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.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2015
Open to Public Inspection
For calendar year 2015, or tax year beginning 01-01-2015 , and ending 12-31-2015
Name of foundation
THE CARL M FREEMAN FOUNDATION INC
 
Number and street (or P.O. box number if mail is not delivered to street address)111 ROCKVILLE PIKE NO 1100
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
ROCKVILLE, MD20850
A Employer identification number

52-6047536
B Telephone number (see instructions)

(240) 453-3000
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$47,828,954J Accounting method:
 
(Part I, column (d) must be on cash basis.)
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) 1,326,235
2 Check bullet Sch. B .............
3 Interest on savings and temporary cash investments 346 346  
4 Dividends and interest from securities... 779,993 779,993  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 20,536
b Gross sales price for all assets on line 6a 13,777,746
7 Capital gain net income (from Part IV, line 2)... 20,536
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)....... Click to see attachment 3,884 6,142  
12 Total. Add lines 1 through 11........ 2,130,994 807,017  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 213,623 0   213,623
14 Other employee salaries and wages...... 110,076 0   110,076
15 Pension plans, employee benefits....... 32,036 0   32,036
16a Legal fees (attach schedule)......... Click to see attachment 86,136 0   60,573
b Accounting fees (attach schedule)....... Click to see attachment 3,950 0   2,950
c Other professional fees (attach schedule).... Click to see attachment 244,697 241,697   3,000
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 84,272 4,387   0
19 Depreciation (attach schedule) and depletion... 123,285 0  
20 Occupancy.............. 33,320 0   33,320
21 Travel, conferences, and meetings....... 16,511 0   16,511
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 89,953 5,967   83,973
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,037,859 252,051   556,062
25 Contributions, gifts, grants paid....... 752,619 752,619
26 Total expenses and disbursements. Add lines 24 and 25 1,790,478 252,051   1,308,681
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 340,516
b Net investment income (if negative, enter -0-) 554,966
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2015)
Form 990-PF (2015)
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......... 2,433,838 2,571,413 2,571,413
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.......... 202,150 188,459 188,459
10a Investments—U.S. and state government obligations (attach schedule) 958,518 Click to see attachment1,009,606 1,009,606
b Investments—corporate stock (attach schedule)....... 20,331,071 Click to see attachment15,395,499 15,395,499
c Investments—corporate bonds (attach schedule)....... 9,575,181 Click to see attachment13,035,864 13,035,864
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 9,473,619 Click to see attachment10,588,127 10,588,127
14 Land, buildings, and equipment: basis bullet5,838,293
Less: accumulated depreciation (attach schedule) bullet798,307 5,163,271 5,039,986 5,039,986
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 48,137,648 47,828,954 47,828,954
Liabilities 17 Accounts payable and accrued expenses..........   5,565
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 5,565
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................. 48,137,648 47,823,389
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 instructions)..... 48,137,648 47,823,389
31 Total liabilities and net assets/fund balances (see instructions). 48,137,648 47,828,954
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
48,137,648
2
Enter amount from Part I, line 27a .....................
2
340,516
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
48,478,164
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
654,775
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
47,823,389
Form 990-PF (2015)
Form 990-PF (2015)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES P 2014-12-31 2015-12-31
b CAPITAL GAIN DISTRIBUTION P 2014-12-31 2015-12-31
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 13,695,801   13,757,210 -61,409
b 81,945     81,945
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       -61,409
b       81,945
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 20,536
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 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))
2014 2,960,033 42,131,243 0.070257
2013 3,192,314 26,041,777 0.122584
2012 2,019,723 19,247,507 0.104934
2011 2,137,106 16,908,695 0.126391
2010 2,211,529 15,976,320 0.138425
2
Total of line 1, column (d) .....................
20.562591
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
0.112518
4
Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....
4
42,288,921
5
Multiply line 4 by line 3......................
5
4,758,265
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
5,550
7
Add lines 5 and 6........................
7
4,763,815
8
Enter qualifying distributions from Part XII, line 4.............
8
1,308,681
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 (2015)
Form 990-PF (2015)
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 Bullet and enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 11,099
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 11,099
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 11,099
6 Credits/Payments:
a 2015 estimated tax payments and 2014 overpayment credited to 2015 6a 44,266
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 44,266
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8 48
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 33,119
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet33,119 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see 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
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
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)
    bulletMD
    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 2015 or the taxable year beginning in 2015 (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
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.CARLFREEMANFOUNDATION.ORG
    14
    The books are in care ofbulletBERNADETTE M DOWLING Telephone no.bullet (302) 436-6241

