WAS ELECTED AS A MEMBER OF THE BOARD OF THE QUAD CITY HERITAGE LEAGUE AND THEN IN THE SUMMER OF 2013 RESUMED THE DUTIES OF TREASURER. THE PURPOSE OF THE QUAD CITY HERITAGE LEAGUE IS TO PROVIDE OPPORTUNITIES FOR LOCAL HERITAGE ORGANIZATIONS AND THEIR MEMBERS TO NETWORK, COMMUNICATE, AND WORK TOGETHER TO PROMOTE AND PRESERVE THE QUAD CITIES' RICH HERITAGE.STAYED ACTIVE IN SUPPORTING THE QUAD CITIES CONVENTION AND VISITORS BUREAU BY ATTENDING PARTNERSHIP MEETINGS. DURING 2011, THE CVB CREATED AN AUXILIARY GROUP CALLED EXPERIENCE QUAD CITIES TO PROMOTE THE ARTS AND HERITAGE OF THE AREA. ONE OF THE GROUPS' PROJECTS WAS THE CREATION OF AN EVENT SCHEDULED FOR SEPTEMBER 2012 CALLED EAST WEST RIVERFEST. THIS EVENT HIGHLIGHTED THE MANY EVENTS AND ACTIVITIES TAKING PLACE IN THE QUAD CITIES. VOLUNTEERED TO WORK ON THE PROGRAM COMMITTEE FOR THE EVENT. THE SECOND ANNUAL EAST WEST RIVERFEST WAS HELD IN SEPTEMBER 2013. IN DECEMBER OF 2012, GRETCHEN BEGAN SERVING ON THE BOARD OF EQC.IN THE FALL OF 2013, GRETCHEN BEGAN SERVING ON THE BOARD OF THE STATEWIDE ORGANIZATION, ILLINOIS HERITAGE ASSOCIATION. AID TO MUSEUMS, LIBRARIES, AND PRESERVATION ORGANIZATIONS IS AT THE CORE OF THE ILLINOIS HERITAGE ASSOCIATION'S PURPOSE. THE IHA HELPS TO PRESERVE THE CULTURAL HERITAGE OF ILLINOIS. ITS MISSION IS TO STIMULATE AN INTEREST IN THIS HERITAGE AND TO PROVIDE TECHNICAL ASSISTANCE TO ORGANIZATIONS AND INDIVIDUALS WHO WORK TO PRESERVE IT. IN THE IHA'S VIEW, CULTURAL HERITAGE ENCOMPASSES HISTORICAL RECORDS, DECORATIVE AND FINE ARTS, FOLK ARTS, MATERIAL CULTURE, AND THE BUILT AND NATURAL ENVIRONMENTS.HIGHLIGHTSIN 2012, CARISSA DEWAELE, A STUDENT AT IOWA UNIVERSITY, AND A WILLIAM BUTTERWORTH TRUST SCHOLARSHIP RECIPIENT, INTERVIEWED GRETCHEN FOR A CLASS PROJECT. FOLLOWING THE MEETING, CARISSA WAS ASKED IF SHE WOULD BE INTERESTED IN WORKING AS A DOCENT THAT SUMMER. IN 2013, GRETCHEN WORKED WITH CARISSA AND THE UNIVERSITY OF IOWA TO DEVELOP AN INTERNSHIP THAT