TY 2018 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

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0052

2018

Open to Public Inspection

For calendar year 2018, or tax year beginning 01-01-2018 , and ending 12-31-2018

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 change Name 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 trust Other 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

$501,434,911J 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)		3,905
2	Check .............
3	Interest on savings and temporary cash investments		958		958
4	Dividends and interest from securities...		7,410,751		7,410,751
5a	Gross rents............		7,434		7,434
b	Net rental income or (loss) 7,434
6a	Net gain or (loss) from sale of assets not on line 10			6,904,307
b	Gross sales price for all assets on line 6a 108,119,722
7	Capital gain net income (from Part IV, line 2)...				6,254,307
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances	223,668
b	Less: Cost of goods sold....	101,818
c	Gross profit or (loss) (attach schedule).....			121,850		121,850
11	Other income (attach schedule).......			1,728,020		763,908
12	Total. Add lines 1 through 11........		16,177,225		13,673,450	885,758
13	Compensation of officers, directors, trustees, etc.		315,026		70,006		245,020
14	Other employee salaries and wages......		1,927,848		82,363	51,247	2,438,766
15	Pension plans, employee benefits.......		604,652		21,900	16,939	564,313
16a	Legal fees (attach schedule).........			22,702		1,802	19,635
b	Accounting fees (attach schedule).......			40,000	20,000		20,000
c	Other professional fees (attach schedule)....			1,497,268	1,405,785	90,695
17	Interest...............
18	Taxes (attach schedule) (see instructions)...
19	Depreciation (attach schedule) and depletion...			666,794		305,727
20	Occupancy..............		774,168			42,814	704,782
21	Travel, conferences, and meetings.......		78,923		22,326	2,236	54,262
22	Printing and publications..........		34,821			1,527	31,446
23	Other expenses (attach schedule).......			5,167,577	3,030,871	427,847	1,674,782
24	Total operating and administrative expenses.
	Add lines 13 through 23..........		11,129,779		4,653,251	940,834	5,753,006
25	Contributions, gifts, grants paid.......		15,127,659				15,560,097
26	Total expenses and disbursements. Add lines 24 and 25		26,257,438		4,653,251	940,834	21,313,103
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements		-10,080,213
b	Net investment income (if negative, enter -0-)				9,020,199
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2018)

Form 990-PF (2018)

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.............	239,460	323,681	323,681
	2	Savings and temporary cash investments.........	13,845,478	6,307,157	6,307,157
	3	Accounts receivable 24,780
		Less: allowance for doubtful accounts	449,728	24,780	24,780
	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..............	26,547	52,889	52,889
	9	Prepaid expenses and deferred charges..........	48,015	35,013	35,013
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule).......	155,909,817	118,675,375	118,675,375
	c	Investments—corporate bonds (attach schedule).......
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	355,298,891	341,565,498	341,565,498
	14	Land, buildings, and equipment: basis 44,846,654
		Less: accumulated depreciation (attach schedule) 10,492,136	30,551,476	34,354,518	34,354,518
	15	Other assets (describe )		96,000	96,000
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	556,369,412	501,434,911	501,434,911
	17	Accounts payable and accrued expenses..........	641,494	221,615
	18	Grants payable.................	17,448,000	16,967,432
	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 )	1,350,000
	23	Total liabilities (add lines 17 through 22).........	19,439,494	17,189,047
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted..................	536,929,918	484,245,864
	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).....	536,929,918	484,245,864
	31	Total liabilities and net assets/fund balances (see instructions).	556,369,412	501,434,911

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

536,929,918

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

-10,080,213

Other increases not included in line 2 (itemize) bullet

48,130

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

526,897,835

Decreases not included in line 2 (itemize) bullet

42,651,971

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

484,245,864

Form 990-PF (2018)

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	PUBLICLY TRADED SECURITIES	P
b	DOW CHEMICAL COMPANY OPTIONS	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	103,936,946	99,365,415	4,571,531
b	1,682,776		1,682,776
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			4,571,531
b			1,682,776
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	6,254,307
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	1,682,776

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))
2017	27,051,673	491,736,765	0.055013
2016	24,563,221	446,782,289	0.054978
2015	27,176,451	472,133,433	0.057561
2014	25,910,087	489,035,716	0.052982
2013	21,568,987	424,604,771	0.050798

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

0.271332

Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......

