Form990-PF

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 11-01-2013 , and ending 10-31-2014
Name of foundation
HAROLD AND GRACE UPJOHN FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)136 E MICHIGAN AVE 9TH FLOOR STE B   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
KALAMAZOO, MI49007
A Employer identification number

38-6052963
B Telephone number (see instructions)

(269) 344-2818
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$20,512,376J 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) 92,500
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 261,106 261,058  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,978,920
b Gross sales price for all assets on line 6a 3,595,559
7 Capital gain net income (from Part IV, line 2)... 1,978,920
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........ 2,332,526 2,239,978  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 7,000 1,400   5,600
c Other professional fees (attach schedule).... Click to see attachment 94,596 94,594   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 7,608 1,247   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 339 0   339
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 7,905 0   7,905
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 117,448 97,241   13,844
25 Contributions, gifts, grants paid........ 1,088,000 1,088,000
26 Total expenses and disbursements. Add lines 24 and 25 1,205,448 97,241   1,101,844
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,127,078
b Net investment income (if negative, enter -0-) 2,142,737
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
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 2,592,550 2,885,959 2,885,959
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...........      
10a Investments—U.S. and state government obligations (attach schedule) 50,000 Click to see attachment50,000 46,500
b Investments—corporate stock (attach schedule)........ 4,990,772 Click to see attachment6,335,634 15,059,873
c Investments—corporate bonds (attach schedule)........ 100,000 Click to see attachment100,000 100,000
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............. 251,445 125,252 125,252
13 Investments—other (attach schedule)........... 2,625,472 Click to see attachment2,240,472 2,294,792
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 10,610,239 11,737,317 20,512,376
Liabilities 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 bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 10,610,239 11,737,317
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 10,610,239 11,737,317
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 10,610,239 11,737,317
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 10,610,239
2 Enter amount from Part I, line 27a..................... 2 1,127,078
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 11,737,317
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 11,737,317
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 LIFE TECHNOLOGIES CORPORATION P    
b ALLERGAN INC P    
c AFLAC INC P    
d GILEAD SCIENCES INC P    
e O REILLY AUTOMOTIVE, INC. P    
SYMANTEC CORP P    
DIRECTV P    
STATE BK COUNTRYSIDE IL 2.1000% 12/09/13 P    
MORRIS BK DUBLIN GA 2.4000% 12/16/13 P    
WILMINGTON TRUST CO 2.0000% 07/16/14 P    
FARM BUREAU BANK.9000% 07/25/14 P    
(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 380,656   244,579 136,077
b 666,885   230,429 436,456
c 427,862   324,079 103,783
d 401,720   108,025 293,695
e 589,607   52,640 536,967
424,567   96,587 327,980
319,262   175,300 143,962
100,000   100,000 0
95,000   95,000 0
95,000   95,000 0
95,000   95,000 0
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       136,077
b       436,456
c       103,783
d       293,695
e       536,967
      327,980
      143,962
      0
      0
      0
      0
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 1,978,920
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 999,024 18,106,188 0.055176
2011 832,053 16,214,600 0.051315
2010 761,688 16,118,585 0.047255
2009 694,702 12,658,648 0.054880
2008 485,186 9,333,280 0.051985
2 Total of line 1, column (d) ...................... 2 0.260611
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 0.052122
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 20,154,546
5 Multiply line 4 by line 3....................... 5 1,050,495
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 21,427
7 Add lines 5 and 6......................... 7 1,071,922
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,101,844
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 21,427
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 21,427
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 21,427
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 1,590
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 1,590
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8 95
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 19,932
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet   RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 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)
    bulletMI
    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
     
    No
    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 addressbulletN/A
    14
    The books are in care ofbulletCHRISTOPHER T HAENICKE Telephone no.bullet (269) 344-2818
    Located atbullet136 E MICHIGAN AVE 9TH FLOOR STE BKALAMAZOOMI ZIP+4bullet49007
    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
     