WOULD FULFILL COLLEGE CREDIT.DURING HER SUMMER WITH THE HOUSES, CARISSA WORKED WITH GRETCHEN TO CREATE A DAY CAMP ON ARCHEOLOGY. IN ADDITION, CARISSA CONDUCTED TOURS OF THE HOUSES AND COMPLETED RESEARCH ON SEVERAL ARTIFACTS. SHE FINISHED THE SUMMER BY CREATING "ARTIFACT FEATURES" TO BE USED ON THE BUTTERWORTH CENTER & DEERE-WIMAN HOUSE FACEBOOK PAGE.PUBLIC RELATIONS HIGHLIGHTSNAN NORCROSS AND GRETCHEN SMALL PRODUCED A SPRING AND WINTER NEWSLETTERCOORDINATED ALL PRESS RELEASES FOR PROGRAMS AND EVENTSMAINTAINED MAILING AND E-MAIL LISTSMAILED FLYERS FEATURING ALL MUSIC ON THE LAWN, FRIDAYS AT DEERE-WIMAN HOUSE, AND EVENINGS AT BUTTERWORTH CENTER PROGRAMS, SUMMER DAY CAMPS, AND SCHOOL PROGRAMSSENT E-NEWS NOTICES ON ALL PROGRAMSKEPT WEBSITE UPDATED ALL YEARUPDATED THE WEBSITE SO THAT IT IS MOBILE FRIENDLY FOR IPHONES, ANDROIDS AND IPADS COORDINATED RADIO, PRINT AND ONLINE ADS IN DISPATCH ARGUS, QC TIMES, RIVER CITIES READER, AND CUMULUS BROADCASTING FOR PROGRAMS AND EVENTSKWQC-TV6 WITH FRAN RILEY, FILMED A SEGMENT AT DEERE-WIMAN HOUSE IN DECEMBERIN 2013, A FACEBOOK PAGE FOR BUTTERWORTH CENTER & DEERE-WIMAN HOUSE WAS CREATED. THE PAGE PROMOTES THE HOMES' PROGRAMS AND EVENTS, A MONTHLY FEATURE ON AN ARTIFACT IN THE HOUSES, AND OTHER ITEMS OF INTEREST. IN JANUARY 2014, WE LAUNCHED A DRIVE TO REACH THE MANY ORGANIZATIONS THAT MEET IN THE HOMES. AS EACH ORGANIZATION MEETS HERE, THEY ARE GIVEN INFORMATION ABOUT OUR FACEBOOK PAGE. ORGANIZATIONS ARE ENCOURAGED TO SEND GRETCHEN NEWS ABOUT THEIR GROUPS AND ANY EVENTS COMING UP THAT ARE OPEN TO THE GENERAL PUBLIC. THE GOAL IS TO USE OUR FACEBOOK PAGE TO PROMOTE OUR PROGRAMS AND THE ORGANIZATIONS THAT MEET IN OUR BUILDINGS - STRIVING TO ENCOURAGE LIFELONG LEARNING AND IMPROVE QUALITY OF LIFE FOR THE COMMUNITY.
    QUALIFIYING DISTRIBUTIONS FORM 990-PF, PAGE 3, PART V, LINE 8 1,143,912 QUALIFYING DISTRIBUTIONS FROM PART XII, LINE 6 0 FEDERAL EXCISE TAX INCLUDED ABOVE----------1,143,912 NET

