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. 1545-0047
2021
Open to Public Inspection
For calendar year 2021, or tax year beginning 01-01-2021 , and ending 12-31-2021
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 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$124,990,124J 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) 3,015,919
2 Check bullet.............
3 Interest on savings and temporary cash investments 4,662 4,662  
4 Dividends and interest from securities... 1,678,249 1,678,249  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 4,216,775
b Gross sales price for all assets on line 6a 8,855,711
7 Capital gain net income (from Part IV, line 2)... 4,216,775
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 183,706 186,546 0
12 Total. Add lines 1 through 11........ 9,099,311 6,086,232 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 5,100 2,550 0 2,550
c Other professional fees (attach schedule).... Click to see attachment 165,976 145,440 0 20,536
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 2,256 2,091 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 5,082 5,082 0 0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 178,414 155,163 0 23,086
25 Contributions, gifts, grants paid....... 4,184,750 4,184,750
26 Total expenses and disbursements. Add lines 24 and 25 4,363,164 155,163 0 4,207,836
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 4,736,147
b Net investment income (if negative, enter -0-) 5,931,069
c Adjusted net income (if negative, enter -0-)... 0
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2021)
Form 990-PF (2021)
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............. 1,196,622 970,136 970,136
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)....... 20,796,571 Click to see attachment24,840,213 119,251,414
c Investments—corporate bonds (attach schedule)....... 520,139 Click to see attachment1,998,118 1,990,360
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 3,242,064 Click to see attachment2,572,894 2,778,214
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) 25,755,396 30,381,361 124,990,124
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 FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 2,067,323 2,067,323
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 23,688,073 28,314,038
29 Total net assets or fund balances (see instructions)..... 25,755,396 30,381,361
30 Total liabilities and net assets/fund balances (see instructions). 25,755,396 30,381,361
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 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
25,755,396
2
Enter amount from Part I, line 27a .....................
2
4,736,147
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
30,491,543
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
110,182
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
30,381,361
Form 990-PF (2021)
Form 990-PF (2021)
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 8,352,235   4,638,936 3,713,299
b 501,453     501,453
c 2,023     2,023
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       3,713,299
b       501,453
c       2,023
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 4,216,775
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  
Form 990-PF (2021)
Form 990-PF (2021)
Page 4
Part V
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 for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) 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 82,442
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 82,442
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 87,442
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 87,442
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 5,000
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet5,000 RefundedBullet 11 0
Part VI-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 the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
     
    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 XIV..................................
    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 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.
    If "Yes," complete Part XIII .............................
    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 (2021)
    Form 990-PF (2021)
    Page 5
    Part VI-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 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 2021, 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 VI-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? ...........
    1a(1)
     
    No
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person? ..............................
    1a(2)
     
    No
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
    1a(3)
     
    No
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
    1a(4)
     
    No
    (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)? ......................
    1a(5)
     
    No
    (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.) ...............
    1a(6)
     
    No
    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
     
     
    c
    ........bullet
    d
    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 2021? .............
    1d
     
    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 2021, did the foundation have any undistributed income (lines 6d
    and 6e, Part XII) for tax year(s) beginning before 2021?....................
    2a
     
    No
    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? ..............................
    3a
     
    No
    b
    If "Yes," did it have excess business holdings in 2021 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 2021.) .....................
    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 2021? ..
    4b
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 6
    Part VI-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))? ..........
    5a(1)
     
    No
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive? ....................
    5a(2)
     
    No
    (3) Provide a grant to an individual for travel, study, or other similar purposes? .............
    5a(3)
     
    No
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions ........................
    5a(4)
     
    No
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals? .............
    5a(5)
     
    No
    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
     
     
    c
    .........bullet
    d
    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? .................
    5d
     
     
    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? .............................
    6a
     
    No
    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?
    7a
     
    No
    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? .........................
    8
     
    No
    Part VII
    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
    WILLIAM M GOTTWALD TRUSTEE
    15.00     		0 0 0
    9030 STONY POINT PKWY SUITE 505
    RICHMOND,VA23235
    JAMES T GOTTWALD TRUSTEE
    5.00     		0 0 0
    9030 STONY POINT PKWY SUITE 505
    RICHMOND,VA23235
    JOHN D GOTTWALD TRUSTEE
    1.00     		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 (2021)
    Form 990-PF (2021)
    Page 7
    Part VII
    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 VIII-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 VIII-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 (2021)
    Form 990-PF (2021)
    Page 8
    Part IX
    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
    106,396,873
    b
    Average of monthly cash balances.......................
    1b
    1,432,323
    c
    Fair market value of all other assets (see instructions)................
    1c
    3,101,074
    d
    Total (add lines 1a, b, and c).........................
    1d
    110,930,270
    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
    110,930,270
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    1,663,954
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    109,266,316
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    5,463,316
    Part X
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part IX, line 6..................
    1
    5,463,316
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    82,442
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    82,442
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    5,380,874
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    5,380,874
    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 XII, line 1 ...
    7
    5,380,874
    Part XI
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part VIII-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4.
    4
     