    Located atbullet31556 WINTERBUERRY PARKWAYSELBYVILLEDE ZIP+4bullet19975
    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 2015, 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 FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    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 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 2015?.............
    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 2015, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2015?.............
    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 2015 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 2015.)..................
    3b
     
    No
    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 2015?
    4b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    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 4945(d)(4)(A)? (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 (2015)
    Form 990-PF (2015)
    Page 7
    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
    MICHELLE L FREEMAN CHAIRMAN/PRESIDENT
    14.00     		103,472 2,317 0
    111 ROCKVILLE PIKE SUITE 1100
    ROCKVILLE,MD20850
    STEPHEN B HUTTLER SECRETARY/TRUSTEE (UNTIL JUNE 2015)
    2.00     		0 0 0
    111 ROCKVILLE PIKE SUITE 1100
    ROCKVILLE,MD20850
    CHRISTINE A SHREVE TREASURER/TRUSTEE
    4.00     		0 0 0
    111 ROCKVILLE PIKE SUITE 1100
    ROCKVILLE,MD20850
    PATTI GRIMES EXECUTIVE DIRECTOR
    28.00     		110,151 12,369 0
    111 ROCKVILLE PIKE SUITE 1100
    ROCKVILLE,MD20850
    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
    BRONFMAN E L ROTHSCHILD INVESTMENT FEES 100,430
    ONE PRESERVE PARKWAY 610
    ROCKVILLE,MD20852
    CHEVY CHASE BANK INVESTMENT FEES 74,243
    7501 WISCONSIN AVE 1500W
    BETHESDA,MD20814
    JP MORGAN INVESTMENT FEES 67,024
    800 CONNECTICUT AVE NW 950
    WASHINGTON,DC20006
    HOGAN LOVELLS US LLP LEGAL 53,356
    COLUMBIA SQUARE 555 13TH STREET NW
    WASHINGTON,DC20004
    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  
    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 instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 8
    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
    41,103,653
    b
    Average of monthly cash balances.......................
    1b
    1,829,262
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    42,932,915
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    42,932,915
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    643,994
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    42,288,921
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    2,114,446
    Part XI
    Distributable Amount bullet
    1
    Minimum investment return from Part X, line 6....................
    1
    2,114,446
    2a
    Tax on investment income for 2015 from Part VI, line 5......
    2a
    11,099
    b
    Income tax for 2015. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    11,099
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    2,103,347
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    2,103,347
    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
    2,103,347
    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
    1,308,681
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    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
    1,308,681
    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
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,308,681
    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 (2015)
    Form 990-PF (2015)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2014     		(c)
    2014     		(d)
    2015
    1 Distributable amount for 2015 from Part XI, line 7 2,103,347
    2 Undistributed income, if any, as of the end of 2015:
    a Enter amount for 2014 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2015:
    a From 2010...... 1,423,058
    b From 2011...... 1,309,273
    c From 2012...... 1,066,962
    d From 2013...... 1,905,761
    e From 2014...... 898,253
    fTotal of lines 3a through e........ 6,603,307
    4Qualifying distributions for 2015 from Part
    XII, line 4: bullet$ 1,308,681
    a Applied to 2014, 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 2015 distributable amount..... 1,308,681
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2015. 794,666 794,666
    (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 5,808,641
    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 2014. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2016. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2010 not
    applied on line 5 or line 7 (see instructions) ...     		628,392
    9Excess distributions carryover to 2016.
    Subtract lines 7 and 8 from line 6a ......     		5,180,249
    10 Analysis of line 9:
    a Excess from 2011.... 1,309,273
    b Excess from 2012.... 1,066,962
    c Excess from 2013.... 1,905,761
    d Excess from 2014.... 898,253
    e Excess from 2015....  
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 10
    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 2015, 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) 2015 (b) 2014 (c) 2013 (d) 2012
             
