Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo 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
HERNDON FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)9030 STONY POINT PKWY NO 505
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
RICHMOND, VA23235
A Employer identification number

54-6060809
B Telephone number (see instructions)

(804) 560-4119
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$83,226,558J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments 88,317 88,317  
4 Dividends and interest from securities... 1,742,215 1,742,215  
5a Gross rents............ 20,790 20,790  
b Net rental income or (loss) 3,125
6a Net gain or (loss) from sale of assets not on line 10 1,516,056
b Gross sales price for all assets on line 6a 6,100,317
7 Capital gain net income (from Part IV, line 2)... 1,516,056
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 96,918 96,918 0
12 Total. Add lines 1 through 11........ 3,464,296 3,464,296 0
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0 0 0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 5,000 2,500 0 2,500
c Other professional fees (attach schedule).... Click to see attachment 107,703 97,953 0 9,750
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 384,432 10,298 0 0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 17,892 17,892 0 0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 515,027 128,643 0 12,250
25 Contributions, gifts, grants paid....... 4,823,375 4,823,375
26 Total expenses and disbursements. Add lines 24 and 25 5,338,402 128,643 0 4,835,625
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -1,874,106
b Net investment income (if negative, enter -0-) 3,335,653
c Adjusted net income (if negative, enter -0-)... 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 Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 1,304,435 748,833 748,833
2 Savings and temporary cash investments.........      
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 18,737,451 Click to see attachment20,181,030 73,579,340
c Investments—corporate bonds (attach schedule)....... 5,824,187 Click to see attachment5,267,237 4,975,821
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 3,038,912 Click to see attachment3,120,079 3,922,564
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 28,904,985 29,317,179 83,226,558
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
Foundations that do not follow SFAS 117, check here bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 2,067,323 2,067,323
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 26,837,662 27,249,856
30 Total net assets or fund balances (see instructions)..... 28,904,985 29,317,179
31 Total liabilities and net assets/fund balances (see instructions). 28,904,985 29,317,179
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
28,904,985
2
Enter amount from Part I, line 27a .....................
2
-1,874,106
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
2,286,300
4
Add lines 1, 2, and 3 ..........................
4
29,317,179
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
29,317,179
Form 990-PF (2018)
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 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES      
b CAPITAL GAINS FROM PASSTHROUGHS P    
c CAPITAL GAINS DIVIDENDS P    
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 5,658,503   4,584,261 1,074,242
b 421,847 0   421,847
c 19,967     19,967
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       1,074,242
b       421,847
c       19,967
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 1,516,056
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2017 4,078,350 97,444,400 0.041853
2016 3,732,450 85,158,678 0.043829
2015 3,228,503 72,494,899 0.044534
2014 3,718,138 79,295,949 0.046889
2013 3,166,283 77,233,092 0.040996
2
Total of line 1, column (d) .....................
2
0.218101
3
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 ......
3
0.043620
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
90,487,768
5
Multiply line 4 by line 3......................
5
3,947,076
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
33,357
7
Add lines 5 and 6........................
7
3,980,433
8
Enter qualifying distributions from Part XII, line 4,.............
8
4,835,625
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)
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 Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
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 33,357
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 33,357
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 33,357
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 121,232
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 25,000
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 146,232
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 112,875
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet112,875 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
     
    No
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletVA
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2018 or the taxable year beginning in 2018? See the instructions for Part XIV.
    If "Yes," complete Part XIV .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.HERNDONFDN.ORG
    14
    The books are in care ofbulletWILLIAM M GOTTWALD Telephone no.bullet (804) 560-4119

    Located atbullet9030 STONY POINT PKWY NO 505RICHMONDVA ZIP+4bullet23235
    15
    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
    15
     
    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
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........
    1b
     
