TY 2013 Form 990PF

- TIN:

Form990-PF
Click to see list of attachments

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do 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.
bullet

Information 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
THE PALMER FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1201 CONNECTICUT AVE NW SUITE 300 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
WASHINGTON, DC20036

A Employer identification number

36-3700897

B Telephone number (see instructions)

(202) 595-1020

C If exemption application is pending, check here bullet

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

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

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

E If private foundation status was terminated
under section 507(b)(1)(A), check here ......... bullet

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

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

$16,422,830J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ......... bullet

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	102,500
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	346,050		346,050
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		1,139,909
b	Gross sales price for all assets on line 6a 6,865,317
7	Capital gain net income (from Part IV, line 2)...			1,139,909
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......
12	Total. Add lines 1 through 11........	1,588,459		1,485,959
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		1,120		1,120
b	Accounting fees (attach schedule).......		29,675		29,675
c	Other professional fees (attach schedule)....		135,662	45,829	89,833
17	Interest...............
18	Taxes (attach schedule) (see instructions)		50,655	6,040
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......	42,888			42,888
22	Printing and publications..........
23	Other expenses (attach schedule).......		9,657		8,937
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	269,657		51,869	172,453
25	Contributions, gifts, grants paid........	553,141			553,141
26	Total expenses and disbursements. Add lines 24 and 25	822,798		51,869	725,594
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	765,661
b	Net investment income (if negative, enter -0-)			1,434,090
c	Adjusted net income (if negative, enter -0-)...

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
Part II		Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........		656,247	246,063	246,063
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........		7,171,218	7,821,611	10,913,056
	c	Investments—corporate bonds (attach schedule)........		3,713,958	4,711,954	4,608,247
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........		1,118,881	648,064	655,464
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		12,660,304	13,427,692	16,422,830
		17	Accounts payable and accrued expenses..........
18		Grants payable...................
19		Deferred revenue..................
20		Loans from officers, directors, trustees, and other disqualified persons
21		Mortgages and other notes payable (attach schedule)......
22		Other liabilities (describe )
23		Total liabilities (add lines 17 through 22)..........			0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........		12,660,304	13,427,692
	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)....................		12,660,304	13,427,692
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		12,660,304	13,427,692

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	12,660,304
2	Enter amount from Part I, line 27a.....................	2	765,661
3	Other increases not included in line 2 (itemize)	3	1,727
4	Add lines 1, 2, and 3..........................	4	13,427,692
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	13,427,692

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	Capital Gain Dividends
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				22,213
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69
(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)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	1,139,909
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . . . .		3

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2012	652,906	13,848,565	0.04715
2011	656,191	13,005,250	0.05046
2010	571,917	12,448,205	0.04594
2009	558,069	11,329,901	0.04926
2008	633,688	12,680,180	0.04998

2	Total of line 1, column (d) ......................	2	0.24278
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	0.04856
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	15,296,079
5	Multiply line 4 by line 3.......................	5	742,701
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	14,341
7	Add lines 5 and 6.........................	7	757,042
8	Enter qualifying distributions from Part XII, line 4..............	8	725,594
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)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	28,682
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2............................	3	28,682
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	28,682
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	26,400
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	9,880
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	36,280
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	98
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	7,500
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax7,500	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

If "Yes," attach a detailed description of the activities.

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

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

Yes

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

Yes

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

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

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

Yes

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

or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?

If "Yes," complete Part XIV.............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............

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

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

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

Yes

Website address bullet

THEPALMERFOUNDATION.ORG

The books are in care of bullet

ARABELLA ADVISORS Telephone no. bullet

(202) 595-1020

Located at bullet

1201 CONNECTICUT AVE NW 300WASHINGTONDC ZIP+4 bullet

20036

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

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

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)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...

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

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2013?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2013, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2013?...............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

If "Yes," did it have excess business holdings in 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.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........YesNo

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

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

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

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

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

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

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

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

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

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

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

If "Yes" to 6b, file Form 8870.