0.054266

Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......

511,811,160

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

27,773,944

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

90,202

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

27,864,146

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

28,369,435

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 (2018)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see 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	90,202
	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	90,202
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	90,202
6	Credits/Payments:

a	2018 estimated tax payments and 2017 overpayment credited to 2018	6a	700,000
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	700,000
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached.		8	858
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	608,940
11	Enter the amount of line 10 to be: Credited to 2019 estimated tax608,940	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 2018 or the taxable year beginning in 2018? See the 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 (2018)

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.HHGADOWFDN.ORG

The books are in care of bullet

TINA HOP Telephone no. bullet

(989) 631-3699

Located at bullet

1018 W MAIN STMIDLANDMI 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 2018, 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 the instructions for exceptions and filing requirements for FinCEN Form 114. 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 2018?.............

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 2018, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2018?.............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 2018 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 2018.)..................

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 2018?

Form 990-PF (2018)

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:

Yes

(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? ....

Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or

excess parachute payment during the year? .................YesNo

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 5.00	35,000	0
1018 W MAIN ST MIDLAND,MI48640	PRESIDENT 5.00	35,000	0
MARGARET E THOMPSON	SECRETARY 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	SECRETARY 2.00	0	0
WILLARD MOTT	TREASURER 3.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TREASURER 3.00	0	0
RUTH A DOAN	ASSISTANT SE 2.00	0	0
1018 W MAIN ST MIDLAND,MI48640	ASSISTANT SE 2.00	0	0
STEPHEN CARRAS	TRUSTEE 1.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 1.00	0	0
BONNIE BUCHANAN MATHESON	TRUSTEE 1.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 1.00	0	0
ALDEN LEE HANSON	TRUSTEE 1.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 1.00	0	0
DIANE DOW HULLET	TRUSTEE 1.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 1.00	0	0
SUZANNA MCCUAN	TRUSTEE 1.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 1.00	0	0
DAVID CAMP	TRUSTEE 1.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 1.00	0	0
HEATHER RIECKER KOCH	ASSOCIATE TR 1.00	0	0
1018 W MAIN ST MIDLAND,MI48640	ASSOCIATE TR 1.00	0	0
TY ANDERSON	ASSOCIATE TR 1.00	0	0
1018 W MAIN ST MIDLAND,MI48640	ASSOCIATE TR 1.00	0	0
JAMES FITTERLING	TRUSTEE 1.00	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 1.00	0	0
JENEE VELASQUEZ	EXECUTIVE DI 40.00	280,026	22,315
1018 W MAIN ST MIDLAND,MI48640	EXECUTIVE DI 40.00	280,026	22,315

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
ELIZABETH LUMBERT	ASSOCIATE DI 40.00	152,912	28,260
1018 W MAIN ST MIDLAND,MI48640	ASSOCIATE DI 40.00	152,912	28,260
TINA HOP	CONTROLLER 33.00	109,817	9,100
1018 W MAIN ST MIDLAND,MI48640	CONTROLLER 33.00	109,817	9,100
CHARLES MARTIN	HORTICULTURI 40.00	80,115	24,348
1018 W MAIN ST MIDLAND,MI48640	HORTICULTURI 40.00	80,115	24,348
SCOTT SCHULTHEIS	HORTICULTURI 40.00	71,962	23,639
1018 W MAIN ST MIDLAND,MI48640	HORTICULTURI 40.00	71,962	23,639
ROY LEFEVRE	HORTICULTURI 40.00	67,066	18,734
1018 W MAIN ST MIDLAND,MI48640	HORTICULTURI 40.00	67,066	18,734
Total number of other employees paid over $50,000...................				18

