TY 2015 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

Do not enter social security numbers on this form as it may be made public.
bullet

Information 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 HERBERT H & GRACE A DOW
FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1018 WEST MAIN STREET
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
MIDLAND, MI48640

A Employer identification number

38-1437485

B Telephone number (see instructions)

(989) 631-3699

C If exemption application is pending, check here bullet

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

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

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

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

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

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

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

$471,890,088J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	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)


1	Contributions, gifts, grants, etc., received (attach schedule)		3,112
2	Check Sch. B .............
3	Interest on savings and temporary cash investments		150		150
4	Dividends and interest from securities...		7,132,579		7,132,579
5a	Gross rents............		41,984		41,984
b	Net rental income or (loss) 41,984
6a	Net gain or (loss) from sale of assets not on line 10			22,972,822
b	Gross sales price for all assets on line 6a 222,211,723
7	Capital gain net income (from Part IV, line 2)...				22,972,822
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances	135,048
b	Less: Cost of goods sold....	85,317
c	Gross profit or (loss) (attach schedule).....			49,731		49,731
11	Other income (attach schedule).......			899,509	610,850	288,659
12	Total. Add lines 1 through 11........		31,099,887		30,758,385	338,390
13	Compensation of officers, directors, trustees, etc.		218,882		54,720		164,162
14	Other employee salaries and wages......		1,317,897		63,258	55,001	1,199,638
15	Pension plans, employee benefits.......		414,893		12,650	3,876	398,367
16a	Legal fees (attach schedule).........			36,273			35,637
b	Accounting fees (attach schedule).......			39,650	19,825		8,325
c	Other professional fees (attach schedule)....			1,928,228	1,843,584		85,418
17	Interest...............
18	Taxes (attach schedule) (see instructions)...			138,710	76,798
19	Depreciation (attach schedule) and depletion...			369,994		319,728
20	Occupancy..............		504,936			18,177	488,570
21	Travel, conferences, and meetings.......		78,676		22,861		55,462
22	Printing and publications..........		13,190				12,526
23	Other expenses (attach schedule).......			1,042,776	27,055	15,067	990,260
24	Total operating and administrative expenses.
	Add lines 13 through 23..........		6,104,105		2,120,751	411,849	3,438,365
25	Contributions, gifts, grants paid.......		26,101,429				23,020,804
26	Total expenses and disbursements. Add lines 24 and 25		32,205,534		2,120,751	411,849	26,459,169
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements		-1,105,647
b	Net investment income (if negative, enter -0-)				28,637,634
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	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............	94,045	282,471	282,471
	2	Savings and temporary cash investments.........	14,958,287	7,320,493	7,320,493
	3	Accounts receivable
		Less: allowance for doubtful accounts	283,047
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............	47,405	59,888	59,888
	9	Prepaid expenses and deferred charges..........	34,123	37,828	37,828
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule).......	166,877,192	152,208,720	152,208,720
	c	Investments—corporate bonds (attach schedule).......	36,939	36,277	36,277
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	287,337,402	295,840,354	295,840,354
	14	Land, buildings, and equipment: basis 25,350,109
		Less: accumulated depreciation (attach schedule) 9,246,052	15,452,107	16,104,057	16,104,057
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	485,120,547	471,890,088	471,890,088
	17	Accounts payable and accrued expenses..........	331,203	212,973
	18	Grants payable..................	16,793,555	19,876,000
	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 )	1,411,000	1,215,000
	23	Total liabilities (add lines 17 through 22).........	18,535,758	21,303,973
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted..................	466,584,789	450,586,115
	25	Temporarily restricted...............
	26	Permanently restricted...............
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds........
	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).....	466,584,789	450,586,115
	31	Total liabilities and net assets/fund balances (see instructions).	485,120,547	471,890,088

Part III

Analysis of Changes in Net Assets or Fund Balances

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) ...............

466,584,789

Enter amount from Part I, line 27a .....................