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

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

Form 990-PF (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
MARY P ENROTH	Chairman 0.00	0
1201 CONNECTICUT AVE NW 300 WASHINGTON,DC20036	Chairman 0.00	0
MATTHEW LISCHICK	Director 0.00	0
1201 CONNECTICUT AVE NW 300 WASHINGTON,DC20036	Director 0.00	0
JAY L OWEN	Secretary 0.00	0
1201 CONNECTICUT AVE NW 300 WASHINGTON,DC20036	Secretary 0.00	0
KAREN E LISCHICK	President 0.00	0
1201 CONNECTICUT AVE NW 300 WASHINGTON,DC20036	President 0.00	0
PETER LISCHICK	Treasurer 0.00	0
1201 CONNECTICUT AVE NW 300 WASHINGTON,DC20036	Treasurer 0.00	0
SUSAN L ENROTH	Vice President 0.00	0
1201 CONNECTICUT AVE NW 300 WASHINGTON,DC20036	Vice President 0.00	0
CARL ENROTH	DIRECTOR 0.00	0
1201 CONNECTICUT AVE NW 300 WASHINGTON,DC20036	DIRECTOR 0.00	0

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









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

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
ARABELLA ADVISORS	CONSULTING SERVICES	89,833
1201 CONNECTICUT AVE NW SUITE 300 WASHINGTON,DC20036	CONSULTING SERVICES	89,833

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Form 990-PF (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......................... bullet

Part X

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

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

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

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

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

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

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

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

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

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

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

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

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

Part XI

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

and do not complete this part.)

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

764,804

Tax on investment income for 2013 from Part VI, line 5......

28,682

Income tax for 2013. (This does not include the tax from Part VI.)...

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

28,682

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

736,122

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

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

736,122

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

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

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

736,122

Part XII

Qualifying Distributions (see instructions)

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

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

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

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

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

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

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)

Page 8

Part XIII

Undistributed Income (see instructions)

	(a) Corpus	(c) 2012	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7			736,122
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......		8,440
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: $ 725,594
a Applied to 2012, but not more than line 2a		8,440
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........	0
d Applied to 2013 distributable amount.....			717,154
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 ..........			18,968
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)

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 section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2013	(b) 2012	(c) 2011	(d) 2010	(e) Total

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

Part XV

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

1Information Regarding Foundation Managers:

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

MARY P ENROTH

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

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

Check here bullet

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

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

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

cAny submission deadlines:

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

Form 990-PF (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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
HOFFMAN INSTITUTE FOUNDATION 1299 FOURTH STREET STE 600 SAN RAFAEL,CA94901	NONE	PUBLIC	GENERAL	20,000
KEMPER CENTER INC 6501 3RD AVENUE KENOSHA,WI53143	NONE	PUBLIC	GENERAL	67,000
DOORWAYS FOR WOMEN AND FAMILIES INC PO BOX 100185 ARLINGTON,VA22210	NONE	PUBLIC	GENERAL	1,000
LAKE FOREST SYMPHONY INC 900 NORTH SHORE DRIVE SUITE 109A LAKE BLUFF,IL60044	NONE	PUBLIC	GENERAL	32,000
PARTNER FOR SURGERY INC 6804 MELROSE DRIVE MCLEAN,VA22101	NONE	PUBLIC	GENERAL	30,000
POTOMAC MASSAGE TRAINING INSTITUTE 5028 WISCONSIN AVENUE NW SUITE LL WASHINGTON,DC20016	NONE	PUBLIC	GENERAL	72,000
MOORE COUNTY SCHOOLS 5277 HWY 15-501 SOUTH CARTHAGE,NC28327	NONE	PUBLIC	GENERAL	25,000
CAROLINA PHILHARMONIC 460 MIDLAND ROAD PINEHURST,NC28374	NONE	PUBLIC	GENERAL	25,000
HABITAT FOR HUMANITY OF THE NC SAND 2268 N 5 HIGHWAY ABERDEEN,NC28315	NONE	PUBLIC	GENERAL	28,141
INTERNATIONAL ACTION 808 L STREET SE WASHINGTON,DC20003	NONE	PUBLIC	GENERAL	25,000
ARTS INSTITUTE GALLERY 212 W MAIN STREET SUITE 101 SALISBURY,MD21801	NONE	PUBLIC	GENERAL	3,000
ROOM TO READ 111 SUTTER STREET 16TH FLOOR SAN FRANCISCO,CA94101	NONE	PUBLIC	GENERAL	31,000
FACE CHILDREN 300 MOSS HILL LANE SALISBURY,MD21804	NONE	PUBLIC	GENERAL	8,000
LIVING WATER INTERNATIONAL 4001 GREENBRIAR DRIVE STAFFORD,TX77477	NONE	PUBLIC	GENERAL	5,000
FOTOKIDS PO BOX 661447 MIAMI,FL33266	NONE	PUBLIC	GENERAL	1,000
LAKEVIEW TECHNOLOGY ACADEMY 9449 88TH AVENUE PLEASANT PRAIRIE,WI53158	NONE	PUBLIC	GENERAL	7,000
THE MIRACLE FOUNDATION 1506 WEST 6TH STREET AUSTIN,TX78703	NONE	PUBLIC	GENERAL	25,000
GEORGE WASHINGTON INSTITUTE FOR SPI 2030 M STREET NW WASHINGTON,DC20036	NONE	PUBLIC	GENERAL	60,000
SHELTER HOUSE 2579 JOHN MILTON DRIVE HERNDON,VA20171	NONE	PUBLIC	GENERAL	7,000
GEORGETOWN UNIVERSITY DEPARTMENT 0734 WASHINGTON,DC20073	NONE	PUBLIC	GENERAL	5,000
HABITAT FOR HUMANITY WICOMICO COUNT 908 W ISABELLA STREET SALISBURY,MD21801	NONE	PUBLIC	GENERAL	3,000
SAFE HARBOUR 102 W HIGH STREET CARLISLE,PA17013	NONE	PUBLIC	GENERAL	13,000
THE CROHN'S COLITIS FOUNDATION 386 PARK AVENUE SOUTH NEW YORK,NY10016	NONE	PUBLIC	GENERAL	5,000
UPAVIM 808 E 23RD STREET BRYAN,TX77803	NONE	PUBLIC	GENERAL	50,000
HABITAT FOR HUMANITY INTERNATIONAL 270 PEACHTREE STREET NW ATLANTA,GA30303	NONE	PUBLIC	GENERAL	5,000
Total ................................. 3a				553,141

bApproved for future payment

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

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	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ............
4 Dividends and interest from securities....			14	346,050
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.....
8 Gain or (loss) from sales of assets other than inventory .............			18	1,139,909
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				1,485,959

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

131,485,959

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

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

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

Form 990-PF (2013)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political

Yes

organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

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

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

Form 990-PF (2013)

Additional Data

Software ID:	13000170
Software Version:	2013v3.1

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Name of the organization

THE PALMER FOUNDATION

Employer identification number

36-3700897

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

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

Special Rules

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

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

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

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, 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) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization THE PALMER FOUNDATION

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	MARY P ENROTH 1201 CONNECTICUT AVE NW 300 WASHINGTON, DC20036	$100,000	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization THE PALMER FOUNDATION

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
THE PALMER FOUNDATION

Employer identification number

36-3700897

Part III

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

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Additional Data

Software ID:	13000170
Software Version:	2013v3.1

- TIN:

TY 2013 AccountingFeesSchedule

Name:

THE PALMER FOUNDATION

EIN: 36-3700897

Software ID:13000170

Software Version:2013v3.1

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAX PREPARATION & AUDIT FEES	29,675	0	0	29,675

- TIN:

TY 2013 ContractorCompensationExpln

Name:

THE PALMER FOUNDATION

EIN: 36-3700897

Software ID:13000170

Software Version:2013v3.1

Contractor	Explanation
ARABELLA ADVISORS	THE CONSULTANT ASSISTS THE FOUNDATION IN DEVELOPING A RENEWED STRATEGIC FRAMEWORK AND A SET OF OPERATING SYSTEMS AND PROCESSES TO SUPPORT THE FOUNDATIONS'S GIVING.