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Name of Bond End of Year Book Value End of Year Fair Market Value
    AMERICAN EXPRESS 102,629 102,629
    BOTTLING GROUP 50,650 50,650
    BROWN-FORMAN 0 0
    BURLINGTON NORTHERN SANTA FE 82,276 82,276
    CLOROX 78,757 78,757
    DUPONT EI DE NEMOURS & CO 84,139 84,139
    FIDELITY ADVISOR SER II FL RT HI INCOME 0 0
    GENERAL ELECTRIC 0 0
    HEWLETT PACKARD 0 0
    INTERNATIONAL BUSINESS MACHINES 0 0
    METROPOLITAN EDISON 90,434 90,434
    NORDSTROM 102,570 102,570
    COLGATE-PALMOLIVE 77,023 77,023
    ISHARES BARCLAYS AGGREGATE BOND FUND 4,243,364 4,243,364
    MCDONALDS 0 0
    PIMCO REAL RETURN FUND #122 0 0
    TEXAS INSTRUMENTS 50,182 50,182
    BROADCOM 101,193 101,193
    OPPENHEIMER SR FLOAT RATE 100,719 100,719
    PEPSICO 98,929 98,929
    STAPLES 152,100 152,100

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Name of Stock End of Year Book Value End of Year Fair Market Value
    AT&T 49,927 49,927
    AMERISOURCEBERGEN 61,170 61,170
    APPLE COMPUTER 134,645 134,645
    BIOGEN IDEC 41,936 41,936
    CHEVRON 61,206 61,206
    CONOCOPHILLIPS 0 0
    CUMMINS ENGINE CO 0 0
    DTE ENERGY 30,539 30,539
    DISCOVER FINANCIAL SERVICES 9,512 9,512
    EASTMAN CHEMICAL 0 0
    EXXON MOBIL 97,152 97,152
    FREEPORT MCMORAN COPPER & GOLD 29,815 29,815
    HERSHEY FOODS 42,781 42,781
    HONEYWELL INTERNATIONAL 51,624 51,624
    INTEL 46,719 46,719
    INTERNATIONAL BUSINESS MACHINES 48,768 48,768
    J P MORGAN CHASE & CO 59,650 59,650
    KLA-TENCOR 34,808 34,808
    MICROSOFT 74,446 74,446
    NISOURCE 0 0
    NORTHROP GRUMMAN 77,935 77,935
    ORACLE SYSTEMS 34,817 34,817
    PROCTER & GAMBLE 0 0
    SELECT SECTOR SPDR TR SBI CONSUMER STAPLES 0 0
    SELECT SECTOR SPDR TR SBI INT-ENERGY 0 0
    SHERWIN WILLIAMS 27,525 27,525
    SIMON PROPERTY GROUP 0 0
    STARBUCKS 47,034 47,034
    TJX 56,720 56,720
    TORCHMARK 0 0
    TRAVELERS COMPANIES 41,648 41,648
    US BANCORP 0 0
    UNITEDHEALTH GROUP 0 0
    VARIAN MEDICAL SYSTEMS 0 0
    WELLS FARGO & CO 55,842 55,842
    WYNDHAM WORLDWIDE 0 0
    CF INDUSTRIES HOLDINGS 0 0
    CAPITAL ONE FINANCIAL 0 0
    FIFTH THIRD BANCORP 47,948 47,948
    GILEAD SCIENCES 55,574 55,574
    JABIL CIRCUIT 0 0
    JOY GLOBAL 0 0
    LINCOLN NATIONAL 44,909 44,909
    PHILIP MORRIS INTERNATIONAL 0 0
    POLARIS INDUSTRIES 5,826 5,826
    QUALCOMM 0 0
    VERIZON COMMUNICATIONS 42,752 42,752
    ABBOTT LABORATORIES 0 0
    AKAMAI TECHNOLOGIES 0 0
    THE ALLSTATE CORP 40,905 40,905
    AMERICAN WATER WORKS CO 0 0
    BANK OF AMERICA 39,236 39,236
    BAXTER INTERNATIONAL 0 0
    BEMIS 0 0
    BOSTON SCIENTIFIC 20,554 20,554
    CADENCE DESIGN SYSTEM 0 0
    CENTERPOINT ENERGY 0 0
    COMCAST 42,611 42,611
    COMPUTER SCIENCES 42,469 42,469
    D R HORTON 0 0
    DIAMOND OFFSHORE DRILLING 0 0
    DILLARDS 0 0
    DISH NETWORK 0 0
    DR PEPPER SNAPPLE GROUP 0 0