    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:
    PATTI GRIMES
    31556 WINTERBERRY PARKWAY
    SELBYVILLE,DE19975
    (302) 436-3003
    bThe form in which applications should be submitted and information and materials they should include:
    THE APPLICATION PROCESS REQUIRES ELIGIBLE APPLICANTS TO SUBMIT ALL REQUIRED INFORMATION ON-LINE THROUGH THE CARL M. FREEMAN FOUNDATION WEBSITE.
    cAny submission deadlines:
    DEADLINES FOR THE TWO ANNUAL FACES GRANT CYCLES ARE PUBLISHED ON THE FOUNDATION WEBSITE.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    THE FOLLOWING RESTRICTIONS APPLY TO APPLICANTS: - APPLICANTS MUST BE AN IRS-RECOGNIZED 501 C(3) TAX-EXEMPT, NONPROFIT ORGANIZATION IN GOOD STANDING, OR A PUBLIC AGENCY SPECIFICALLY SERVING THE RESIDENTS OF THE FUNDING AREA. - APPLICANTS APPLYING IN MONTGOMERY COUNTY, MD, MUST HAVE AN ANNUAL OPERATING BUDGET OF $750,000 OR LESS AND BE BASED IN MONTGOMERY COUNTY, MD. - APPLICANTS APPLYING IN SUSSEX COUNTY, DE, MUST HAVE AN ANNUAL OPERATING BUDGET OF $500,000 OR LESS FOR SUSSEX COUNTY, DE, PROGRAMS. SUSSEX COUNTY, DE, ORGANIZATIONS MAY APPLY IF THEY ARE BASED IN OTHER DE COUNTIES BUT 100% OF THE FUNDING MUST BE USED TO SERVE RESIDENTS OF SUSSEX COUNTY, DE. NO GRANTS WILL BE DISTRIBUTED TO: - INDIVIDUALS - POLITICAL ASSOCIATIONS OR CANDIDATES - ORGANIZATIONS THAT WOULD DISBURSE FUNDING TO OTHER ORGANIZATIONS - ORGANIZATIONS THAT DISCRIMINATE ON THE BASIS OF RACE, CREED, GENDER, SEXUAL ORIENTATION, AGE, RELIGION, DISABILITY OR NATIONAL ORIGIN
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 11
    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
    A WIDER CIRCLE
    9159-C BROOKVILLE ROAD
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    AMERICAN HEART ASSOCIATION
    1845 MASSACHUSETTS AVENUE
    MCLEAN,VA22101     		NONE PUBLIC CHARITY HEALTH 500
    ATLANTIC GENERAL HOSPITAL
    9733 HEALTHWAY DRIVE
    BERLIN,MD21811     		NONE PUBLIC CHARITY HEALTH 500
    BABY'S BOUNTY INC
    PO BOX 1144
    CLARKSBURG,MD20871     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    B-CC ROTARY FOUNDATION
    9401 OLD GEORGETOWN ROAD
    BETHESDA,MD20814     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,500
    BEEBE MEDICAL FOUNDATION
    902 SAVANNAH ROAD
    LEWES,DE19958     		NONE PUBLIC CHARITY HEALTH 5,000
    BELIEVE IN TOMORROW CHILDREN'S FOUNDATION
    13 66TH STREET
    OCEAN CITY,MD21842     		NONE PUBLIC CHARITY SOCIAL SERVICES 100
    BEST BUDDIES INTERNATIONAL
    100 SE 2ND STREET SUITE 2200
    MIAMI,FL33131     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    BOYS & GIRLS CLUB OF SEAFORD
    310 VIRGINIA AVENUE
    SEAFORD,DE19973     		NONE PUBLIC CHARITY SOCIAL SERVICES 3,500
    CANCER SUPPORT COMMUNITY DELAWARE
    18947 JOHN J WILLIAMS HWY SUITE 312
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY HEALTH 6,000
    CASA OF MONTGOMERY COUNTY
    1010 GRANDIN AVENUE SUITE B-3
    ROCKVILLE,MD208511341     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    CASA FRIENDS OF SUSSEX
    PO BOX 304
    MILTON,DE19968     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    CHABAD OF OLNEY INC
    17320 GEORGIA AVENUE