-1,105,647

Other increases not included in line 2 (itemize) bullet

Add lines 1, 2, and 3 ..........................

465,479,142

Decreases not included in line 2 (itemize) bullet

14,893,027

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .

450,586,115

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
1 a	DOW CHEMICAL COMPANY OPTIONS	P
b	PUBLICLY TRADED SECURITIES	P
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	785,841		785,841
b	221,425,882	199,238,901	22,186,981
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			785,841
b			22,186,981
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	22,972,822
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3	785,841

Part V

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

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

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

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

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

1 Enter the appropriate amount in each column for each year; see 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	25,910,087	489,035,716	0.052982
2013	21,568,987	424,604,771	0.050798
2012	19,807,077	387,502,545	0.051115
2011	20,135,222	382,780,201	0.052603
2010	19,155,730	352,406,647	0.054357

Total of line 1, column (d) .....................

20.261855

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 . . .

0.052371

Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....

437,515,544

Multiply line 4 by line 3......................

22,913,127

Enter 1% of net investment income (1% of Part I, line 27b)...........

286,376

Add lines 5 and 6........................

23,199,503

Enter qualifying distributions from Part XII, line 4.............

27,462,827

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)

Page 4

Part VI

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

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	286,376
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2...........................	3	286,376
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	286,376
6	Credits/Payments:

a	2015 estimated tax payments and 2014 overpayment credited to 2015	6a	326,280
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	326,280
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	39,904
11	Enter the amount of line 10 to be: Credited to 2015 estimated tax39,904	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

for definition)?.................................

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

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

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

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

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

Yes

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

Yes

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

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

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

By language in the governing instrument, or

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

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

Yes

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

and Part XV..................................

Yes

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

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

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

Yes

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

or 4942(j)(5) for calendar year 2015 or the taxable year beginning in 2015 (see instructions for Part XIV)?

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

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

and addresses. ...............................

Form 990-PF (2015)

Page 5

Part VII-A

Statements Regarding Activities (continued)

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

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

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

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

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

Yes

Website address bullet

WWW.HHDOWFOUNDATION.ORG

The books are in care of bullet

JENEE VELASQUEZ Telephone no. bullet

(989) 631-3699

Located at bullet

1018 WEST MAIN STREETMIDLANDMI ZIP+4 bullet

48640

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

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

16 At any time during calendar year 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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

that were not corrected before the first day of the tax year beginning in 2015?.............

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

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

At the end of tax year 2015, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2015?.............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

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

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

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

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2015?

Form 990-PF (2015)

Page 6

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required (Continued)