     
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2018?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 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.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    8
    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? .................
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    JAMES T GOTTWALD TRUSTEE
    5.00     		0 0 0
    9030 STONY POINT PKWY SUITE 505
    RICHMOND,VA23235
    WILLIAM M GOTTWALD TRUSTEE
    5.00     		0 0 0
    9030 STONY POINT PKWY SUITE 505
    RICHMOND,VA23235
    JOHN D GOTTWALD TRUSTEE
    5.00     		0 0 0
    9030 STONY POINT PKWY SUITE 505
    RICHMOND,VA23235
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2018)
    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
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    86,308,832
    b
    Average of monthly cash balances.......................
    1b
    1,389,317
    c
    Fair market value of all other assets (see instructions)................
    1c
    4,167,605
    d
    Total (add lines 1a, b, and c).........................
    1d
    91,865,754
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    91,865,754
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,377,986
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    90,487,768
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    4,524,388
    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.)
    1
    Minimum investment return from Part X, line 6....................
    1
    4,524,388
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    33,357
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
    517
    c
    Add lines 2a and 2b............................
    2c
    33,874
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    4,490,514
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    4,490,514
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    4,490,514
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    4,835,625
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    4,835,625
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    33,357
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    4,802,268
    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)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 4,490,514
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 4,762,437
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013......  
    b From 2014......  
    c From 2015......  
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 4,835,625
    a Applied to 2017, but not more than line 2a 4,762,437
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 73,188
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2018. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		4,417,326
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018....  
    Form 990-PF (2018)
    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 section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2018 (b) 2017 (c) 2016 (d) 2015
             