    FLOWSERVE 37,838 37,838
    FORD MOTOR CO 44,284 44,284
    GENERAL ELECTRIC 64,189 64,189
    HARRIS 0 0
    JARDEN 0 0
    KIMBERLY-CLARK 48,052 48,052
    LEXMARK INTERNATIONAL GROUP 36,230 36,230
    LILY ELI & CO 0 0
    MARATHON PETROLEUM 16,511 16,511
    MCKESSON HBOC 43,578 43,578
    NEWELL RUBBERMAID 43,429 43,429
    NEWS 0 0
    ONEOK 0 0
    PPG INDUSTRIES 20,863 20,863
    PPL 0 0
    PETSMART 0 0
    PHILLIPS 66 0 0
    RAYTHEON 0 0
    ROCKWELL AUTOMATION 53,172 53,172
    SLM 44,676 44,676
    SALESFORCE.COM 0 0
    SUNTRUST BANKS 0 0
    SYSCO 0 0
    TW TELECOM 0 0
    TESORO PETROLEUM 0 0
    TEXTRON 0 0
    UNION PACIFIC 0 0
    VALMONT INDUSTRIES 0 0
    WAL-MART STORES 0 0
    WEYERHAEUSER 41,672 41,672
    WHIRLPOOL 42,352 42,352
    ZIMMER HOLDINGS 43,799 43,799
    MICHAEL KORS HOLDINGS 20,297 20,297
    NOBLE 36,721 36,721
    TE CONNECTIVITY 20,942 20,942
    LYONDELLBASELL INDUSTRIES 46,562 46,562
    AES 58,330 58,330
    AZZ 2,932 2,932
    ACTUANT 4,030 4,030
    ALLEGIANT TRAVEL 4,218 4,218
    AMEDISYS 6,730 6,730
    AMERICAN STATES WATER 3,448 3,448
    ANDERSONS 10,700 10,700
    ANIXTER INTERNATIONAL 10,781 10,781
    APPLIED INDUSTRIAL TECHNOLOGIES 3,927 3,927
    ARCHER-DANIELS-MIDLAND 42,098 42,098
    ARRIS GROUP 7,059 7,059
    AXIALL 4,270 4,270
    BANK OF THE OZARKS 12,450 12,450
    BBCN BANCORP 6,968 6,968
    BECTON DICKINSON & CO 43,091 43,091
    BELDEN CDT 9,863 9,863
    BIG 5 SPORTING GOODS 2,973 2,973
    BIOTELEMETRY 5,399 5,399
    BLACK HILLS 19,954 19,954
    BOEING 20,473 20,473
    BUFFALO WILD WINGS 4,416 4,416
    CBS 54,816 54,816
    CIGNA 45,490 45,490
    CSX 21,577 21,577
    CVR ENERGY 4,777 4,777
    CA 42,399 42,399
    CANTEL MEDICAL 7,799 7,799
    CARDTRONICS 3,041 3,041
    CATO 5,406 5,406
    CBEYOND 2,205 2,205
    CHELSEA THERAPEUTICS INTERNATIONAL 36,500 36,500
    CHESAPEAKE ENERGY 48,038 48,038
    CHRISTOPHER & BANKS 4,612 4,612
    CISCO SYSTEMS 29,608 29,608
    CIRRUS LOGIC 3,881 3,881
    CLIFFS NATURAL RESOURCES 21,754 21,754
    COCA-COLA ENTERPRISES 43,247 43,247
    COLUMBIA SPORTSWEAR 11,025 11,025
    COMERICA 32,803 32,803
    COMMERCIAL METALS 3,863 3,863
    CONSTELLATION BRANDS 32,375 32,375
    COOPER COS 8,669 8,669
    CRACKER BARREL OLD COUNTRY 11,007 11,007
    CUBIC 2,106 2,106
    CYBERONICS 3,271 3,271
    DEALERTRACK HOLDINGS 5,289 5,289
    DELTA AIR LINES 20,877 20,877
    DINEEQUITY 5,848 5,848
    DIRECTV 25,552 25,552
    DOVER 22,204 22,204
    EQT 51,175 51,175
    EPR PROPERTIES REIT 3,933 3,933
    EL PASO ELECTRIC 6,320 6,320
    EMCOR GROUP 8,488 8,488
    EXTRA SPACE STORAGE 9,690 9,690
    EZCORP 3,858 3,858
    FULLER H B 9,367 9,367
    GEO GROUP 3,544 3,544
    GEOSPACE TECHNOLOGIES 1,893 1,893
    GOLDMAN SACHS GROUP 49,633 49,633
    HARTFORD FINANCIAL SERVICE GROUP 42,389 42,389
    HEALTHCARE SERVICES GROUP 9,078 9,078
    HEARTLAND PAYMENT SYSTEMS 5,482 5,482