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

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

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

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

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

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

in section 4945(d)(4)(A)? (see instructions)................YesNo

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Form 990-PF (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
MICHAEL LLOYD DOW	VICE PRESIDE 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	VICE PRESIDE 2.00	0	0
MACAULEY WHITING JR	PRESIDENT 20.00	0	0
1018 W MAIN ST MIDLAND,MI48640	PRESIDENT 20.00	0	0
MARGARET E THOMPSON	SECRETARY 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	SECRETARY 2.00	0	0
BONNIE BUCHANAN MATHESON	TRUSTEE 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0
SUZANNA MCCUAN	TRUSTEE 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0
DAVID RAMAKER	TRUSTEE 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0
ALDEN LEE HANSON	TRUSTEE 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0
RUTH A DOAN	ASSISTANT SE 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	ASSISTANT SE 2.00	0	0
DIANE DOW HULLET	TRUSTEE 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0
ANDREW LIVERIS	TRUSTEE 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0
JENEE VELASQUEZ	EXECUTIVE DI 40.00	218,882	14,479
1018 W MAIN ST MIDLAND,MI48640	EXECUTIVE DI 40.00	218,882	14,479
DELILAH OHRSTROM	ASSOCIATE TR 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	ASSOCIATE TR 2.00	0	0
BRIAN FRISELLE	ASSOCIATE TR 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	ASSOCIATE TR 2.00	0	0
STEPHEN CARRAS	TRUSTEE 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0
WILLARD MOTT	TREASURER 10.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TREASURER 10.00	0	0
CORRELL WHITING	ASSOCIATE TR 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	ASSOCIATE TR 2.00	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
EDWARD HAYCOCK	GARDENS DIRE 40.00	138,077	23,075
1018 W MAIN STREET MIDLAND,MI48640	GARDENS DIRE 40.00	138,077	23,075
ELIZABETH LUMBERT	ASSOCIATE DI 40.00	85,778	20,869
1018 W MAIN STREET MIDLAND,MI48640	ASSOCIATE DI 40.00	85,778	20,869
CHARLES MARTIN	HORTICULTURI 40.00	74,173	29,246
1018 W MAIN STREET MIDLAND,MI48640	HORTICULTURI 40.00	74,173	29,246
SCOTT SCHULTHEIS	HORTICULTURI 40.00	65,387	21,733
1018 W MAIN STREET MIDLAND,MI48640	HORTICULTURI 40.00	65,387	21,733
ROY LEFEVRE	EMPLOYEE 40.00	64,938	16,526
1018 W MAIN STREET MIDLAND,MI48640	EMPLOYEE 40.00	64,938	16,526
Total number of other employees paid over $50,000...................				15

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
THE ILES GROUP - MERRILL LYNCH	INVESTMENT SERV	985,197
4805 TOWNE CENTRE ROAD STE 200 SAGINAW,MI48604	INVESTMENT SERV	985,197
THREE RIVERS CORPORATION	CONSTRUCTION	977,440
3069 VANTAGE POINT DR MIDLAND,MI48642	CONSTRUCTION	977,440
METCALFE ARCHITECTURE & DESIGN	PROJECT DESIGN	235,968
211 N 13TH ST STE 503 PHILADELPHIA,PA19107	PROJECT DESIGN	235,968
SYM FINANCIAL	INVESTMENT SERV	152,160
210 SOUTH MICHIGAN STREET STE 300 MIDLAND,MI48642	INVESTMENT SERV	152,160
THOMAS TROMBLEY ELECTRIC	ELECTRICAL	128,507
5103 EASTMAN AVE STE 178 MIDLAND,MI48640	ELECTRICAL	128,507

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

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.	Expenses
1	THE DOW GARDENS, A DIVISION OF THE HERBERT H. & GRACE A.DOW FOUNDATION, IS A BOTANICAL GARDEN THAT DISPLAYS NATIVE AND INTERNATIONALLY SELECTED TREES, SHRUBS, AND HERBACEOUS PLANTS IN LANDSCAPED SETTINGS. FURTHER, 25,000 BEDDING PLANTS, 30,000 SPRING BULBS, AND HUNDREDS OF PERENNIALS ARE PLANTED AND TESTED THROUGHOUT THE GARDENS. THE MISSION OF DOW GARDENS STATES THAT "DOW GARDENS EXIST TO PRESERVE THE HISTORY, ENHANCE THE HORTICULTURAL BEAUTY, AND SHARE THE EDUCATIONAL AND LEISURE TIME VALUE OF THE HERBERT H. AND GRACE A. DOW ESTATE." IN 2015, THE GARDENS HOSTED 140,824 VISITORS. ITS PROFESSIONAL STAFF REFINED THE WEBSITE, WORKED WITH MASS MEDIA, INTERACTED WITH CVB AND CHAMBER OF COMMERCE, AND DEVELOPED A SERIES OF PROGRAMS TO ATTRACT U.S. VISITORS. HIGHLIGHTS INCLUDED AN "ART IN THE GARDEN" EXHIBITIONS FEATURING 'RIBBIT THE EXHIBIT.' IN ADDITION, A SERIES OF MUSICAL PROGRAMS IN THE GARDENS AND SEMINARS FEATURING NATIONALLY ACCLAIMED HORTICULTURISTS WERE HELD. 2015 ADMISSION FEES: AG	3,850,064
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	N/A
2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... bullet

Form 990-PF (2015)

Page 8

Part X

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

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

purposes:

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

316,382,580

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

14,656,860

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

113,138,777

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

444,178,217

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

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

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

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

444,178,217

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

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

6,662,673

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

437,515,544

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

21,875,777

Part XI

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

and do not complete this part.)