     
    .........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
    CHRISTOPHER T HAENICKE ASST SEC/TREAS
    2.00     		0 0 0
    211 SOUTH ROSE STREET
    KALAMAZOO,MI49007
    JANET J DEAL-KOESTNER TRUSTEE
    2.00     		0 0 0
    211 SOUTH ROSE STREET
    KALAMAZOO,MI49007
    FLOYD L PARKS SEC/TREAS
    15.00     		0 0 0
    211 SOUTH ROSE STREET
    KALAMAZOO,MI49007
    FLORENCE U OROSZ VICE PRESIDENT
    2.00     		0 0 0
    211 SOUTH ROSE STREET
    KALAMAZOO,MI49007
    TIMOTHY LIGHT PRESIDENT
    2.00     		0 0 0
    211 SOUTH ROSE STREET
    KALAMAZOO,MI49007
    RANDELL W EBERTS TRUSTEE
    2.00     		0 0 0
    211 SOUTH ROSE STREET
    KALAMAZOO,MI49007
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 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
     
    2  
    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
    1,007,727
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    21,427
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    21,427
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    986,300
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    986,300
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    986,300
    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 7 986,300
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008....... 25,299
    b From 2009....... 71,780
    c From 2010.......  
    d From 2011....... 24,475
    e From 2012....... 106,365
    fTotal of lines 3a through e......... 227,919
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 1,101,844
    a Applied to 2012, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2013 distributable amount..... 986,300
    e Remaining amount distributed out of corpus 115,544
    5 Excess distributions carryover applied to 2013. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 343,463
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		0
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		25,299
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		318,164
    10 Analysis of line 9:
    a Excess from 2009.... 71,780
    b Excess from 2010....  
    c Excess from 2011.... 24,475
    d Excess from 2012.... 106,365
    e Excess from 2013.... 115,544
    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
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    MR FLOYD L PARKS HAROLD AND GRACE U
    136 E MICHIGAN AVE 9TH FLOOR STE B
    KALAMAZOO,MI49007
    (269) 344-2818
    bThe form in which applications should be submitted and information and materials they should include:
    GRANT APPLICATION AVAILABLE AT ADDRESS LISTED IN ITEM 2A
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    BOARD REVIEWS GRANT APPLICATIONS
    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
    AACORN FARM INC
    2525 MILLER ROAD
    KALAMAZOO,MI49001     		  PC VOCATIONAL PROGRAM SCHOLARSHIPS 30,000
    AMERICAN NATIONAL RED CROSS
    5640 VENTURE CT