    OLNEY,MD20832     		NONE PUBLIC CHARITY EDUCATION 500
    CHILDREN'S HOSPITAL FOUNDATION
    801 ROEDER ROAD SUITE 300
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY HEALTH 10,000
    CLOTHING OUR KIDS
    33013 MOORING COVE
    MILLSBORO,DE19966     		NONE PUBLIC CHARITY SOCIAL SERVICES 6,250
    COMMUNITY FOUNDATION-NAT'L CAP REG
    CAPITAL REGION 1201 15TH ST NW
    SUITE 420
    WASHINGTON,DC20005     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    COVENANT HOUSE WASHINGTON
    2001 MISSISSIPPI AVE SE
    WASHINGTON,DC20020     		NONE PUBLIC CHARITY SOCIAL SERVICES 7,500
    DC COLLEGE ACCESS PROGRAM
    1400 L STREET NW SUITE 400
    WASHINGTON,DC20005     		NONE PUBLIC CHARITY EDUCATION 25,000
    DELAWARE ADOLESCENT PROGRAM INC
    2900 NORTH VAN BUREN STREET
    WILMINGTON,DE19802     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    DELAWARE BREAST CANCER COALITION INC
    111 WEST 11TH STREET 3
    WILMINGTON,DE19801     		NONE PUBLIC CHARITY HEALTH 13,950
    DELAWARE CENTER FOR THE INLAND BAYS INC
    39375 INLET ROAD
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY ENVIRONMENT 7,000
    DELAWARE COMMUNITY FOUNDATION
    100 WEST 10TH ST SUITE 115
    WILMINGTON,DE19801     		NONE PUBLIC CHARITY SOCIAL SERVICES 60,500
    DELAWARE COMMUNITY FOUNDATION - BIDEN
    PO BOX 1636
    WILMINGTON,DE19899     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    DELAWARE SPORTS COMMISSION
    99 KINGS HIGHWAY
    DOVER,DE19901     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    DELAWARE TECHNICAL & COMMUNITY COLLEGE
    PO BOX 660
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY EDUCATION 15,376
    DELMARVA ACES BASEBALL & SOFTBALL INC
    11046 GRAYS CORNER ROAD
    BERLIN,MD21811     		NONE PUBLIC CHARITY SOCIAL SERVICES 100
    DONORSCHOOSEORG
    134 W 37TH ST FL 11
    NEW YORK,NY10018     		NONE PUBLIC CHARITY EDUCATION 1,897
    EASTER SEALS SERVING MDDCVA
    1420 SPRING STREET
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY HEALTH 3,000
    EASTERN MONTGOMERY EMERGENCY ASST NTWK
    PO BOX 10474
    SILVER SPRING,MD209140474     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    EVERETT INC
    45 W MAIN STREET
    MIDDLETOWN,DE19709     		NONE PUBLIC CHARITY ARTS 1,000
    FOOD BANK OF DELAWARE
    1040 MATTLIND WAY
    MILFORD,DE19963     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    FRANKLIN E WIMP HAMBURG GOLF MEMORIAL
    8 KNODE CIRCLE
    BOONSBORO,MD21713     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,500
    FREE LIBRARY & READING RM OF BOONSBORO
    PO BOX 174
    BOONSBORO,MD21713     		NONE PUBLIC CHARITY EDUCATION 750
    FRIENDS OF THE SELBYVILLE PUBLIC LIBRARY
    PO BOX 31
    SELBYVILLE,DE19975     		NONE PUBLIC CHARITY EDUCATION 500
    GW CARVER ACADEMY
    30207 FRANKFORD SCHOOL ROAD
    FRANKFORD,DE19945     		NONE PUBLIC CHARITY EDUCATION 5,000
    GAITHERSBURG SPORTS ASSOCIATION
    10 BROOKS AVE
    GAITHERSBURG,MD20877     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    GEORGETOWN CHAMBER OF COMMERCE
    827 E MARKET STREET
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    GEORGETOWN UNIVERSITY
    GIFT PROCESSING DEPARTMENT 0734