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

21,875,777

Tax on investment income for 2015 from Part VI, line 5......

286,376

Income tax for 2015. (This does not include the tax from Part VI.)...

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

286,376

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

21,589,401

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

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

21,589,401

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

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...

21,589,401

Part XII

Qualifying Distributions (see instructions)

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

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

26,459,169

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

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

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

1,003,658

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

27,462,827

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).................

286,376

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

27,176,451

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)

Page 9

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2015
1 Distributable amount for 2015 from Part XI, line 7			21,589,401
2 Undistributed income, if any, as of the end of 2015:
a Enter amount for 2014 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2015:
a From 2010......
b From 2011......	791,306
c From 2012......	715,520
d From 2013......	2,237,422
e From 2014......	3,227,487
fTotal of lines 3a through e........		6,971,735
4Qualifying distributions for 2015 from Part
XII, line 4: $ 27,462,827
a Applied to 2014, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions).....
c Treated as distributions out of corpus (Election required—see instructions)........
d Applied to 2015 distributable amount.....			21,589,401
e Remaining amount distributed out of corpus		5,873,426
5 Excess distributions carryover applied to 2015.
(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		12,845,161
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2014. Subtract line 4a from line 2a. Taxable amount—see instructions .............
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) .......
8Excess distributions carryover from 2010 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2016. Subtract lines 7 and 8 from line 6a ......		12,845,161
10 Analysis of line 9:
a Excess from 2011....	791,306
b Excess from 2012....	715,520
c Excess from 2013....	2,237,422
d Excess from 2014....	3,227,487
e Excess from 2015....	5,873,426

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

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2015	(b) 2014	(c) 2013	(d) 2012	(e) Total

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

Part XV

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

1Information Regarding Foundation Managers:

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

NONE

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.

NONE

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

Check here bullet

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

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

MACAULEY WHITING JR PRESIDENT
1018 W MAIN STREET
MIDLAND,MI486404292
(989) 631-3699
HHDOWFDN.ORG/GUIDELINES

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

THERE IS NO FORMAL APPLICATION FORM. APPLICANTS SHOULD SUBMIT A LETTER SETTING FORTH THE NATURE AND POTENTIAL RESULTS OF A PROGRAM FOR WHICH FUNDING IS SOUGHT; THE TOTAL COST OF THE PROJECT INCLUDING ANY ENDOWMENT FOR OPERATIONS; THE AMOUNT OF THE GRANT SOUGHT, AND HOW AND OVER WHAT PERIOD OF TIME THE GRANT MAY BE DISBURSED, AS WELL AS ANY OTHER FUNDING SOURCES BEING SOUGHT FOR THE PROJECT. THE LETTER SHOULD BE ACCOMPANIED BY EVIDENCE OF TAX-EXEMPT STATUS: A DETAILED ORGANIZATIONAL BUDGET, AND THE LATEST AUDITED FINANCIAL STATEMENT; THE NAMES OF MANAGEMENT, AND THE TRUSTEES OR DIRECTORS OF THE ORGANIZATION. PROPOSALS SHOULD INCLUDE PROVISIONS AND PROCEDURES FOR CONTINUING EVALUATION OF PROGRAMS FOR WHICH SUPPORT IS REQUESTED.

cAny submission deadlines:

THE BOARD MEETS DURING THE YEAR TO MAKE FINAL DECISIONS WITH GRANTS TYPICALLY DISBURSED IN DECEMBER.