    KALAMAZOO,MI49009     		  PC TEAM FIRESTOPPERS - KALAMAZOO COUNTY 15,000
    ARTS COUNCIL OF GREATER KALAMAZOO
    359 S KALAMAZOO MALL 203
    KALAMAZOO,MI49007     		  PC ARTHOP AND ARTIST MEMBERSHIP EXPENSES 25,000
    BACH FESTIVAL SOCIETY OF KALAMAZOO INC
    1200 ACADEMY ST
    KALAMAZOO,MI49006     		  PC PROGRAMMING SUPPORT 5,000
    BALLET ARTS ENSEMBLE INC
    2018 RAMBLING RD
    KALAMAZOO,MI49008     		  PC PRODUCTION COSTS 2015 SPRING CONCERT 5,000
    BOYS & GIRLS CLUBS OF GREAT KALAMAZOO
    915 LAKE ST
    KALAMAZOO,MI49001     		  PC DOUGLASS UNIT PROGRAM AND SERVICES 25,000
    BUILDING BLOCKS OF KALAMAZOO
    511 W VINE ST
    KALAMAZOO,MI49008     		  PC OPERATIONAL SUPPORT 8,000
    CALHOUN COUNTY GUARDIAN
    420 EAST ALCOTT
    KALAMAZOO,MI49001     		  PC OPERATING SUPPORT 10,000
    COMMUNITIES IN SCHOOLS OF KALAMAZOO
    125 WEST EXCHANGE PLACE
    KALAMAZOO,MI49007     		  PC PROMISE ME ADVANCEMENT CAMPAIGN 30,000
    COMMUNITY AIDS RESOURCE & EDUCATION
    629 PIONEER STREET
    KALAMAZOO,MI49008     		  PC HIV COUNSELING, TESTING AND EDUCATION PROGRAM 10,000
    COMMUNITY HEALING CENTERS
    2615 STADIUM DRIVE
    KALAMAZOO,MI49008     		  PC NEW AIR HANDLING SYSTEM 25,000
    COMMUNITY HEALING CENTERS
    2615 STADIUM DRIVE
    KALAMAZOO,MI49008     		  PC COMING TOGETHER CONFERENCE 2,500
    COMMUNITY HOMEWORKS
    810 BRYANT STREET
    KALAMAZOO,MI49001     		  PC PROGRAMING SUPPORT 10,000
    CONSTANCE BROWN HEARING-SPEECH CENTER
    1634 GULL RD 201
    KALAMAZOO,MI49048     		  PC HEARING HEALTHCARE ASSISTANCE FUNDING 35,000
    CRESCENDO ACADEMY OF MUSIC INC
    359 S KALAMAZOO MALL STE 12
    KALAMAZOO,MI49007     		  PC MARVELOUS MUSIC PROGRAM 11,000
    DISABILITY NETWORK OF SW MI
    517 E CROSSTOWN PARKWAY
    KALAMAZOO,MI49001     		  PC INDEPENDENT LIVING PROGRAM 5,000
    DOUGLASS COMMUNITY ASSOCIATION
    1000 W PATERSON ST
    KALAMAZOO,MI49007     		  PC HVAC SYSTEM 2014 7,500
    EDUCATING FOR FREEDOM IN SCHOOLS
    PO BOX 51445
    KALAMAZOO,MI49005     		  PC CDF FREEDOM SCHOOLS SUMMER PROGRAM 7,500
    FAIR FOOD MATTERS
    323 NORTH BURDICK
    KALAMAZOO,MI49007     		  PC GROWING MATTERS GARDEN AND DOUGLAS FARMER'S MARKET 15,000
    FIRST DAY SHOE FUND
    PO BOX 2751
    KALAMAZOO,MI49001     		  PC 2015 OPERATING EXPENSES 10,000
    FONTANA CHAMBER ARTS
    359 S KALAMAZOO MALL ST STE 200
    KALAMAZOO,MI49007     		  PC 2014-15 PROGRAMMING AND OUTREACH PROJECTS 15,000
    FRIENSHIP HOUSE
    1833 S BURDICK ST
    KALAMAZOO,MI49001     		  PC CHRISTIAN RESOURCE CENTER EMERGENCY RELIEF FUND 35,000
    GOODWILL INDUSTRIES OF SW MICHIGAN
    420 EAST ALCOTT
    KALAMAZOO,MI49001     		  PC GED STUDENT TESTING & EXAMINATION COSTS 25,000
    HOUSING RESOURCES INC
    420 EAST ALCOTT SUITE 200
    KALAMAZOO,MI49001     		  PC OPERATING SUPPORT 25,000
    IRVING S GILMORE INT'L KEYBOARD FESTIVAL
    359 S BURDICK ST STE 101
    KALAMAZOO,MI49007     		  PC 2014-15 PIANO LAB PROGRAM 20,000