    WASHINGTON,DC200730734     		NONE PUBLIC CHARITY EDUCATION 10,000
    GEORGETOWN UNIVERSITY LAW CENTER
    600 NEW JERSEY AVENUE NW
    WASHINGTON,DC20001     		NONE PUBLIC CHARITY EDUCATION 20,000
    GIRLS ON THE RUN DELAWARE INC
    615 WEST 18TH STREET
    WILMINGTON,DE19802     		NONE PUBLIC CHARITY SOCIAL SERCES 500
    HARRY K FOUNDATION
    313 S BOARDWALK
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    HEIFER INTERNATIONAL
    PO BOX 8058
    LITTLE ROCK,AR722038058     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,500
    HOLTON-ARMS
    7303 RIVER ROAD
    BETHESDA,MD20817     		NONE PUBLIC CHARITY EDUCATION 15,000
    HOME OF THE BRAVE FOUNDATION INC
    6632 SHARPS ROAD
    MILFORD,DE19963     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    HOPE CONNECTIONS FOR CANCER SUPPORT
    9650 ROCKVILLE PIKE
    BETHESDA,MD20814     		NONE PUBLIC CHARITY HEALTH 5,000
    HOPE MARIETTA FOUNDATION
    10 JEFFERSON DRIVE
    STERLING,VA20165     		NONE PUBLIC CHARITY HEALTH 1,000
    HUMANE SOCIETY OF GREENWOOD
    PO BOX 49776
    GREENWOOD,SC29649     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    IN HONOR OF HER
    PO BOX 855
    OLNEY,MD208300855     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    INTERFAITH WORKS INC
    114 W MONTGOMERY AVENUE
    ROCKVILLE,MD20850     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    JAMES BEARD FOUNDATION
    167 WEST 12TH STREET
    NEW YORK,NY10011     		NONE PUBLIC CHARITY EDUCATION 10,000
    JEWISH COMM CENTER OF GREATER WASHINGTON
    6125 MONTROSE ROAD
    ROCKVILLE,MD208524857     		NONE PUBLIC CHARITY SOCIAL SERVICES 8,500
    JEWISH FEDERATION OF GREATER WASHINGTON
    6101 MONTROSE ROAD
    ROCKVILLE,MD20852     		NONE PUBLIC CHARITY SOCIAL SERVICES 60,000
    JOSHUA M FREEMAN FOUNDATION INC
    31556 WINTERBERRY PARKWAY
    SELBYVILLE,DE19975     		NONE PUBLIC CHARITY ARTS 4,000
    JUVENILE DIABETES RESEARCH FOUNDATION
    1400 K STREET NW SUITE 725
    WASHINGTON,DC20005     		NONE PUBLIC CHARITY HEALTH 30,000
    LANDON SCHOOL
    6101 WILSON LANE
    BETHESDA,MD208173199     		NONE PUBLIC CHARITY EDUCATION 25,000
    LEADERSHIP DELAWARE INC
    1207 DELAWARE AVENUE
    WILMINGTON,DE19806     		NONE PUBLIC CHARITY EDUCATION 2,500
    LEUKEMIA & LYMPHOMA SOCIETY
    11813 CENTURIAN WAY
    POTOMAC,MD20854     		NONE PUBLIC CHARITY HEALTH 1,000
    LEVELING THE PLAYING FIELD INC
    9170 BROOKVILLE ROAD
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    LIFE WITH CANCER
    1302 FAIRGROVE LANE
    CROWNSVILLE,MD21032     		NONE PUBLIC CHARITY HEALTH 10,000
    LIONS CLUB OF OLNEY FOUNDATION
    2705 GOLD MINE ROAD
    BROOKVILLE,MD20833     		NONE PUBLIC CHARITY SOCIAL SERVICES 500
    LITTLE LEAGUE BASEBALL INC
    PO BOX 540
    MILLSBORO,DE19966     		NONE PUBLIC CHARITY SOCIAL SERVICES 20,000
    MARTHA'S TABLE INC
    2114 14TH STREET NW
    WASHINGTON,DC20009     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    MERCY HEALTH CLINIC
    7 METROPOLITAN CT SUITE 1
    GAITHERSBURG,MD20878     		NONE PUBLIC CHARITY HEALTH 10,000
    MIDDLEBURG FILM FESTIVAL
    PO BOX 1566
    MIDDLEBURG,VA20118     		NONE PUBLIC CHARITY ARTS 10,000
    MONTGOMERY COLLEGE FOUNDATION