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

THE FOUNDATION DOES NOT MAKE GRANTS DIRECTLY TO INDIVIDUALS. THE FOUNDATION'S CHARTER LIMITS ITS GRANTS TO MICHIGAN ORGANIZATIONS. THE FOUNDATION CANNOT LEGALLY SUPPORT: ORGANIZATIONS THAT ARE NOT ELIGIBLE TO RECEIVE TAX DEDUCTIBLE CONTRIBUTIONS PER THE INTERNAL REVENUE SERVICE; POLITICAL ORGANIZATIONS; SECTARIAN RELIGIOUS ORGANIZATIONS (EXCEPT THOSE THAT ARE LOCATED IN THE MIDLAND COMMUNITY); OR ORGANIZATIONS THAT PRACTICE DISCRIMINATION BY RACE, SEX, CREED, AGE, OR NATIONAL ORIGIN. THE FOUNDATION DOES NOT ACCEPT PRESET "FORMULAS FOR GIVING" PREPARED BY NONPROFIT AGENCIES.

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
SEE ATTACHED 1018 W MAIN STREET MIDLAND,MI48640			VARIOUS	9,381,934
SEE ATTACHED 1018 W MAIN STREET MIDLAND,MI48640			VARIOUS	13,638,870
Total ................................. 3a				23,020,804

bApproved for future payment
SEE ATTACHED 1018 W MAIN STREET MIDLAND,MI48640	VARIOUS	16,719,495
Total ................................. 3b		16,719,495

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	(e) Related or exempt function income (See instructions.)
aDOW GARDENS ADMISSIONS					235,620
bHORTICULTURAL CLASSES					36,084
cHORTICULTURE SUP/EQUIP SALES					20,675
dPINES ADMISSIONS					2,048
eOTHER INCOME
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ...........			14	150
4 Dividends and interest from securities....			14	7,132,579
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....			16	41,984
6 Net rental income or (loss) from personal property
7 Other investment income.....			25	610,850
8 Gain or (loss) from sales of assets other than inventory ............			18	22,972,822
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..	453220	49,731
11 Other revenue: aWEDDINGS					34,430
b45-3135867 RCP FUND VIII LP	900001	-4,448
c36-4766444 RCP FUND IX LP	900001	-26,058
d90-0852883 RCP SEC. OPP.	900001	-6,407
e32-0457025 RCP FUND X LP	900001	-3,381
f35-2491286 RCP DIRECT II LP	900001	96
12 Subtotal. Add columns (b), (d), and (e)..		9,533		30,758,385	328,857

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

1331,096,775

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

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)
1A	ADMISSION FEES FOR DOW GARDENS
1B	HORTICULTURAL CLASSES FOR CHILDREN & OTHERS
1C	HORTICULTURAL SUPPLIES SOLD AS PART OF CHARITABLE ACTIVITIES ASSOCIATED WITH DOW GARDENS
1D	MISCELLANEOUS RELATED ACTIVITY RECEIPTS
1E	ADMISSIONS FEES FOR THE PINES AREA OF THE GARDENS
11B	FEES CHARGED FOR WEDDINGS HELD IN THE GARDENS; ENCOURAGING THE PUBLIC TO UTILIZE THE BEAUTY OF THE GARDENS

Form 990-PF (2015)

Page 13

Part XVII

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

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

Yes

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

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

If "Yes," complete the following schedule.