    HELIX ENERGY SOLUTIONS GROUP 3,477 3,477
    HELMERICH & PAYNE 47,085 47,085
    HEWLETT PACKARD 55,960 55,960
    HOME DEPOT 42,817 42,817
    HORACE MANN EDUCATORS 7,885 7,885
    HUMANA 36,127 36,127
    HUNT J B TRANSPORTATION SERVICES 21,644 21,644
    ICONIX BRAND GROUP 6,749 6,749
    INSIGHT ENTERPRISES 3,179 3,179
    INTERCONTINENTALEXCHANGE 24,741 24,741
    JOHN BEAN TECHNOLOGIES 6,746 6,746
    JOHNSON & JOHNSON 60,449 60,449
    J2 GLOBAL 3,501 3,501
    KAMAN 4,768 4,768
    KOPPERS HOLDINGS 3,202 3,202
    LA Z BOY 19,530 19,530
    LACLEDE GROUP 4,099 4,099
    LEGG MASON 16,957 16,957
    LIFELOCK 11,979 11,979
    LINDSAY MANUFACTURING 7,447 7,447
    LINEAR TECHNOLOGY 39,628 39,628
    LITTLEFUSE 4,647 4,647
    LOUISIANA-PACIFIC 3,517 3,517
    LUMBER LIQUIDATORS HOLDINGS 4,116 4,116
    MBIA 12,059 12,059
    MWI VETERINARY SUPPLY 10,198 10,198
    MAGELLAN HEALTH SERVICES 5,991 5,991
    MANHATTAN ASSOCIATES 10,573 10,573
    MATERION 2,468 2,468
    MAXIMUS 9,678 9,678
    MEDICAL PROPERTIES TRUST 3,177 3,177
    MICREL 5,725 5,725
    MID-AMER APT CMNTYS 7,896 7,896
    MONSTER BEVERAGE 6,099 6,099
    MOODYS 35,312 35,312
    MOTOROLA SOLUTIONS 38,475 38,475
    MOVADO GROUP 7,482 7,482
    MUELLER INDUSTRIES 7,561 7,561
    NETFLIX 18,408 18,408
    NIKE 50,330 50,330
    OIL STS INTERNATIONAL 6,103 6,103
    OLD DOMINION FREIGHT LINES 11,664 11,664
    ORBITAL SCIENCES 4,427 4,427
    OUTERWALL 4,709 4,709
    PACWEST BANCORP 3,800 3,800
    PARKER HANNIFIN 16,723 16,723
    PEPSICO 32,347 32,347
    PETMED EXPRESS 3,659 3,659
    PILGRIMS PRIDE 19,013 19,013
    POLYONE 6,716 6,716
    POWER INTEGRATIONS 4,466 4,466
    PROASSURANCE 7,757 7,757
    PROSPECT CAPITAL 4,937 4,937
    PUBLIC STORAGE 25,588 25,588
    RED ROBIN GOURMET BURGERS 5,148 5,148
    REYNOLDS AMERICAN 27,495 27,495
    ST JUDE MEDICAL 44,604 44,604
    SCANSOURCE 4,667 4,667
    SCHWEITZER-MAUDUIT INTERNATIONAL 8,750 8,750
    SEMPRA ENERGY 23,338 23,338
    SIGNATURE BANK NEW YORK NY 7,519 7,519
    SNAP ON 27,380 27,380
    STANDARD MOTOR PRODUCTS 4,416 4,416
    STONE ENERGY 7,610 7,610
    SWIFT ENERGY 4,725 4,725
    SYNAPTICS 8,290 8,290
    SYNNEX 3,370 3,370
    TELEDYNE TECHNOLOGIES 4,593 4,593
    TEXAS CAPITAL BANCSHARES 6,842 6,842
    TIME WARNER 42,529 42,529
    TORO 12,084 12,084
    TRACTOR SUPPLY 11,637 11,637
    TRIQUINT SEMICONDUCTOR 2,919 2,919
    TRUEBLUE 4,125 4,125
    TYLER TECHNOLOGIES 4,085 4,085
    TYSON FOODS 32,122 32,122
    UMB FINANCIAL 7,071 7,071
    UNITED BANKSHARES 4,718 4,718
    UNUM GROUP 35,080 35,080
    VALEANT PHARMACEUTICALS INTERNATIONAL 9,392 9,392
    VALERO ENERGY 42,336 42,336
    VALUECLICK 7,712 7,712
    VISA 44,536 44,536
    VISTEON 45,858 45,858
    WELLPOINT 52,662 52,662
    WEST PHARMACEUTICAL SERVICES 5,887 5,887
    XO GROUP 3,418 3,418
    YAHOO 41,653 41,653
    PARKWAY PROPERTIES 6,944 6,944