    JULIUS & ESTHER STULBERG COMPETITION INC
    359 S BURDICK ST STE 14
    KALAMAZOO,MI49007     		  PC MASTER CLASS & EDUCATION OUTREACH INITIATIVES 8,000
    KAIROS DWELLING
    2945 GULL RD
    KALAMAZOO,MI49048     		  PC 2015 OPERATING EXPENSES 25,000
    KAL NEIGHBORHOOD HOUSING SERVICES
    802 S WESTNEDGE AVE
    KALAMAZOO,MI49008     		  PC HOMEOWNERSHIP CENTER OPERATIONS 15,000
    KALAMAZOO AVIATION HISTORY MUSEUM
    6151 PORTAGE RD
    PORTAGE,MI49002     		  PC TRACKING A LEGEND EXHIBIT 20,000
    KALAMAZOO BOOK ARTS CENTER
    326 W KALAMAZOO AVE STE 422
    KALAMAZOO,MI49007     		  PC EDUCATIONAL AND INTERNSHIP PROGRAMS 10,000
    KALAMAZOO CENTER FOR YOUTH AND COMMUNITY
    PO BOX 50227
    KALAMAZOO,MI49005     		  PC PROGRAMMING AND OPERATIONS 40,000
    KALAMAZOO CIVIC THEATRE
    329 SOUTH PARK STREET
    KALAMAZOO,MI49007     		  PC TESSITURA - CONSORTIUM TICKETING SYSTEM 25,000
    KALAMAZOO COLLECTIVE HOUSING
    2101 WILBUR ST
    KALAMAZOO,MI49006     		  PC PROGRAMMING COSTS 25,000
    KALAMAZOO COUNTY GOVERNMENT 9TH CIRCUIT COURT
    201 WEST KALAMAZOO AVENUE
    KALAMAZOO,MI49007     		  PC YOUTH OFFENDER TRANSITION PROGRAM 20,000
    KALAMAZOO COUNTY PARKS AND RECREATION
    3299 GULL ROAD
    KALAMAZOO,MI49048     		  PC KRV TRAIL - COMSTOCK TO GALESBURG EXTENSION 5,000
    KALAMAZOO CULTURAL CENTER
    359 S KALAMAZOO MALL 203
    KALAMAZOO,MI49007     		  PC EPIC THEATRE RENOVATION COSTS 20,000
    KALAMAZOO IN BLOOM
    PO BOX 20178
    KALAMAZOO,MI49019     		  PC 30TH ANNIVERSARY PLANTING COSTS 5,000
    KALAMAZOO INSTITUTE OF ARTS
    314 SOUTH PARK STREET
    KALAMAZOO,MI49007     		  PC CHILDREN & TEEN ARTS PROGRAMMING 20,000
    KALAMAZOO JUNIOR GIRLS ORGANIZATION
    1114 W PATERSON STREET
    KALAMAZOO,MI49007     		  PC OPERATING COSTS 10,000
    KALAMAZOO JUNIOR SYMPHONY SOCIETY
    714 S WESTNEDGE AVE
    KALAMAZOO,MI49007     		  PC COMPREHENSIVE STRING ORCHESTRA TRAINING PROGRAM 6,000
    KALAMAZOO LOAVES AND FISHES
    901 PORTAGE ST
    KALAMAZOO,MI49001     		  PC OPERATING SUPPORT 35,000
    KALAMAZOO NATURE CENTER
    7000 N WESTNEDGE AVE
    KALAMAZOO,MI49009     		  PC GREENHOUSE AND BUTTERFLY REARING ROOM 15,000
    KALAMAZOO PUBLIC LIBRARY
    315 S ROSE ST
    KALAMAZOO,MI49007     		  PC ONE PLACE PROGRAMS AND SERVICES 5,000
    KALAMAZOO SYMPHONY ORCHESTRA
    359 S BURDICK ST STE 100
    KALAMAZOO,MI49007     		  PC ARTISTS IN RESIDENCE PROGRAM 25,000
    KALAMAZOO VALLEY COMMUNITY COLLEGE
    PO BOX 4070
    KALAMAZOO,MI49003     		  PC ARTISTS FORUM 2,500
    KALAMAZOO VALLEY HABITAT FOR HUMANITY
    1126 GULL RD
    KALAMAZOO,MI49048     		  PC SUSTAINABLE HOUSING SOLUTIONS PROGRAM 30,000
    KVCC - KALAMAZOO COUNTY MENTAL HEALTH & SUBSTANCE ABUSE SERVICES
    6767 WEST O AVENUE
    KALAMAZOO,MI49003     		  PC HEALTH FOCUSED CAMPUS PROJECT 25,000
    LOCAL INITIATIVES SUPPORT CORPORATION
    141 E MICHIGAN AVENUE SUITE 501