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

Sign Here

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

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

Form 990-PF (2015)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2015 AccountingFeesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	39,650	19,825		8,325

- TIN:

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

TY 2015 DepreciationSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income	Cost of Goods Sold Not Included
SEE ATTACHED LISTING		351,831	793,457			369,994		319,728

- TIN:

TY 2015 InvestmentsCorpBondsSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Name of Bond	End of Year Book Value	End of Year Fair Market Value
PIMCO LOW DURATION BOND FUND	36,277	36,277

- TIN:

TY 2015 InvestmentsCorpStockSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Name of Stock	End of Year Book Value	End of Year Fair Market Value
DOW CHEMICAL STOCK	103,546,571	103,546,571
DODGE & COX PORTFOLIO	7,521,018	7,521,018
SANDS CAPITAL	11,238,023	11,238,023
WILLIAM BLAIR
DFA INTL VALUE PORT	4,154,572	4,154,572
DFA INTL VALUE	2,967,284	2,967,284
DFA INTL SMALL CAP VALUE	2,813,394	2,813,394
DFA US SMALL CAP VALUE	7,306,021	7,306,021
DFA US MICRO CAP PORT	4,480,376	4,480,376
AMERICAN NEW PERSPECTIVE FUND	5,706,219	5,706,219
AMERICAN NEW PERSPECTIVE	2,324,044	2,324,044
ISHARES MSCI EMERGING	86,913	86,913
ISHARES MSCI EAFE
SECTOR SPDR ENERGY
POWERSHARES DWA EMERG	64,285	64,285

- TIN:

TY 2015 InvestmentsOtherSchedule2

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
01-0709496 - OCM REAL ESTATE OPP	FMV	180,373	180,373
03-0469267 - ABORETUM 1	FMV	937,893	937,893
06-1582470 - ARCH VENTURE FUND V	FMV	408,695	408,695
13-4359956 - NCTI III LIMITED PTRSHP	FMV	1,934,738	1,934,738
16-1625273 - APJOHN	FMV	1,052,738	1,052,738
01-0711466 - TGAP VENTURES	FMV	257,699	257,699
20-0751682 - EDF III, LP	FMV	1,457,517	1,457,517
20-3879026 - ABORETUM 1A	FMV	457,859	457,859
20-8495541 - ABORETUM 2	FMV	550,226	550,226
26-3599490 - BI HOLDINGS	FMV
27-3114657 - ARSENAL VENTURE CAPITAL	FMV	3,975,475	3,975,475
27-3204697 - RESONANT FUND I	FMV	1,075,235	1,075,235
36-4119709 - ARCH VENTURE FUND III	FMV	17,624	17,624
36-4142431 - WINDPOINT PARTNERS	FMV	124,011	124,011
36-4276935 - ARCH VENTURE FUND IV	FMV	77,610	77,610
36-4443622 - ARCH DEVELOPMENT FUND 1	FMV	1,319,759	1,319,759
38-3431245 - NORTHCOAST	FMV	269,761	269,761
38-3479570 - EDF II LP	FMV	844	844
38-3557229 - ARDESTA	FMV	42,578	42,578
43-1963373 - BIOSTAR	FMV
47-0859230 - ARCH VENTURE IV-A	FMV	15,233	15,233
51-0381892 - WILSHIRE ASSOCIATES	FMV	185,265	185,265
75-3131501 - SENECA PARTNERS	FMV	1,062,377	1,062,377
ABSOLUTE RETURN CAYMAN LTD (BAIN)	FMV
ARCHIPELAGO HOLDINGS	FMV	11,450,618	11,450,618
ATLANTA SM MID CORE	FMV	6,488,575	6,488,575
BLACKROCK EQUITY	FMV	13,885,795	13,885,795
BLACKROCK STRAT INCOME	FMV	2,604,340	2,604,340
BREP EUROPE IV REAL	FMV	3,788,068	3,788,068
CAMBAIR SCV	FMV	1,141,007	1,141,007
CHARTWELL SCV	FMV	1,347,500	1,347,500
CRESCENT VI MEZZANINE	FMV	2,830,539	2,830,539
CSP III DISTRESSED	FMV	1,712,393	1,712,393
DFA EMERGING MARKETS CORE EQTY	FMV	2,525,740	2,525,740
DFA US SMALL XM VALUE	FMV	9,511,123	9,511,123
DOUBLELINE TOTAL RETURN	FMV	4,045,464	4,045,464
DRIEHAUS EMERGING MARKET GROWTH	FMV	1,046,852	1,046,852
EAGLE SCG	FMV	1,988,757	1,988,757
FINANCIAL STOCKS OFFSHORE FUND	FMV	3,581,535	3,581,535
FR XIII GLOBAL ENERGY	FMV	324,271	324,271
GOLDMAN SACHS	FMV	3,710,255	3,710,255
GOLDMAN SACHS GLOBAL OPP FUND	FMV	4,960,472	4,960,472
GOLDMAN SACHS VINTAGE VI	FMV	1,167,865	1,167,865
GSO MEZZANINE FINANCE	FMV	3,870,223	3,870,223
GUGGENHEIM	FMV	7,250,411	7,250,411
HERNDON LCV	FMV	7,463,160	7,463,160
HODGES SMALL CAP FUND INSTITUTIONAL	FMV
JP MORGAN LCG	FMV	16,899,554	16,899,554
KKR PRINCIPAL OPPORTUNITIES	FMV	3,235,937	3,235,937
LS VIII RECOVERY TRUST	FMV	1,198,801	1,198,801
MARKETFIELD FD	FMV	4,205,740	4,205,740
MOON CAPITAL GLOBAL	FMV	4,480,828	4,480,828
OAKTREE CAPITAL MGMT	FMV	1,595,768	1,595,768
OZOFII ACCESS LTD	FMV	8,744,098	8,744,098
PALISADE SCG	FMV	1,850,600	1,850,600
PIMCO CREDIT ABSOLUTE	FMV	969,594	969,594
RCP SECONDARY OPP	FMV
RENAISSANCE INTERNATIONAL	FMV	16,575,227	16,575,227
RENAISSANCE VENTURE CAPITAL	FMV	1,159,633	1,159,633
SCHRODER INTERNATIONAL	FMV	10,036,047	10,036,047
THORNBURG INTERNATIONAL GROWTH	FMV	7,607,618	7,607,618
THORNBURG INVT TR	FMV	841,701	841,701
VANGUARD EQUITY	FMV	7,332,003	7,332,003
VESEY STREET FUND	FMV	2,192,750	2,192,750
WINTON FUTURE ACCERSS	FMV	4,984,414	4,984,414
BOSTON LCG	FMV	8,133,836	8,133,836
GI PARTNERS	FMV	1,527,689	1,527,689
SIRIOS ACCESS LTD	FMV	3,962,365	3,962,365
LOCUST WOOD CAPITAL	FMV	4,692,249	4,692,249
CARLYLE US REALTY	FMV	602,083	602,083
MARATHON ACCESS LTD	FMV	4,791,582	4,791,582
YORK TOTAL ACCESS	FMV	6,239,987	6,239,987
GOLDMAN SACHS MULTI MGR	FMV	7,895,241	7,895,241
SEMINOLE	FMV	4,858,566	4,858,566
RCP DIRECT II LP	FMV	605,465	605,465
PMC PARTNERS I OFFSHORE	FMV	690,781	690,781
RCP FUND VIII LP	FMV	822,243	822,243
RCP FUND IX LP	FMV	207,168	207,168
BLACKSTONE CAPITAL	FMV	849,318	849,318
EDF VENTURES OPP. FUND	FMV	428,987	428,987
BLACKSTONE ALTERNATIVES	FMV	145,228	145,228
GUGGENHEIM - ML	FMV	1,710,906	1,710,906
ABRAAJ GROWTH MARKETS	FMV	2,824,153	2,824,153
DOMESTIC LARGE CAP	FMV	4,760,000	4,760,000
ASCEND ACCESS	FMV	4,021,600	4,021,600
LS REAL ESTATE RECOVERY IV	FMV	671,506	671,506
CARLYLE US EQUITY	FMV	210,000	210,000
SX5E ARN ISSUE BAC	FMV	9,656,018	9,656,018
JOHCM INTL CS	FMV	2,637,788	2,637,788
JOHCM INTL SELECT CB	FMV	2,814,486	2,814,486
HODGES SM INTRINSIC CB	FMV	9,077,959	9,077,959
RCP SECONDARY OPP. II & RCP FUND X	FMV	782,617	782,617
FORTRESS RE OPP. II	FMV	1,275,974	1,275,974
FORTRESS CREDIT OPP IV	FMV	752,031	752,031
ARBORETUM III	FMV	1,807,573	1,807,573
ARBORETUM VENTURES IV	FMV	121,722	121,722
PRONAI THERAPEUTICS	FMV	254,447	254,447