    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).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    HERNDON FOUNDATION
    9030 STONY POINT PKWY STE 505
    RICHMOND,VA23235
    (804) 560-4119
    INFO@HERNDONFDN.ORG
    bThe form in which applications should be submitted and information and materials they should include:
    VISIT HERNDONFDN.ORG
    cAny submission deadlines:
    AUGUST 1ST
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    THE FOUNDATION AWARDS GRANTS TO ORGANIZATIONS WHICH ARE TAX-EXEMPT UNDER IRS SECTION 501(C)(3) AND ARE NOT PRIVATE FOUNDATIONS AS DESCRIBED UNDER SECTION 509(A). QUALIFIED NONPROFIT ORGANIZATIONS THROUGHOUT THE COMMONWEALTH OF VIRGINIA ARE ELIGIBLE FOR SUPPORT; HOWEVER, MAJOR PREFERENCE WILL BE GIVEN TO AGENCIES IN THE RICHMOND METROPOLITAN REGION. THE FOUNDATION REQUIRES ALL PROSPECTIVE APPLICANTS TO HAVE A CURRENT PORTRAIT ON CONNECTVA.
    Form 990-PF (2018)
    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)
    aPaid during the year
    ACTS (AREA CONGREGATIONS TOGETHER IN SERVICE)
    2325 WEST BROAD STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    ALZHEIMER'S ASSOCIATION
    4600 COX ROAD SUITE 130
    GLEN ALLEN,VA23060     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    AMERICAN CANCER SOCIETY
    4240 PARK PLACE CT
    GLEN ALLEN,VA23060     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    AMERICAN CIVIL WAR AT HISTORIC TREDEGAR
    500 TREDEGAR STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 100,000
    AMERICAN HEART ASSOCIATION VIRGINIA
    4217 PARK PLACE CT
    GLEN ALLEN,VA23060     		  PC TO SUPPORT PROGRAM OPERATIONS 300
    AMERICAN LUNG ASSOCIATION OF VIRGINIA
    9221 FOREST HILL AVE
    RICHMOND,VA23235     		  PC TO SUPPORT PROGRAM OPERATIONS 300
    ART 180 INC
    114 W MARSHALL STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 5,000
    BLINDED VETERANS ASSOCIATION
    125 N WEST STREET 3RD FLOOR
    ALEXANDRIA,VA22314     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    BLUE SKY FUND
    2900 Q STREET
    RICHMOND,VA23223     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    BONEFISH & TARPON TRUST INC
    135 SAN LORENZO AVE
    CORAL GABLES,FL33146     		  PC TO SUPPORT PROGRAM OPERATIONS 2,500
    BOYS & GIRLS CLUBS OF METRO RICHMOND
    5511 STAPLES MILL ROAD 301
    RICHMOND,VA23228     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    CARITAS
    PO BOX 25790
    RICHMOND,VA23260     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    CHILDREN'S HOSPITAL OF RICHMOND
    2924 BROOK ROAD
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    CIVIL WAR TRUST (AMERI BATTLEFIELD TRUST)
    1156 15TH STREET NW 900
    WASHINGTON,DC20005     		  PC TO SUPPORT PROGRAM OPERATIONS 100,000
    COASTAL COMMUNITY FDN OF SC
    635 RUTLEDGE AVENUE SUITE 201
    CHARLESTON,SC29403     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    COMMUNITIES IN SCHOOLS RICHMOND INC
    2922 W MARSHALL STREET
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    CRISTO REY RICHMOND HIGH SCHOOL INC
    304 N SHEPPARD STREET
    RICHMOND,VA23221     		  PC TO SUPPORT STEM CLASSROOM PROGRAM 25,000
    CRISTO REY RICHMOND HIGH SCHOOL INC
    304 N SHEPPARD STREET
    RICHMOND,VA23221     		  PC TO SUPPORT REFUGEE RESETTLEMENT 50,000
    ELK HILL FARM INC
    1975 ELK HILL ROAD
    GOOCHLAND,VA23063     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    FEEDMORE
    1415 RHOADMILLER STREET
    RICHMOND,VA23220     		  PC IN SUPPORT OF THE FOOD BANK & MEALS ON WHEELS 30,000
    FEEDMORE
    1415 RHOADMILLER STREET
    RICHMOND,VA23220     		  PC IN SUPPORT OF THE FOOD BANK & MEALS ON WHEELS 20,000
    FOCUSED ULTRASOUND FOUNDATION
    1230 CEDARS COURT
    CHARLOTTESVILLE,VA22903     		  PC TO SUPPORT PROGRAM OPERATIONS 100,000
    FOCUSED ULTRASOUND FOUNDATION
    1230 CEDARS COURT
    CHARLOTTESVILLE,VA22903     		  PC TO SUPPORT PROGRAM OPERATIONS 50,000
    FREDERIC REMINGTON MUSEUM
    303 WASHINGTON STREET
    OGDENSBURG,NY13669     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    FRIENDS OF HOLLYWOOD CEMETERY
    412 SOUTH CHERRY STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 2,500
    GEORGE C MARSHALL FOUNDATION
    PO BOX 1600
    LEXINGTON,VA24450     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    GIRL SCOUTS OF THE COMMONWEALTH OF VIRGINIA INC
    PO BOX 11166
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    GOODWILL OF CENTRAL & COASTAL VA
    6301 MIDLOTHIAN TURNPIKE
    RICHMOND,VA23225     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    GREATER RICHMOND FIT4KIDS
    1111 N 25TH STREET FIRST FLOOR
    RICHMOND,VA23223     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    GROUNDWORK RVA
    3001 MEADOWBRIDGE ROAD
    RICHMOND,VA23222     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    HENRICO CHRISTMAS MOTHER COUNCIL
    PO BOX 70338
    HENRICO,VA23255     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    HENRY FLAGLER MUSEUM
    1 WHITEHALL WAY
    PALM BEACH,FL33480     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    HISTORIC RICHMOND FOUNDATION