    KALAMAZOO,MI49007     		  PC MATCH TO RECEIVE 290,000 HUD GRANT 20,000
    MICHIGAN FESTIVAL OF SACRED MUSIC
    PO BOX 50566
    KALAMAZOO,MI49005     		  PC 2014-15 FESTIVAL EXPENSES 10,000
    MINISTRY WITH COMMUNITY INC
    440 N CHURCH ST
    KALAMAZOO,MI49007     		  PC REBUILDING LIVES CAPITAL CAMPAIGN & DROP-IN MEALS PROGRAM 60,000
    NEW YEAR'S FEST OF KALAMAZOO INC
    141 E MICHIGAN AVENUE SUITE 100
    KALAMAZOO,MI49007     		  PC 29TH ANNUAL NEW YEAR'S FEST 5,000
    OAKWOOD NEIGHBORHOOD ASSOCIATION
    3320 LAIRD AVE
    KALAMAZOO,MI49008     		  PC AFTER-SCHOOL TUTORING PROGRAM 3,000
    OPEN DOORS KALAMAZOO
    PO BOX 50102
    KALAMAZOO,MI49005     		  PC SUPPORT TEAM OPERATING COSTS AND RENTAL ASSISTANCE PROGRAM 15,000
    PLANNED PARENTHOOD MID & SOUTH MICHIGAN
    PO BOX 3673
    ANN ARBOR,MI48106     		  PC EDUCATION PROGRAM IN KALAMAZOO 10,000
    RENAISSANCE ENTERPRISES COMPANY
    901 LAY BLVD
    KALAMAZOO,MI49001     		  PC PROGRAMMING SUPPORT 5,000
    SHERMAN LAKE YMCA
    OUTDOOR CENTER 6225 NORTH 39TH ST
    AUGUSTA,MI49012     		  PC THE PARK OUTDOOR PLAY SPACE 15,000
    ST LUKE'S EPISCOPAL CHURCH
    247 WEST LOVELL STREET
    KALAMAZOO,MI49007     		  PC PARTNERS IN HOUSING TRANSITION FUNRITURE 5,000
    STUART AREA RESTORATION ASSOCIATION
    530 S DOUGLAS AVENUE
    KALAMAZOO,MI49007     		  PC COMMUNITY ANCHOR PROJECT 5,000
    THE ARC COMMUNITY ADVOCATES
    3901 EMERALD DRIVE SUITE B
    KALAMAZOO,MI49001     		  PC INDIVIDUAL AND FAMILY ADVOCACY 7,500
    UNITY OF KALAMAZOO
    1204 WHITES RD
    KALAMAZOO,MI49008     		  PC PEACE PIZZAZ 2014 2,500
    URBAN ALLIANCE
    1009 E STOCKBRIDGE STE 100
    KALAMAZOO,MI49001     		  PC WASHINGTON AVE. TRANSFORMATION PROJECT 20,000
    VOLUNTEER SERVICES OF GREATER KALAMAZOO
    3901 EMERALD DRIVE SUITE A
    KALAMAZOO,MI49001     		  PC OPERATING SUPPORT 10,000
    WELLSPRING CORI TERRY AND DANCERS
    359 S KALAMAZOO MALL
    KALAMAZOO,MI49007     		  PC COMMUNITY ENGAGEMENT THROUGH DANCE PROGRAMS 17,000
    WESTERN MICHIGAN UNIVERSITY FOUNDATION
    WALWOOD HALL
    KALAMAZOO,MI49008     		  PC IN HONOR OF FLOYD L. PARKS 50,000
    YWCA OF KALAMAZOO
    353 E MICHIGAN AVE
    KALAMAZOO,MI49007     		  PC CHILDREN CENTER-READY TO LEARN & GROW PROGRAM 25,000
    Total .................................bullet 3a 1,088,000
    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
    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....     14 261,106  
    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 1,978,920  
    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).. 0 2,240,026 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    132,240,026
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (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
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet 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
    HAROLD AND GRACE UPJOHN FOUNDATION
     