- TIN:

TY 2015 LandEtcSchedule2

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
SEE ATTACHED	25,350,109	9,246,052	16,104,057	16,104,057

- TIN:

TY 2015 LegalFeesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INDIRECT LEGAL FEES	36,273			35,637

- TIN:

TY 2015 OtherDecreasesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Amount
UNREALIZED LOSS ON INVESTMENTS	14,893,027

- TIN:

TY 2015 OtherExpensesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
GIFT SHOP & BEVERAGE SALES
INSURANCE	873		873
CASH OVER	15		15
PAYROLL	10		10
INFO TECH	74		74
SPECIAL PROJECTS	7,680		7,680
SUPPLIES	376		376
EXPENSES
EMPLOYEE EXPENSES	12,333			12,675
BANK FEES	38,651	25,162		13,489
INSURANCE	60,997	1,873		76,758
PAYROLL PROCESSING FEES	257	20		345
SUPPLIES	146,297		6,039	140,391
MISCELLANEOUS	12,109			11,032
CLASSES AND EVENTS	86,505			92,421
ADVERTISING	36,412			26,671
SECURITY EXPENSE	1,310			1,310
INFORMATION TECHNOLOGY & SOFT	47,380			44,412
POSTAGE	5,340			5,340
LICENSES & PERMITS	2,163			1,831
MEMBERSHIPS & SUBSCRIPTIONS	45,574			45,724
FUEL	8,696			8,696
PRESIDENT EXPENSES	30,867			30,617
SPECIAL PROJECTS	497,303			478,548
FINES, PENALTIES, AND JUDGMEN	1,554

- TIN:

TY 2015 OtherIncomeSchedule2

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
DOW GARDENS ADMISSIONS	235,620		235,620
HORTICULTURAL CLASSES	36,084		36,084
HORTICULTURE SUP/EQUIP SALES	20,675		20,675
PINES ADMISSIONS	2,048		2,048
SEE SCHEDULE - K-1 INVESTMENT	606,463	606,463
SECURITIES LITIGATION SETTLEM	4,387	4,387
WEDDINGS	34,430		34,430
45-3135867 RCP FUND VIII LP	-4,448		-4,448
36-4766444 RCP FUND IX LP	-26,058		-26,058
90-0852883 RCP SEC. OPP.	-6,407		-6,407
32-0457025 RCP FUND X LP	-3,381		-3,381
35-2491286 RCP DIRECT II LP	96		96

- TIN:

TY 2015 OtherLiabilitiesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Beginning of Year - Book Value	End of Year - Book Value
DEFERRED TAX LIABILITY	1,411,000	1,215,000

- TIN:

TY 2015 OtherProfessionalFeesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Amount	Net Investment Income	Disbursements for Charitable Purposes
INVESTMENT MANAGEMENT FEES	1,843,584	1,843,584
CONTRACTED SERVICES	48,847		49,621
CONSULTANT	35,797		35,797

- TIN:

TY 2015 SalesOfInventoryList

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Gross Sales	Cost of Goods Sold	Net (Gross Sales Minus Cost of Goods Sold)
GIFT SHOP & BEVERAGE SALES	135,048	85,317	49,731

- TIN:

TY 2015 TaxesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAXES	76,798	76,798
EXCISE TAX	61,912