    4 EAST MAIN STREET SUITE 1C
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    HOMEAGAIN
    2 E MAIN STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    HUMANKIND
    800 WEST GRAHAM ROAD
    RICHMOND,VA23222     		  PC TO SUPPORT PROGRAM OPERATIONS 5,000
    HUMANKIND
    800 WEST GRAHAM ROAD
    RICHMOND,VA23222     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    HUNTERS FOR THE HUNGRY
    1108 SEDALIA SCHOOL ROAD
    BIG ISLAND,VA24526     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    INTERNATIONAL GAME FISH ASSOCIATION
    300 GULF STREAM WAY
    DANIA BEACH,FL33004     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    INTERNATIONAL RETT SYNDROME FOUNDATION
    4600 DEVITT DRIVE
    CINCINNATI,OH45246     		  PC TO SUPPORT PROGRAM OPERATIONS 2,500
    JAMES RIVER ASSOCIATION
    4833 OLD MAIN STREET
    RICHMOND,VA23231     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    JEWISH FAMILY SERVICES
    6718 PATTERSON AVE
    RICHMOND,VA23226     		  PC TO SUPPORT PROGRAM OPERATIONS 3,000
    JOHN MARSHALL FOUNDATION
    1108 E MAIN STREET 800
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 12,500
    JUNIOR ACHIEVEMENT OF CENTRAL VA
    1801 LIBBIE AVE SUITE 203
    RICHMOND,VA23226     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    LACKEY CLINIC (OLIVET MEDICAL MINISTRY INC)
    1620 OLD WILLIAMSBURG RD
    YORKTOWN,VA23690     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    LEARNING ALLY (FKA RECORDING FOR THE BLIND & DYSLEXIC)
    20 ROSZEL ROAD
    PRINCETON,NJ08540     		  PC TO SUPPORT PROGRAM OPERATIONS 2,500
    MAYMONT FOUNDATION
    1700 HAMPTON STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    MCSHIN FOUNDATION
    2300 DUMBARTON ROAD
    RICHMOND,VA23228     		  PC PLEDGE PAYMENT 25,000
    MCV FOUNDATION
    PO BOX 980234
    RICHMOND,VA23298     		  PC M.N. & J.D. GOTTWALD ENDOWMENT FOR NICU 20,000
    MCV FOUNDATION
    PO BOX 980234
    RICHMOND,VA23298     		  PC M.N. & J.D. GOTTWALD ENDOWMENT FOR NICU 20,000
    NEIGHBORHOOD RESOURCE CENTER
    1519 WILLIAMSBURG ROAD
    RICHMOND,VA23231     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    NEW LIFE FOR YOUTH INC
    2501 TURNER ROAD
    RICHMOND,VA23225     		  PC TO SUPPORT PROGRAM OPERATIONS 7,500
    NORTH CAROLINA COMMUNITY FDN
    3737 GLENWOOD AVE SUITE 460
    RALEIGH,NC27612     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    ODK FOUNDATION INC
    224 MCLAUGHLIN STREET
    LEXINGTON,VA24450     		  PC TO SUPPORT PROGRAM OPERATIONS 250
    OAKWOOD ARTS
    3511 P STREET
    RICHMOND,VA23223     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    PALM BEACH COMMUNITY CHEST
    PO BOX 1141
    PALM BEACH,FL33480     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    PARALYZED VETERANS OF AMERICA
    1201 BROAD BROCK BLVD
    RICHMOND,VA23249     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    PETER PAUL DEVELOPMENT CENTER
    1708 NORTH 22ND STREET
    RICHMOND,VA23223     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    POSITIVE VIBE FOUNDATION
    2825 HATHAWAY ROAD
    RICHMOND,VA23225     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    PRESERVATION VIRGINIA
    204 W FRANKLIN STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 2,500
    RAMPS
    1114 WESTBRIAR DRIVE
    RICHMOND,VA23238     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    READ TO THEM INC
    2201 W BROAD STREET SUITE 206
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    RE-ESTABLISH RICHMOND
    2920 W BROAD STREET
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    REMOTE AREA MEDICAL
    1834 BEECH STREET
    KNOXVILLE,TN37920     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    RICHMOND BEHAVIORAL HEALTH FOUNDATION
    108 SOUTH FIFTH STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 5,000
    RICHMOND CHRISTMAS MOTHER FUND
    300 E FRANKLIN STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    RICHMOND METRO HABITAT FOR HUMANITY
    2281 DABNEY ROAD SUITE A
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    RICHMOND SYMPHONY
    612 E GRACE STREET 401
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    RICHMOND VOLUNTEER RESCUE SQUAD
    1802 CHANTILLY STREET
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    RICHMOND VOLUNTEER RESCUE SQUAD
    1802 CHANTILLY STREET
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    RIVER ROAD BAPTIST CHURCH
    8000 RIVER ROAD
    RICHMOND,VA23229     		  PC TO SUPPORT PROGRAM OPERATIONS 24,000
    SALVATION ARMY
    PO BOX 12400
    RICHMOND,VA23241     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    SALVATION ARMY
    PO BOX 12400
    RICHMOND,VA23241     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    SCIENCE MUSEUM OF VIRGINIA
    2400 W BROAD STREET ROAD
    RICHMOND,VA23220     		  PC PLEDGE PAYMENT 500,000
    SCIENCE MUSEUM OF VIRGINIA
    2400 W BROAD STREET ROAD
    RICHMOND,VA23220     		  PC PLEDGE PAYMENT 500,000
    SENIOR CONNECTIONS - THE CAPITAL AREA AGENCY ON AGING