    TY 2013 InvestmentsGovtObligationsSch
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    US Government Securities - End of Year Book Value:

    1,120,684
    US Government Securities - End of Year Fair Market Value:

    1,120,684
    State & Local Government Securities - End of Year Book Value:


    0
    State & Local Government Securities - End of Year Fair Market Value:


    0


    TY 2013 InvestmentsOtherSchedule2
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    ISHARES MSCI EAFE INDEX FMV 817,418 817,418
    ISHARES TR S&P MIDCAP 400 FMV 2,506,261 2,506,261
    ISHARES RUSSELL 2000 FMV 1,437,616 1,437,616
    JANUS TRITON FUND FMV 645,000 645,000
    JPMORGAN TR I SML CAP EQ SEL FMV 0 0
    PRUDENTIAL JENNISON MID-CAP FUND FMV 0 0
    T ROWE PRICE MID-CAP GROWTH FUND #64 FMV 890,059 890,059
    SCOUT INTERNATIONAL FMV 322,509 322,509
    VANGUARD INDEX 500 SIGNAL FMV 4,217,645 4,217,645
    DFA EMERGING MARKETS VALUE FMV 140,842 140,842
    ISHARES MSCI EMERGING MARKET INDEX FMV 393,082 393,082
    OPPENHEIMER DEVELOPING MARKETS FMV 250,300 250,300
    TECHNOLOGY SELECT SECTOR SPDR FUND SBI INT-TECH FMV 0 0
    MFS INTERNATIONAL VALUE FMV 380,937 380,937
    CONSUMER STAPLES SELECT SECTOR SPDR - SBI CONS STAPLES FMV 0 0
    DODGE & COX INTERNATIONAL STOCK FUND FMV 110,132 110,132
    VANGUARD STRATEGIC EQUITY FMV 1,586,632 1,586,632
    WELLS FARGO BANK (C/D) FMV 25,076 25,076

    TY 2013 LandEtcSchedule2
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    LAND 551,900 0 551,900 551,900
    LAND IMPROVEMENTS 632,920 367,128 265,792 265,792
    BUILDINGS & IMPROVEMENTS 9,249,570 2,083,289 7,166,281 7,166,281
    FURNITURE & EQUIPMENT 581,607 494,085 87,522 87,522
    COLLECTIONS 4,207,498 0 4,207,498 4,207,498


    TY 2013 LegalFeesSchedule
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 16,844 0 0 16,844


    TY 2013 OtherAssetsSchedule
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    ACCRUED INVESTMENT INCOME 42,489 46,931 46,931
    FEDERAL EXCISE TAXES RECEIVABLE 37,048 0 0


    TY 2013 OtherDecreasesSchedule
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Description Amount
    ACCRUAL TO CASH ADJUSTMENT 142,850


    TY 2013 OtherExpensesSchedule
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    SPONSORED EDUCATION 29,756 0 0 29,756
    CONSERVATION WORK 1,139 0 0 1,139
    COMMUNITY PARTNERSHIP 4,211 0 0 4,211
    GROUNDS & HOUSE MAINTENANCE 100,617 0 0 100,617
    INSURANCE 106,202 0 0 106,202
    SPECIAL EVENTS 20,560 0 4,610 15,950
    SECURITY 27,677 0 0 27,677
    YEARLY CONTRACTS 23,807 0 0 23,807
    PUBLIC RELATIONS 21,268 0 0 21,268
    ADMINISTRATIVE & OFFICE EXPENSE 18,485 0 0 18,485
    MISCELLANEOUS EXPENSE 3,956 3,956 3,956 0


    TY 2013 OtherIncomeSchedule2
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    FEDERAL EXCISE TAX RECOVERY 17,409 0 0
    PROGRAM REGISTRATION FEES 4,498   4,498
    POST CARD SALES 112   112


    TY 2013 OtherIncreasesSchedule
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Description Amount
    CHANGE IN UNREALIZED GAIN/LOSS 1,592,620


    TY 2013 OtherLiabilitiesSchedule
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Description Beginning of Year - Book Value End of Year - Book Value
    DEFERRED COMPENSATION 18,308 14,410
    FEDERAL EXCISE TAXES PAYABLE 0 93,838


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PAYROLL PROCESSING FEES 1,899 0 0 1,899
    OTHER PROFESSIONAL FEES 415 0 0 415


    TY 2013 TaxesSchedule
    Name:
    WILLIAM BUTTERWORTH MEMORIAL TRUST
    EIN: 36-2255481
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PAYROLL TAXES 37,360 0 0 37,360
    REAL ESTATE TAXES 2,105 0 0 2,105