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

THE PALMER FOUNDATION

EIN: 36-3700897

Software ID:13000170

Software Version:2013v3.1

Name of Bond	End of Year Book Value	End of Year Fair Market Value
200000 DUPONT EI NEMOUR 4.875 04/30/14	218,456	202,906
200000 GOLDMAN SACHS GROUP 5.00 10/01/14	215,824	206,358
100000 SHELL INTL FIN 4.00 03/21/14	108,240	100,794
200000 PROCTER & GAMBLE CO 3.5 2/15/15	210,351	206,618
100000 TOTAL CAPITAL SA 3.125 10/2/15	104,575	104,357
250000 AFLAC INC 2.65 2/15/17	263,505	257,977
200000 BOTTLING GROUP LLC 4.125 6/15/15	219,450	209,764
100000 CATERPILLAR FINANCIAL 2.65 4/1/16	105,375	103,687
250000 GENERAL ELEC CAP CORP 2.9 1/9/17	264,945	260,993
100000 OCCIDENTAL PETRO CORP 2.5 2/1/16	105,600	103,634
100000 SBC COMMUNICATIONS 5.625 6/15/16	116,070	110,358
200000 TOYOTA MOTOR CR CORP 2.8 1/11/16	211,706	209,002
150000 VERIZON COMMUNICATIONS 3.0 4/1/16	159,276	156,420
100000 BP CAPITAL MARKETS 3.2 3/11/16	107,041	105,008
150000 TEVA PHARMA FIN 3.00 6/15/15	158,462	154,806
300000 BOEING CAPITAL CORP 2.9 8/15/18	321,795	312,093
250000 JOHN DEERE CAP CORP 2.8 9/18/17	267,625	261,713
300000 JPMORGAN CHASE & CO 3.15 7/5/16	318,776	314,514
200000 VIACOM INC 4.25 9/15/15	215,470	211,018
100000 WELLS FARGO & CO 3.676 6/15/16	106,692	106,474
200000 VODAFONE GROUP 3.375 11/24/15	212,720	208,978
77519.380 HARTFORD FLOATING RATE FUND	700,000	700,775