    24 EAST CARY STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    SHALOM FARMS
    1010 W LABURNUM AVE
    RICHMOND,VA23227     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    SHELTERING ARMS FOUNDATION
    8254 ATLEE ROAD
    MECHANICSVILLE,VA23116     		  PC TO SUPPORT PROGRAM OPERATIONS 1,000
    SOAR 365 (GREATER RICHMOND ARC)
    3600 SAUNDERS AVENUE
    RICHMOND,VA23227     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    ST JAMES'S CHILDREN'S CENTER
    1205 W FRANKLIN STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    THE NEW COMMUNITY SCHOOL
    4211 HERMITAGE ROAD
    RICHMOND,VA23227     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    THE RICHMOND BALLET
    407 EAST CANAL STREET
    RICHMOND,VA23219     		  PC PLEDGE PAYMENT 25,000
    THE RICHMOND BALLET
    407 EAST CANAL STREET
    RICHMOND,VA23219     		  PC PLEDGE PAYMENT 50,000
    TUCKAHOE VOLUNTEER RESCUE SQUAD
    11001 HORESPEN ROAD
    RICHMOND,VA23229     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    UNITED WAY OF GREATER RICHMOND
    2001 MAYWILL STREET 201
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    UNITED WAY OF GREATER RICHMOND
    2001 MAYWILL STREET 201
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    UNITED WAY OF NORTHERN CA
    2280 BENTON DRIVE BLDG B
    REDDING,CA96003     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    VALENTINE RICHMOND HISTORY CENTER
    1015 E CLAY STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    VCU RICE RIVERS CENTER
    3701 JOHN TYLER MEMORIAL HWY
    CHARLES COUNTY,VA23030     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    VCU-SCHOOL OF ENGINEERING
    PO BOX 843068
    RICHMOND,VA23284     		  PC PLEDGE PAYMENT 375,000
    VCU-SCHOOL OF ENGINEERING
    PO BOX 843068
    RICHMOND,VA23284     		  PC PLEDGE PAYMENT 375,000
    VCU-SCHOOL OF ENGINEERING
    PO BOX 843068
    RICHMOND,VA23284     		  PC PLEDGE PAYMENT 75,000
    VIRGINIA BARRIER ISLANDS CENTER
    PO BOX 206
    MACHIPONGO,VA23405     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    VIRGINIA BEACH VOLUNTEER RESCUE SQUAD INC
    740 VIRGINIA BEACH BLVD
    VIRGINIA BEACH,VA23451     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    VIRGINIA CENTER FOR CREATIVE ARTS
    154 SAN ANGELO DRIVE
    AMHERST,VA24521     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    VIRGINIA DENTAL ASSOCIATION FOUNDATION
    3460 MARYLAND COURT SUITE 110
    RICHMOND,VA23233     		  SO I TO SUPPORT PROGRAM OPERATIONS 5,000
    VIRGINIA HISTORICAL SOCIETY
    428 N BOULEVARD
    RICHMOND,VA23220     		  PC PLEDGE PAYMENT 500,000
    VIRGINIA HOME (THE)
    1101 HAMPTON STREET
    RICHMOND,VA23219     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    VIRGINIA HOME FOR BOYS AND GIRLS
    8716 WEST BROAD STREET
    RICHMOND,VA23294     		  PC TO SUPPORT PROGRAM OPERATIONS 10,000
    VIRGINIA LEAGUE FOR PLANNED PARENTHOOD INC
    201 NORTH HAMILTON STREET
    RICHMOND,VA23221     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    VIRGINIA MENTORING PARTNERSHIP
    4900 AUGUSTA AVENUE SUITE 140
    RICHMOND,VA23230     		  PC TO SUPPORT PROGRAM OPERATIONS 20,000
    VIRGINIA MUSEUM OF FINE ARTS
    200 N BOULEVARD
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 25,000
    VIRGINIA OPERA ASSOCIATION INC
    600 EAST GRACE STREET
    RICHMOND,VA23219     		  PC PLEDGE PAYMENT 50,000
    VIRGINIA OPERA ASSOCIATION INC
    600 EAST GRACE STREET
    RICHMOND,VA23219     		  PC PLEDGE PAYMENT 50,000
    VIRGINIA SUPPORTIVE HOUSING
    8002 DISCOVERY DRIVE 201
    RICHMOND,VA23229     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    VIRGINIA WAR MEMORIAL
    621 S BELVIDERE STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 5,000
    VISUAL ARTS CENTER
    1812 W MAIN STREET
    RICHMOND,VA23220     		  PC TO SUPPORT PROGRAM OPERATIONS 15,000
    VMI FOUNDATION
    304 LETCHER AVE
    LEXINGTON,VA24450     		  PC TO SUPPORT PROGRAM OPERATIONS 317,025
    VMI FOUNDATION
    304 LETCHER AVE
    LEXINGTON,VA24450     		  PC TO SUPPORT PROGRAM OPERATIONS 500,000
    WALKERTON COMMUNITY FIRE ASSO
    2874 WALKERTON LANDING ROAD
    WALKERTON,VA23177     		  PC TO SUPPORT PROGRAM OPERATIONS 500
    YWCA
    6 N 5TH STREET
    RICHMOND,VA23219     		  PC IN SUPPORT OF THE SPROUT SCHOOL 20,000
    Total .................................bullet 3a 4,823,375
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2018)
    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
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		    14 88,317  
    4 Dividends and interest from securities....     14 1,742,215  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....     16 3,125  
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....     18 96,918  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 1,516,056  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 3,446,631 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    3,446,631
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2018 AccountingFeesSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 5,000 2,500 0 2,500

    TY 2018 InvestmentsCorpBondsSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Name of Bond End of Year Book Value End of Year Fair Market Value
    INVESCO EMERGING MARKETS SOVEREIGN DEBT ETF 286,435 248,348
    ISHARES JPMORGAN USD EMERGING MARKETS BOND ETF 262,582 244,189
    ISHARES IBOXX HIGH YIELD CORP BOND ETF 448,436 405,500
    SPDR BLACKSTONE GSO SR LN ETF 389,389 367,658
    SPDR BLOOMBERG BARCLAYS SHORT TERM HIGH YIELD BOND ETF 484,249 414,528
    VANGUARD INTERMEDIATE TERM CORP BOND ETF 186,405 176,078
    INVESCO SENIOR LOAN ETF 585,418 515,097
    AT&T INC NOTE VAR CPN 3.23% DUE 06/30/20 201,474 199,705
    BECTON DICKINSON & CO NOTE CPN 3.25% DUE 11/12/20 430,271 423,168
    CAMPBELL SOUP COMPANY UNSECD NOTE VAR CPN 2.964% DUE 03/15/21 180,027 177,058
    CISCO SYS INC. SR NOTE VAR CPN 2.677% DUE 09/20/19 175,040 175,193
    CVS HEALTH CORP SR NOTE VAR CPN 2.957% DUE 03/09/20 175,337 174,597
    GOLDMAN SACHS GROUP INC SR GLBL NOTE VAR CPN 3.483% DUE 11/15/21 176,479 175,034
    JPMORGAN CHASE & CO NOTE VAR CPN 3.8% DUE 03/01/21 188,023 187,449
    MPLX LP SR NOTE CPN 4.125% DUE 03/01/27 100,260 95,083
    ORACLE CORP NOTE CPN 3.625% DUE 07/15/23 352,861 354,439
    SMUCKER JM CO NOTE CPN 3.5% DUE 10/15/21 178,783 175,711
    VULCAN MATLS CO UNSECD NOTE VAR CPN 2.97% DUE 03/01/21 155,166 155,144
    WELLS FARGO & CO MEDIUM TERM NOTE VAR CPN 3.326% DUE 12/07/20 175,499 176,800
    US TREASURY FLOATING RATE NOTE CPN 2.184% DUE 10/31/19 135,103 135,042