    900 HUNGERFORD DRIVE STE 200
    ROCKVILLE,MD20850     		NONE PUBLIC CHARITY EDUCATION 10,000
    MONTGOMERY COUNTY BEEF 4-H CLUB
    5925 DAMASCUS ROAD
    LAYTONSVILLE,MD20882     		NONE PUBLIC CHARITY SOCIAL SERVICES 6,862
    MONTGOMERY COUNTY COMMUNITY FOUNDATION
    8720 GEORGIA AVENUE SUITE 302
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY SOCIAL SERVICES 20,000
    MONUMENTAL SPORTS & ENT FOUNDATION
    627 NORTH GLEBE ROAD SUITE 850
    ARLINGTON,VA22203     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    MORGAN ARTS COUNCIL
    PO BOX 248
    BERKELEY SPRINGS,WV25411     		NONE PUBLIC CHARITY ARTS 2,000
    MOST BLESSED SACRAMENT SCHOOL
    11242 RACETRACK ROAD
    BERLIN,MD21811     		NONE PUBLIC CHARITY EDUCATION 680
    NEW HOPE REC AND DEVELOPMENT CTR INC
    12564 NORTH OLD STATE ROAD PO BOX
    310
    ELLENDALE,DE199412820     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    OC-BERLIN OPTIMIST YOUTH FOUNDATION INC
    PO BOX 1403
    OCEAN PINES,MD21811     		NONE PUBLIC CHARITY SOCIAL SERVICES 250
    OCEAN CITY ELEMENTARY SCHOOL
    12828 CENTER DRIVE
    OCEAN CITY,MD21842     		NONE PUBLIC CHARITY EDUCATION 266
    OLNEY CIVIC FUND INC
    PO BOX 661
    OLNEY,MD20830     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    OLNEY HELP
    PO BOX 430
    OLNEY,MD20830     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    OLNEY THEATRE
    2001 OLNEY SANDY SPRING ROAD
    OLNEY,MD20832     		NONE PUBLIC CHARITY ARTS 2,500
    OPERATION SECOND CHANCE
    20251 CENTURY BLVD STE 130
    GERMANTOWN,MD20874     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    PARKINSON'S EDUC & SUPPORT GRP OF SUSSEX
    SUSSEX COUNTY INC 17000 BLACK
    MARLIN CIRCLE
    LEWES,DE19958     		NONE PUBLIC CHARITY HEALTH 5,000
    PENINSULA REGIONAL MEDICAL CTR FOUNDATION
    101 E CARROLL STREET
    SALISBURY,MD21801     		NONE PUBLIC CHARITY HEALTH 10,000
    PRESERVATION SOCIETY OF NEWPORT COUNTY
    424 BELLEVUE AVENUE
    NEWPORT,RI02840     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    PREVENT CANCER FOUNDATION
    1600 DUKE STREET SUITE 500
    ALEXANDRIA,VA22314     		NONE PUBLIC CHARITY HEALTH 10,000
    PRIMEROS PASOS INC
    PO BOX 1003
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY EDUCATION 1,000
    PULMONARY HYPERTENSION ASSOCIATION
    801 ROEDER ROAD SUITE 1000
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY HEALTH 1,000
    QUIET RESORTS CHARITABLE FOUNDATION
    PO BOX 354
    BETHANY BEACH,DE19930     		NONE PUBLIC CHARITY SOCIAL SERVICES 300
    RIDE TO GIVE
    530 N HIGHLAND AVE
    NYACK,NY10960     		NONE PUBLIC CHARITY SOCIAL SERVICE 2,000
    ROCKVILLE HELP INC
    14601 MELINDA LANE
    ROCKVILLE,MD20853     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    ROXANA FIRE COMPANY
    35943 ZION CHURCH ROAD
    FRANKFORD,DE19945     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    SAVE THE CHILDREN
    501 KINGS HWY E SUITE 400
    FAIRFIELD,CT06825     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    SHANA ROSE (NEPAL EARTHQUAKE RELIEF FUND)
    31463 WINGATE ROAD
    DAGSBORO,DE19939     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    SNOW HILL MIDDLE SCHOOL