Form 990-PF (2018)

Page 7

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)

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
THREE RIVERS CORPORATION	CONSTRUCTION	5,250,115
3069 VANTAGE POINT DR MIDLAND,MI48642	CONSTRUCTION	5,250,115
SERVINSKI'S SOD SERVICE	LANDSCAPING	618,980
3190 E HUBBARD RD MIDLAND,MI48642	LANDSCAPING	618,980
SUGAR CONSTRUCTION	CONSTRUCTION	519,074
2968 VENTURE DR MIDLAND,MI48640	CONSTRUCTION	519,074
AMPM	ADVERTISING	347,179
7430 W WACKERLY ST MIDLAND,MI48641	ADVERTISING	347,179
SYM FINANCIAL ADVISORS	FINANCIAL	230,681
414 TOWNSEND ST MIDLAND,MI48640	FINANCIAL	230,681

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	ESTABLISHED IN 1899, AS A HOME FOR HERBERT H. AND GRACE A. DOW AND FAMILY, DOW GARDENS NOW WELCOMES OVER 220,000 GUESTS PER YEAR. EXPERIENCE A DAZZLING 110-ACRE DISPLAY OF ANNUALS AND PERRENIALS PUNCTUATED BY DISTINCTIVE BRIDGES, AN AWARD-WINNING CHILDRENS GARDEN, TOWERING PINES, DELIGHTFUL WATER FEATURES, AND THE NATIONS LONGEST CANOPY WALK WHICH TAKES GUESTS FOUR STORIES HIGH INTO THE TREE TOPS. VISITORS ARE INVITED TO LEAVE THE PATHWAY AND EXPLORE THE UNIQUELY-DESIGNED LANDSCAPE, TAKE A TOUR OF THE HISTORIC PINES HOME, PARTICIPATE IN ONE OF THE MANY HANDS-ON EDUCATIONAL PROGRAMS, AND DISCOVER BEAUTIFUL ART AND MUSIC IN A RELAXED SETTING. DOW GARDENS IS COMPRISED ON AN ESTATE GARDEN, HISTORIC HOME, AND THRIVING FOREST. DOW GARDENS IS A SIGNATURE GIFT OF THE HERBERT H. AND GRACE A. DOW FOUNDATION.	12,887,179
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 (2018)

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...................

295,466,142

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

5,991,191

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

218,147,906

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

519,605,239

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.........................

519,605,239

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

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

7,794,079

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

511,811,160

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

25,590,558

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....................

25,590,558

Tax on investment income for 2018 from Part VI, line 5......

90,202

Income tax for 2018. (This does not include the tax from Part VI.)...

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

90,202

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

25,500,356

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

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

25,500,356

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

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

25,500,356

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 ..........

21,313,103

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...............................

7,056,332

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

28,369,435

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.................

90,202

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

28,279,233

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 (2018)

Page 9

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2018
1 Distributable amount for 2018 from Part XI, line 7			25,500,356
2 Undistributed income, if any, as of the end of 2018:
a Enter amount for 2017 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2018:
a From 2013......	2,237,422
b From 2014......	3,227,487
c From 2015......	4,142,531
d From 2016......	2,980,841
e From 2017......	3,350,303
fTotal of lines 3a through e........		15,938,584
4Qualifying distributions for 2018 from Part
XII, line 4: $ 28,369,435
a Applied to 2017, 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 2018 distributable amount.....			25,500,356
e Remaining amount distributed out of corpus		2,869,079
5 Excess distributions carryover applied to 2018.
(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		18,807,663
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 2017. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2018. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2019 ..........			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) .......
8 Excess distributions carryover from 2013 not applied on line 5 or line 7 (see instructions) ...		2,237,422
9Excess distributions carryover to 2019. Subtract lines 7 and 8 from line 6a ......		16,570,241
10 Analysis of line 9:
a Excess from 2014....	3,227,487
b Excess from 2015....	4,142,531
c Excess from 2016....	2,980,841
d Excess from 2017....	3,350,303
e Excess from 2018....	2,869,079