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ACCENTURE PLC IRELAND CLASS A NEW 126,349 373,677
    ADOBE INC 159,642 388,680
    ALIBABA GROUP HOLDING 208,884 149,543
    ALPHABET INC CL A (GOOGL) 73,038 247,656
    ALPHABET INC CL C (GOOG) 54,489 201,944
    AMAZON.COM INC 32,078 261,343
    AMERICAN TOWER CORP NEW 178,458 511,745
    ANHEUSER BUSCH INBEV 171,389 145,638
    APPLE INC 21,117 203,485
    BECTON DICKINSON & CO 193,959 202,788
    BERKSHIRE HATHAWAY INC CL B 168,396 448,992
    BROADCOM INC 209,132 203,424
    BROOKFIELD ASSET MANAGEMENT VOTING SHS CL A 196,445 403,250
    CAPITAL ONE FINANCIAL CORP 196,972 305,837
    CARMAX INC 99,973 271,621
    CHEVRON CORP 155,630 207,245
    CITIGROUP INC NEW 299,923 299,605
    CME GROUP INC CL A 106,787 272,774
    CVS HEALTH CORP 201,585 161,834
    DANAHER CORP 136,548 405,262
    ECOLAB INC 218,364 265,230
    ELECTRONIC ARTS INC 209,374 130,123
    EOG RESOURCES INC 198,330 163,083
    FACEBOOK INC CL A 185,051 190,081
    FEDEX CORP 261,168 244,738
    GENERAL DYNAMICS CORP 154,927 181,578
    HOME DEPOT INC 196,095 191,236
    HONEYWELL INTL INC 184,126 176,380
    ISHARES U S HOME CONSTRUCTION ETF 162,985 173,331
    JOHNSON & JOHNSON 217,111 378,504
    JPMORGAN CHASE & CO 102,892 252,348
    LIBERTY BROADBAND CORP SER C 157,456 199,811
    MARATHON PETROLEUM CORP 229,801 235,745
    MARKEL CORP 153,690 467,123
    MARTIN MARIETTA MATERIALS INC. 235,301 189,573
    MASTERCARD INC CL A 164,103 302,783
    MERCK & COMPANY INC NEW 234,682 297,235
    MICROSOFT CORP 202,060 206,187
    MONDELEZ INTERNATIONAL INC CL A 170,742 186,740
    MONSTER BEVERAGE CORP 208,658 198,357
    NESTLE S A 201,416 262,310
    NIKE INC CL B 132,720 187,204
    PEPSICO INC 112,518 202,731
    SHERWIN WILLIAMS CO 244,875 274,242
    SOUTHWEST AIRLINES CO 195,834 209,625
    STARBUCKS CORP 159,692 188,048
    UNION PACIFIC CORP 237,090 343,502
    VISA INC CL A 89,730 443,450
    VULCAN MATERIALS COMPANY 201,105 158,574
    VODAFONE GROUP PLC NEW 266,260 197,620
    ALBEMARLE CORP 1,680,000 17,263,680
    TREDEGAR CORP 25,196 1,598,418
    NEWMARKET CORP 18,250 30,082,570
    TCG BDC INC 75,270 50,840
    APPLE INC 84,178 220,836
    MARKEL CORP 145,466 285,463
    MAIN STREET CAPITAL CORP 150,968 126,788
    GOLUB CAPITAL BDC INC 151,831 135,218
    TANGIER FACTORY OUTLET CENTERS INC (SKT) 156,237 121,320
    BROOKFIELD ASSET MANAGEMENT INC VOTING SHS CL A 160,358 258,863
    VERIZON COMMUNICATIONS 168,542 191,148
    ALPHABET INC CL A 169,080 208,992
    RETAIL OPPORTUNITY INVESTMENTS CORP 162,723 285,840
    JOHNSON & JOHNSON 190,302 341,983
    ALTRIA GROUP INC 191,937 381,538
    MICROSOFT CORP 224,830 812,560
    AT&T INC 232,234 192,645
    NESTLE S A 261,559 283,360
    MERCK & COMPANY INC NEW 275,720 534,870
    SAFETY INSURANCE GROUP 292,635 523,584
    SPDR EURO STOXX 50 ETF 296,183 298,598
    FEDEX CORP 297,201 258,128
    TORTOISE POWER & ENERGY INFRASTRUCTURE FUND INC 296,766 191,280
    MARATHON PETROLEUM CORP 300,874 354,060
    ENBRIDGE INC 301,906 240,870
    WISDOMTREE EMERGING MARKETS SMALL CAP DIVIDEND ETF 318,349 284,852
    DOMINION ENERGY INC (D) 417,266 535,950
    LAMAR ADVERTISING CL A 324,107 380,490
    PHILIP MORRIS INTL INC 344,132 351,825
    DUKE ENERGY CORP NEW 348,523 440,130
    TORTOISE MLP FUND INC 261,903 169,050
    DIAGEO PLC NEW SPONSORED ADR (DEO) 359,842 453,760
    REALTY INCOME CORP 341,926 668,224
    BP PLC 384,421 341,280
    W P CAREY INC 410,697 530,888
    GAMING & LEISURE PROPERTIES 505,327 436,185
    ROYAL DUTCH SHELL PLC 672,446 641,358
    INTEREST IN TCG BDC INC (CGBD) 376,563 253,220
    INTEREST IN TCG BDC INC 144 126,332 84,841