    522 COULBOURNE LANE
    SNOW HILL,MD21863     		NONE PUBLIC CHARITY EDUCATION 388
    SO WHAT ELSE INC
    ONE PRESERVE PKWY SUITE 150
    ROCKVILLE,MD20852     		NONE PUBLIC CHARITY EDUCATION 5,000
    SPORTS PLUS GROUP INC
    PO BOX 83274
    GAITHERSBURG,MD20883     		NONE PUBLIC CHARITY SOCIAL SERVICE 5,000
    ST ANN'S - VIC DANCE
    691 GARFIELD PARKWAY
    BETHANY BEACH,DE19930     		NONE PUBLIC CHARITY SOCIAL SERVICES 200
    STRATHMORE HALL FOUNDATION INC
    5301 TUCKERMAN LANE
    NORTH BETHESDA,MD20852     		NONE PUBLIC CHARITY ARTS 10,000
    STUDENT MENTORING - JOHN M CLAYTON ELEM SCHOOL
    252 CLAYTON AVENUE
    FRANKFORD,DE19945     		NONE PUBLIC CHARITY EDUCATION 5,000
    TEACH FOR AMERICA
    1805 7TH STREET NW 6TH FLOOR
    WASHINGTON,DC20001     		NONE PUBLIC CHARITY EDUCATION 5,000
    THEARC
    2412 TRACY PLACE NW
    WASHINGTON,DC20008     		NONE PUBLIC CHARITY ARTS 25,000
    TOP BANANA - BRANDYWINE MD
    14100 BRANDYWINE ROAD
    BRANDYWINE,MD20613     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    TRANSITIONING OUR TODDLERS TO SCHOOL
    30207 FRANKFORD SCHOOL ROAD
    FRANKFORD,DE19945     		NONE PUBLIC CHARITY EDUCATION 5,000
    WASHINGTON BALLET
    3515 WISCONSIN AVE NW
    WASHINGTON,DC20016     		NONE PUBLIC CHARITY ARTS 5,000
    WASHINGTON CNTY SPORTS HALL OF FAME INC
    PO BOX 277
    FUNKSTOWN,MD21734     		NONE PUBLIC CHARITY SOCIAL SERVICE 250
    WEST SIDE NEW BEGINNINGS INC
    19801 NORWOOD STREET
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    WINCHESTER THURSTON SCHOOL
    555 MOREWOOD AVENUE
    PITTSBURGH,PA15213     		NONE PUBLIC CHARITY EDUCATION 1,000
    WOODWORKERS FOR CHILDREN CHARITY INC
    21 WILD HUNT CT
    GAITHERSBURG,MD20882     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    WORCESTER COUNTY HUMANE SOCIETY INC
    12330 EAGLES NEST ROAD
    BERLIN,MD21811     		NONE PUBLIC CHARITY SOCIAL SERVICES 500
    Total .................................bullet 3a 752,619
    bApproved for future payment
    THEARC
    2412 TRACY PLACE NW
    WASHINGTON,DC20008     		NONE PUBLIC CHARITY SOCIAL SERVICES 25,000
    Total .................................bullet 3b 25,000
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 12
    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 ...........     		    14 346  
    4 Dividends and interest from securities....     14 779,993  
    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.....     18 3,884  
    8
    Gain or (loss) from sales of assets other than inventory ............     		    18 20,536  
    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).. 0 804,759 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13804,759
    (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 (2015)
    Form 990-PF (2015)
    Page 13
    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 organizations?
    Yes
    No
    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) 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 name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2015)
    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
    2015
    Name of the organization
    THE CARL M FREEMAN FOUNDATION INC
     