    Employer identification number

    38-6052963
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......................... Arrow Bullet $  
    Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
    Form 990-EZ or on 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
    HAROLD AND GRACE UPJOHN FOUNDATION
          		Employer identification number

    38-6052963
    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
     
     

    EDWIN MEADER IRREVOCABLE TRUST  
    136 EAST MICHIGAN AVE 9TH FLOOR STE
     
    KALAMAZOO, MI49007

    		$92,500


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


    (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
    HAROLD AND GRACE UPJOHN FOUNDATION
          		Employer identification number

    38-6052963
    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
    HAROLD AND GRACE UPJOHN FOUNDATION
          		Employer identification number

    38-6052963
    Part III
    Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
    that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
    For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
    contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2013 AccountingFeesSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN: 38-6052963
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES - PLANTE & MORAN, PLLC 7,000 1,400   5,600
    ACCOUNTING FEES - RELATED TO TAX EXEMPT INCOME 0 0   0

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN: 38-6052963
    Name of Bond End of Year Book Value End of Year Fair Market Value
    GARMONG NEWSPAPER DEV FLTG .737% 09/01/16 100,000 100,000

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN: 38-6052963
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ABBEVIE INC 55,944 228,456
    ABBOTT LABS 51,590 156,924
    ACCENTURE PLC SHS CL A NEW 207,456 421,824
    AFFILIATED MANAGERS GROUP INC 254,042 699,265
    APPLE INC 153,718 453,600
    BECTON DICKINSON & COMPANY 141,280 257,400
    BORG WARNER INC 243,581 228,080
    CARMAX 107,200 559,100
    CB RICHARD ELLIS GROUP INC A 287,789 320,000
    CHICAGO BRIDGE & IRON CO. ADR 310,532 218,560
    CORE LABORATORIES NV ADR 155,655 306,966
    DICK'S SPORTING GOODS INC 261,569 226,850
    DRESSER-RAND GROUP INC 247,870 326,800
    ECOLAB INC 136,524 333,690
    EXPEDITORS INTL WASHINGTON 187,019 426,600
    EXPRESS SCRIPTS HOLDING CO 239,001 268,870
    EXXON MOBIL CORP 17,930 638,286
    FASTENAL CO 75,264 422,784
    GENERAL ELECTRIC CO 22,023 348,435
    GILEAD SCIENCES INC 109,798 604,800
    GOOGLE INC CL A 199,534 450,780
    HALLIBURTON CO 257,312 220,560
    ILLINOIS TOOL WORKS INC 142,248 437,040
    INTERCONTINENTALEXCHANGE INC 248,921 437,409
    INTUIT INC 191,332 554,463
    JACOBS ENGINEERING GROUP INC 126,660 284,700
    LAUDER ESTEE COS INC CL A 258,717 263,130
    MYLAN INC 197,183 267,750
    O REILLY AUTOMOTIVE INC 52,640 703,520
    OMNICOM GROUP INC 168,546 373,672
    ORACLE CORP 203,838 363,165
    QUALCOMM INC 242,533 235,530
    RITCHIE BROTHERS AUCTIONEERS INC ADR 140,665 175,608
    STARBUCKS CORP 141,516 1,027,616
    STERICYCLE INC 227,597 252,000
    STRYKER CORP 36,842 525,180
    SYSCO CORP 101,077 462,480
    WALGREEN CO 132,688 577,980

    TY 2013 InvestmentsGovtObligationsSch
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN: 38-6052963
    US Government Securities - End of Year Book Value:

    0
    US Government Securities - End of Year Fair Market Value:

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


    50,000
    State & Local Government Securities - End of Year Fair Market Value:


    46,500


    TY 2013 InvestmentsOtherSchedule2
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN: 38-6052963
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    ISHARES TR MSCI EAFE INDEX FUND AT COST 979,172 1,074,360
    ORRSTOWN BANK 1.000% 11/14/14 AT COST 200,000 200,027
    VANGUARD EMERGING MARKETS ETF AT COST 461,300 426,400
    VANGURAD SHORT-TERM INVESTMENT GRADE FUND ADM AT COST 600,000 594,005

    TY 2013 OtherExpensesSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN: 38-6052963
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TELEPHONE 65 0   65
    MICHIGAN ANNUAL REPORT FEE 20 0   20
    CLERICAL 4,543 0   4,543
    CONTIUNING EDUCATION 544 0   544
    OFFICE SUPPLIES 1,205 0   1,205
    MISCELLANEOUS 1,528 0   1,528


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN: 38-6052963
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ASSET CUSTODIAL FEES - GREENLEAF TRUST 64,053 64,053   0
    ASSET CUSTODIAL FEES - GREENLEAF TRUST TAX EXEMPT 1 0   0
    ASSET MANAGEMENT FEES - ARCADIA INVESTMENT MANAGEMENT 30,541 30,541   0
    ASSET MANAGEMENT FEES - ARCADIA INVESTMENT MANAGEMENT 1 0   0


    TY 2013 TaxesSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN: 38-6052963
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAX 6,361 0   0
    FOREIGN TAXES 1,247 1,247   0