Form 990-PF (2018)

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 2018, 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) 2018	(b) 2017	(c) 2016	(d) 2015	(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 foundation 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. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

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

CARRIE NIELSEN
1018 W MAIN STREET
MIDLAND,MI486404292
(989) 631-3699
HHGADOWFDN.ORG/GUIDELINES

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

THE FORMAL GRANT APPLICATION CAN BE FOUND ON THE HERBERT H. AND GRACE A. DOW FOUNDATION WEBSITE AT WWW.HHGADOWFDN.COM. APPLICANTS WILL BE ASKED TO INCLUDE THE FOLLOWING INFORMATION IN A PROPOSAL: A SUMMARY SETTING FORTH THE NATURE AND POTENTIAL RESULTS OF THE PROGRAM FOR WHICH FUNDING IS SOUGHT; THE TOTAL COST OF THE PROJECT, INCLUDING ANY ENDOWMENT FOR OPERATIONS; THE TOTAL AMOUNT SOUGHT FROM THE FOUNDATION, AND HOW AND OVER WHAT PERIOD OF TIME THE GRANT MAY BE DISBURSED, AS WELL ANY OTHER FUNDING SOURCES BEING SOUGHT FOR THE PROJECT; EVIDENCE OF THE ORGANIZATION'S TAX-EXEMPT STATUS UNDER INTERNAL REVENUE CODE SECTION 501(C)(3); A DETAILED ANNUAL ORGANIZATIONAL BUDGET AND AUDITED FINANCIAL STATEMENT FOR THE ORGANIZATION; THE NAMES OF MANAGEMENT AND OF THE TRUSTEES OR DIRECTORS OF THE ORGANIZATION.

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 (2018)

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	4,943,227
SEE ATTACHED 1018 W MAIN STREET MIDLAND,MI48640			VARIOUS	10,616,870
Total ................................. 3a				15,560,097

bApproved for future payment
SEE ATTACHED 1018 W MAIN STREET MIDLAND,MI48640	VARIOUS	10,184,432
Total ................................. 3b		10,184,432

Form 990-PF (2018)

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					691,046
bHORTICULTURAL CLASSES					46,675
cPINES ADMISSIONS					3,934
dPROGRAM SERVICE FEES					766
eHORTICULTURE SUP/EQUIP SALE					17,295
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ...........			14	958
4 Dividends and interest from securities....			14	7,410,751
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....			16	7,434
6 Net rental income or (loss) from personal property
7 Other investment income.....
8 Gain or (loss) from sales of assets other than inventory ............			18	6,904,307
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory	453220	121,850
11 Other revenue: aWEDDINGS					18,663
bMISC					404
cEXCISE TAX BENEFIT			1	946,817
d45-3135867 RCP FUND VIII LP	900099	2,157
e36-4766444 RCP FUND IX LP	900099	-963
f32-0457025 RCP FUND X LP	900099	-4,867
g35-2491286 RCP DIRECT II LP	900099	30,638
h35-2550581 RCP FUND XI LP	900099	-7,877
i37-1860110 RCP FUND XII	900099	-12,071
j01-0709496 OCM RE OPP FD II	900099	-517
k62-1570892 GT GLOBAL HEDGE	900099	24,404
l62-1451003 GT PARTNERS, L.P	900099	-34,672
m37-1884177 RCP DIRECT III	900099	-809
n98-1386129 CARYLE PE ACCESS	900099	188
o90-0852883 RCP SEC. OPP. II	900099	8,210
p61-1855521 RCP SEC. OPP. II	900099	-1,401
12 Subtotal. Add columns (b), (d), and (e)..		124,270		15,270,267	778,783