    TY 2018 InvestmentsOtherSchedule2
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    SJC II PARTNERSHIP INTEREST AT COST 368,861 288,714
    SJC III PARTNERSHIP INTEREST AT COST 1,539,529 1,522,286
    STYX INTERNATIONAL LTD. INTEREST AT COST 66,801 66,801
    PA COINVESTMENT FUND III PARTNERSHIP INTEREST AT COST 1,144,888 2,044,763

    TY 2018 OtherExpensesSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OTHER EXPENSES 227 227 0 0
    RENTAL EXPENSES 17,665 17,665   0


    TY 2018 OtherIncomeSchedule2
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    DAVENPORT #4685 MISC 28,538 28,538  
    DAVENPORT #4685 OTHER RECEIPTS - DEF. INC. 6,131 6,131  
    INCOME FROM PASS-THRU - PA COIN -2,655 -2,655  
    ORD. BUS. INC. FROM PASS-THRU - SJC II -6,841 -6,841  
    ORD. BUS. INC. FROM PASS-THRU - SJC III 67,258 67,258  
    STYX INCOME ALLOCATION NET OF FEES 4,487 4,487  


    TY 2018 OtherIncreasesSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Description Amount
    PRIOR PERIOD ADJUSTMENT 2,286,300


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DAVENPORT #3209 MGMT FEES 12,234 12,234 0 0
    DAVENPORT #5556 MGMT FEES 74,007 74,007 0 0
    SUNTRUST #5219 MGMT FEES 1,962 1,962 0 0
    CONSULTING FEES 19,500 9,750 0 9,750


    TY 2018 TaxesSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAXES 180,808 0 0 0
    FEDERAL INCOME TAX 193,326 0 0 0
    FOREIGN TAXES WITHHELD 10,298 10,298 0 0