    Employer identification number

    52-6047536
    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) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015) Page 2
    Name of organization
    THE CARL M FREEMAN FOUNDATION INC
          		Employer identification number
    52-6047536
    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
     
     

    THE FREEMAN FOUNDATION CLAT  
    C/O EARL COLSON TRUSTEE ARENT FOX L
     
    WASHINGTON, DC20036

    		$ 1,326,235


    (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) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Page 3
    Name of organization
    THE CARL M FREEMAN FOUNDATION INC
          		Employer identification number

    52-6047536
    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) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Page 4
    Name of organization
    THE CARL M FREEMAN FOUNDATION INC
          		Employer identification number

    52-6047536
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. 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) (2015)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2015 AccountingFeesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 3,950 0   2,950

    TY 2015 InvestmentsCorpBondsSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Name of Bond End of Year Book Value End of Year Fair Market Value
    CORPORATE BONDS 13,035,864 13,035,864

    TY 2015 InvestmentsCorpStockSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Name of Stock End of Year Book Value End of Year Fair Market Value
    EQUITIES 15,395,499 15,395,499

    TY 2015 InvestmentsGovtObligationsSch
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    US Government Securities - End of Year Book Value:

    1,009,606
    US Government Securities - End of Year Fair Market Value:

    1,009,606
    State & Local Government Securities - End of Year Book Value:


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


    0


    TY 2015 InvestmentsOtherSchedule2
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    HEDGE FUNDS FMV 6,151,848 6,151,848
    LP/LLC INVESTMENTS FMV 1,156,348 1,156,348
    CONGRESSIONAL BANK STOCK FMV 2,457,359 2,457,359
    CSV - KEYMAN INSURANCE POLICY FMV 803,897 803,897
    REAL ESTATE AND INFRASTRUCTURE FMV 18,675 18,675

    TY 2015 LegalFeesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 86,136 0   60,573


    TY 2015 OtherDecreasesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Description Amount
    UNREALIZED LOSS ON INVESTMENTS 654,775


    TY 2015 OtherExpensesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DUES AND SUBSCRIPTIONS 2,680 0   2,680
    INSURANCE 11,841 0   11,841
    TELEPHONE 4,030 0   4,030
    POSTAGE AND DELIVERY 297 0   297
    WEBSITE MAINTENANCE 1,085 0   1,085
    EQUIPMENT MAINTENANCE 2,362 0   2,362
    LICENSES AND FEES 29,264 0   29,264
    GRANT & PROGRAM RELATED EXP 27,758 0   27,758
    OFFICE EXPENSES 4,611 0   4,611
    BANK FEES 45 0   45
    K-1 EXPENSES 5,980 5,967   0


    TY 2015 OtherIncomeSchedule2
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    K-1 ORDINARY BUSINESS INCOME -2,258 0 -2,258
    ORIGINAL ISSUE DISCOUNT 1,868 1,868 1,868
    K-1 OTHER PORTFOLIO INCOME 4,274 4,274 4,274


    TY 2015 OtherProfessionalFeesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT 241,697 241,697   0
    PROFESSIONAL FEES 3,000 0   3,000


    TY 2015 TaxesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 75,785 0   0
    INCOME TAX 4,100 0   0
    FOREIGN TAX 4,387 4,387   0