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

16,173,320

(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	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 (2018)

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) (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) (other than section 501(c)(3)) or in section 527? ...........Yes No

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 (2018)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2018 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	40,000	20,000		20,000

- TIN:

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

TY 2018 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
DEPRECIATION						4,813		4,813
SEE ATTACHED LISTING		351,831	1,878,690			661,981		300,914

- TIN:

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

TY 2018 GainLossSaleOtherAssetsSch

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Name	Date Acquired	How Acquired	Date Sold	Purchaser Name	Gross Sales Price	Basis	Basis Method	Sales Expenses	Total (net)	Accumulated Depreciation
4502 ORCHARD DR - DONATED SEE GRANTS		DONATION		DONATED	2,500,000	1,850,000			650,000

- TIN:

TY 2018 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	71,123,232	71,123,232
DFA INTL VALUE PORT	17,812,688	17,812,688
DFA INTL SMALL CAP VALUE	7,780,844	7,780,844
AMERICAN NEW PERSPECTIVE FUND	21,958,611	21,958,611

- TIN:

TY 2018 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
01-0711466 - TGAP VENTURES	FMV	93,068	93,068
03-0469267 - ABORETUM 1	FMV	866,815	866,815
06-1582470 - ARCH VENTURE FUND V	FMV	332,164	332,164
13-4359956 - NCTI III LIMITED PTRSHP	FMV	2,639,832	2,639,832
16-1625273 - APJOHN	FMV	306,345	306,345
20-0751682 - EDF III, LP	FMV	158,987	158,987
20-3879026 - ABORETUM 1A	FMV	422,539	422,539
20-8495541 - ABORETUM 2	FMV	434,059	434,059
27-3114657 - ARSENAL VENTURE CAPITAL	FMV	7,269,301	7,269,301
27-3204697 - RESONANT FUND I	FMV	467,461	467,461
36-4119709 - ARCH VENTURE FUND III	FMV	6,298	6,298
36-4443622 - ARCH DEVELOPMENT FUND 1	FMV	1,222,005	1,222,005
38-3431245 - NORTHCOAST	FMV	215,857	215,857
47-0859230 - ARCH VENTURE IV-A	FMV	10,157	10,157
75-3131501 - SENECA PARTNERS	FMV	559,400	559,400
ABRAAJ GROWTH MARKETS	FMV	6,136,604	6,136,604
ALLIQUA STOCK	FMV	1,416	1,416
AQR STYLE PREMIA	FMV	8,575,441	8,575,441
ARBORETUM III	FMV	2,191,564	2,191,564
ARBORETUM VENTURES IV	FMV	1,458,037	1,458,037
ASCEND ACCESS	FMV
AUXO GROWTH HOLDINGS I, LLC	FMV	1,616,648	1,616,648
BLACKROCK STRAT INCOME	FMV	5,733,916	5,733,916
BLACKSTONE ALTERNATIVES	FMV	2,563,612	2,563,612
BLACKSTONE CAPITAL	FMV	4,085,693	4,085,693
BLACKSTONE PARTNERS INV.	FMV	35,648,860	35,648,860
BREP EUROPE IV REAL	FMV	2,721,260	2,721,260