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

THE PALMER FOUNDATION

EIN: 36-3700897

Software ID:13000170

Software Version:2013v3.1

Name of Stock	End of Year Book Value	End of Year Fair Market Value
567 APPLE INC	100,377	318,098
5138 COCA COLA ENTERPRISES INC	131,880	226,740
2235 EXXON MOBIL CORP	123,445	226,182
1895 NORTHROP GRUMMAN CORP	115,841	217,186
6915 ORACLE CORP	94,874	264,568
1016 RAYTHEON CO	30,913	92,151
4000 SNAP ON INC	145,880	438,080
2355 WAL MART STORES INC	117,128	185,315
5860 WELLS FARGO & CO	186,894	266,044
1470 MCKESSON CORP	106,241	237,258
7565 ISHARES MSCI EAFE INDEX FUND	382,504	507,574
4091 MACY'S INC	104,845	218,459
846 PETSMART INC	62,029	61,546
1779 TJX COS INC	40,205	113,376
1591 TRAVELERS COMPANIES INC	79,002	144,049
1733 AMERIPRISE FINANCIAL INC	98,073	199,382
1546 CHEVRON CORPORATION	170,038	193,111
5304 COMCAST CORP - CL A	150,987	275,622
4643 KROGER CO	110,675	183,538
1817 MICROSOFT CORP	56,872	67,974
15325 AES CORP	197,421	222,366
877 ALLIANCE DATA SYSTEMS CORP	122,323	230,590
429 CF INDUSTRIES HOLDINGS INC	75,308	99,974
11697 CISCO SYSTEMS INC	224,648	262,364
929 CVS CAREMARK CORP	42,195	66,488
4142 DISCOVER FINL SVCS	132,048	231,745
2657 FRANKLIN RESOURCES INC	116,652	153,389
2753 GAP INC	105,207	107,587
925 MARATHON PETROLEUM CORP	37,573	84,850
934 PPG INDUSTRIES INC	95,708	177,142
8791 SYMANTEC CORPORATION	179,198	207,292
880 TIME WARNER CABLE INC	67,394	119,240
1240 UNION PAC CORP	170,847	208,320
3590 DELPHI AUTOMOTIVE PLC	123,558	215,867
22688 VANGUARD FTSE EMERGING MARKETS	959,580	933,384
3317 AGCO CORP	202,262	196,333
998 AMERICAN EXPRESS CO	71,596	90,548
3484 BABCOCK & WILCOX	103,793	119,118
942 BERKSHIRE HATHAWAY INC	109,111	111,684
1044 BOEING CO	124,412	142,496
1224 CELGENE CORP	144,512	206,817
830 CIGNA CORP	54,622	72,608
1642 CITIGROUP INC	68,258	85,565
761 EVEREST RE GROUP LIMITED	105,822	118,617
4004 HALLIBURTON CO	212,807	203,203
1379 JOHNSON & JOHNSON	118,855	126,303
814 MAGNA INTERNATIONAL INC	60,407	66,797
5660 MYLAN INC	160,260	245,644
2944 NETAPP INC	114,050	121,116
804 O'REILLY AUTOMOTIVE INC	99,929	103,483
1853 OSHKOSH CORP	84,342	93,354
1908 PACKAGING CORP OF AMERICA	86,948	120,738
605 ROCK TENN CO	65,920	63,531
5513 SOUTHWEST AIRLINES CO	103,644	103,865
4046 TYSON FOODS INC	93,068	135,379
4198 UNUMPROVIDENT CORP	115,660	147,266
7000 ISHARES MSCI EMERGING MKT	299,039	292,565
1648 TE CONNECTIVITY LIMITED	73,093	90,821
3089 XL GROUP PUBLIC LIMITED COMPANY	90,838	98,354

- TIN:

TY 2013 InvestmentsOtherSchedule2

Name:

THE PALMER FOUNDATION

EIN: 36-3700897

Software ID:13000170

Software Version:2013v3.1

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
9921.999 COLUMBIA ACORN FUND	AT COST	284,446	370,289
51944.449 PIMCO COMM REALRETURN STRATEGY	AT COST	363,618	285,175

- TIN:

TY 2013 LegalFeesSchedule

Name:

THE PALMER FOUNDATION

EIN: 36-3700897

Software ID:13000170

Software Version:2013v3.1

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL FEES	1,120	0	0	1,120

- TIN:

TY 2013 OtherExpensesSchedule

Name:

THE PALMER FOUNDATION

EIN: 36-3700897

Software ID:13000170

Software Version:2013v3.1

Description	Revenue and Expenses per Books	Disbursements for Charitable Purposes
DIRECTORS INSURANCE	1,628	1,628
FILING AND REGISTRATION FEES	720
MEMBERSHIP FEES	4,365	4,365
OFFICE SUPPLIES & POSTAGE	719	719
SOFTWARE LICENSE FEES	2,225	2,225

- TIN:

TY 2013 OtherIncreasesSchedule

Name:

THE PALMER FOUNDATION

EIN: 36-3700897

Software ID:13000170

Software Version:2013v3.1

Description	Amount
TAX DIFFERENCE ADJUSTMENT	1,727

- TIN:

TY 2013 OtherProfessionalFeesSchedule

Name:

THE PALMER FOUNDATION

EIN: 36-3700897

Software ID:13000170

Software Version:2013v3.1

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
BANK INVESTMENT MANAGEMENT FEES	45,829	45,829	0	0
EXECUTIVE MANAGEMENT & CONSULTING FEES	89,833	0	0	89,833

- TIN:

TY 2013 TaxesSchedule

Name:

THE PALMER FOUNDATION

EIN: 36-3700897

Software ID:13000170

Software Version:2013v3.1

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
EXCISE TAX	44,615
FOREIGN TAX	6,040	6,040