CARILLON REAMS	FMV	6,491,052	6,491,052
CARLYLE STRATEGIC PARTNERS IV	FMV	1,255,596	1,255,596
CARLYLE US EQUITY	FMV	789,130	789,130
CARLYLE US REALTY	FMV	1,709,246	1,709,246
CEMOF II FOREIGN INVESTORS	FMV	1,470,661	1,470,661
CQS DIRECTIONAL	FMV
CRESCENT VI MEZZANINE	FMV	1,723,588	1,723,588
CSP III DISTRESSED	FMV	1,127,496	1,127,496
DFA EMERGING MARKETS CORE EQTY	FMV	6,922,941	6,922,941
DOUBLELINE TOTAL RETURN	FMV	9,226,510	9,226,510
DRIEHAUS EMERGING MARKET GROWTH	FMV	3,576,697	3,576,697
EDF VENTURES OPP. FUND	FMV	74,096	74,096
FIDELITY TOTAL MARKET	FMV	34,856,847	34,856,847
FIDELITY TOTAL MARKET INDEX FUND	FMV
FIRST TRUST SPECIALTY	FMV
FORTRESS CREDIT OPP IV	FMV	2,888,936	2,888,936
FORTRESS RE OPP. II	FMV	1,986,596	1,986,596
FR XIII GLOBAL ENERGY	FMV	2,553,360	2,553,360
GI PARTNERS	FMV	4,233,787	4,233,787
GOLDMAN SACHS BDC	FMV
GOLDMAN SACHS VINTAGE VI	FMV	785,930	785,930
GOLDMAN SACHS VINTAGE VII	FMV	2,562,172	2,562,172
GS PRIVATE MIDDLE MARKET CR	FMV	4,415,048	4,415,048
GSO MEZZANINE FINANCE	FMV	2,830,529	2,830,529
GT GLOBAL HEDGE MKT	FMV	15,861,724	15,861,724
GT PARTNERS LP	FMV	19,532,149	19,532,149
HSBC USA INC.	FMV	3,081,000	3,081,000
JOHCM INTL CS	FMV	8,107,275	8,107,275
JP MORGAN GLOBAL BOND	FMV	2,972,020	2,972,020
JP MORGAN INTREPID	FMV	7,040,855	7,040,855
KKR PRINCIPAL OPPORTUNITIES	FMV	4,178,960	4,178,960
LS REAL ESTATE RECOVERY IV	FMV	1,732,964	1,732,964
LS VIII RECOVERY TRUST	FMV	637,249	637,249
MATTHEWS EMER ASIA	FMV	4,058,239	4,058,239
MOON CAPITAL GLOBAL	FMV	1,078,967	1,078,967
NCTI IV, PARTNERSHIP	FMV	389,146	389,146
PIMCO INVESTMENT GRADE	FMV	6,440,085	6,440,085
PMC PARTNERS I OFFSHORE	FMV	1,405,449	1,405,449
RCP DIRECT II LP	FMV	1,810,520	1,810,520
RCP FUND IX LP	FMV	1,729,606	1,729,606
RCP FUND VIII LP	FMV	1,705,498	1,705,498
RCP FUND XI	FMV	498,318	498,318
RCP FUND XII, LP	FMV	330,538	330,538
RCP SECONDARY OPP FUND III	FMV	11,846	11,846
RCP SECONDARY OPP. II & RCP FUND X	FMV	2,177,509	2,177,509
RENAISSANCE VENTURE CAPITAL	FMV	5,403,551	5,403,551
ROYAL BANK OF CANADA	FMV	533,690	533,690
SCHWAB US BROAD MARKET ETF	FMV	24,021,562	24,021,562
THORNBURG INTERNATIONAL GROWTH	FMV	10,077,373	10,077,373
VANGUARD TOTAL STOCK MARKET	FMV	32,351,142	32,351,142
VESEY STREET FUND	FMV	4,382,933	4,382,933
SIERRA ONCOLOGY COMMON STOCK	FMV	11,167	11,167
RCP FUND XIII	FMV	567,031	567,031
FORTRESS INTELLECTUAL PROPERTY	FMV	1,495,142	1,495,142
CARLYLE PE ACCESS FUND	FMV	493,796	493,796
PRIVATE EQUITY CO INV. PT	FMV	112,127	112,127
AUXO INVESTMENT PARTNERS LLC	FMV	118,510	118,510

- TIN:

TY 2018 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	44,846,654	10,492,136	34,354,518	34,354,518

- TIN:

TY 2018 LegalFeesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL FEES	22,702		1,802	19,635

- TIN:

TY 2018 OtherAssetsSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
DEFERRED TAX ASSET		96,000	96,000

- TIN:

TY 2018 OtherDecreasesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Amount
UNREALIZED LOSS ON INVESTMENTS	42,651,971

- TIN:

TY 2018 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
POSTAGE, MAILING SERVICE	40		40
MISCELLANEOUS	883		883
INFORMATION TECHNOLOGY & SOFT	18,487		18,487
MEMBERSHIPS AND SUBSCRIPTIONS	105		105
CLASSES AND EVENTS	40		40
BANK FEES	59		59
SUPPLIES	20,498		20,498
EXPENSES
EMPLOYEE EXPENSES	12,540			12,540
BANK FEES	35,109	20,654	138	14,455
INSURANCE	60,212	2,459		57,753
PAYROLL PROCESSING FEES	29	2		27
SUPPLIES	200,334		124,784	74,824
MISCELLANEOUS	75,776		37,203	9,528
CLASSES AND EVENTS	146,523		146,523	13
ADVERTISING	59,011		51,979	7,032
INFORMATION TECHNOLOGY & SOFT	105,682			105,682
POSTAGE	4,001			3,660
LICENSES & PERMITS	1,721			1,721
MEMBERSHIPS & SUBSCRIPTIONS	12,180			12,180
PRESIDENT EXPENSES	4,820			4,820
SPECIAL PROJECTS	1,347,199			1,343,599
ASSOCIATE STIPEND	12,000			12,000
SECURITY EXPENSE	27,108		27,108
FINES, PENALTIES, AND JUDGMEN	135			135
FACILITIES AND EQUIPMENT	3,021			3,021
OPERATIONS	70			70
FUEL	12,238			11,722
INVESTMENT EXPENSES	1,442,277	1,442,277
SEE SCHEDULE - K-1 LOSSES	1,565,479	1,565,479

- TIN:

TY 2018 OtherIncomeSchedule2

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Revenue And Expenses Per Books	Adjusted Net Income
DOW GARDENS ADMISSIONS	691,046	691,046
HORTICULTURAL CLASSES	46,675	46,675
PINES ADMISSIONS	3,934	3,934
PROGRAM SERVICE FEES	766	766
HORTICULTURE SUP/EQUIP SALES	17,295	17,295
WEDDINGS	18,663	18,663
MISC	404	404
EXCISE TAX BENEFIT	946,817	946,817
45-3135867 RCP FUND VIII LP	2,157	2,157
36-4766444 RCP FUND IX LP	-963	-963
32-0457025 RCP FUND X LP	-4,867	-4,867
35-2491286 RCP DIRECT II LP	30,638	30,638
35-2550581 RCP FUND XI LP	-7,877	-7,877
37-1860110 RCP FUND XII	-12,071	-12,071
01-0709496 OCM RE OPP FD III	-517	-517
62-1570892 GT GLOBAL HEDGE LP	24,404	24,404
62-1451003 GT PARTNERS, L.P.	-34,672	-34,672
37-1884177 RCP DIRECT III	-809	-809
98-1386129 CARYLE PE ACCESS	188	188
90-0852883 RCP SEC. OPP. II	8,210	8,210
61-1855521 RCP SEC. OPP. III	-1,401	-1,401

- TIN:

TY 2018 OtherIncreasesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Amount
PRIOR YEAR APPROVED GRANTS - CANCELLED	48,130

- TIN:

TY 2018 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	1,350,000

- TIN:

TY 2018 OtherProfessionalFeesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Amount	Net Investment Income	Adjusted Net Income
INVESTMENT MANAGEMENT FEES	1,405,785	1,405,785
CONTRACTED SERVICES	13,800		13,012
CONSULTANT	75,320		75,320
GIFT SHOP & BEVERAGE SALES	2,363		2,363

- TIN:

TY 2018 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	223,668	101,818	121,850