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 9
    Part XII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2020     		(c)
    2020     		(d)
    2021
    1 Distributable amount for 2021 from Part X, line 7 5,380,874
    2 Undistributed income, if any, as of the end of 2021:
    a Enter amount for 2020 only....... 4,135,006
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2021:
    a From 2016......  
    b From 2017......  
    c From 2018......  
    d From 2019......  
    e From 2020......  
    f Total of lines 3a through e ........ 0
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 4,207,836
    a Applied to 2020, but not more than line 2a 4,135,006
    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 2021 distributable amount..... 72,830
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2021. 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 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2021. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2022 ..........     		5,308,044
    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 2016 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9 Excess distributions carryover to 2022.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2017....  
    b Excess from 2018....  
    c Excess from 2019....  
    d Excess from 2020....  
    e Excess from 2021....  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 10
    Part XIII
    Private Operating Foundations (see instructions and Part VI-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 2021, 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) 2021 (b) 2020 (c) 2019 (d) 2018
             
    b 85% (0.85) of line 2a .........          
    c Qualifying distributions from Part XI,
    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 IX, 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 XIV
    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 (2021)
    Form 990-PF (2021)
    Page 11
    Part XIV
    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
    1518 WILLOW LAWN DRIVE SUITE 301
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 35,000
    ALZHEIMER'S ASSOCIATION
    4600 COX ROAD SUITE 130
    GLEN ALLEN,VA23060     		  PC OPERATING SUPPORT 10,000
    AMERICAN BATTLEFIELD TRUST
    1156 15TH STREET NW 900
    WASHINGTON,DC20005     		  PC OPERATING SUPPORT 10,000
    AMERICAN CANCER SOCIETY
    4240 PARK PLACE CT
    GLEN ALLEN,VA23060     		  PC OPERATING SUPPORT 750
    AMERICAN HEART ASSOCIATION
    4217 PARK PLACE COURT
    GLEN ALLEN,VA23060     		  PC OPERATING SUPPORT 750
    AMERICAN LUNG ASSOCIATION
    9702 GAYTON ROAD 110
    RICHMOND,VA23238     		  PC OPERATING SUPPORT 750
    ANNA JULIA COOPER SCHOOL
    2124 N 29TH ST
    RICHMOND,VA23223     		  PC OPERATING SUPPORT 40,000
    ART 180
    114 W MARSHALL ST
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 15,000
    BIG BROTHERS BIG SISTERS
    1707 SUMMIT AVE 200
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 10,000
    BIGELOW LABORATORY FOR OCEAN SCIENCES
    60 BIGELOW DRIVE
    EAST BOOTHBAY,ME04544     		  PC OPERATING SUPPORT 50,000
    BLINDED VETERANS ASSOCIATION
    125 N WEST STREET 3RD FLOOR
    ALEXANDRIA,VA22314     		  PC OPERATING SUPPORT 1,000
    BLUE SKY FUND
    PO BOX 8108
    RICHMOND,VA23223     		  PC OPERATING SUPPORT 30,000
    BONEFISH & TARPON TRUST INC
    135 SAN LORENZO AVE
    CORAL GABLES,FL33146     		  PC PROGRAM SUPPORT 2,500
    BOYS AND GIRLS CLUB OF METRO RICHMOND
    5511 STAPLES MILL ROAD SUITE 301
    RICHMOND,VA23228     		  PC OPERATING SUPPORT 35,000
    CANCERLINC
    200 S 3RD ST
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 5,000
    CAPITAL REGION LAND CONSERVANCY
    200 S 3RD STREET
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 50,000
    CARITAS
    2220 STOCKTON STREET
    RICHMOND,VA23224     		  PC OPERATING SUPPORT 15,000
    CHALLENGE DISCOVERY
    2405 JEFFERSON AVENUE
    RICHMOND,VA23223     		  PC OPERATING SUPPORT 10,000
    CHESTERFIELD EDUCATION FOUNDATION
    13900 HULL STREET RD
    MIDLOTHIAN,VA23112     		  PC OPERATING SUPPORT 20,000
    CHILDREN'S HOME SOCIETY
    4200 FITZHUGH AVENUE
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 20,000
    CHILDREN'S HOSPITAL OF RICHMOND
    2924 BROOK ROAD
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 10,000
    CHILDREN'S MUSEUM OF RICH
    2626 WEST BROAD STREET
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 10,000
    CHILDSAVERS
    200 NORTH 22ND STREET
    RICHMOND,VA23223     		  PC OPERATING SUPPORT 20,000
    COAL PIT LEARNING CENTER
    5101 FRANCISTOWN RD
    GLEN ALLEN,VA23060     		  PC OPERATING SUPPORT 5,000
    CODERVA REGIONAL HIGH SCHOOL
    1405 CUMMINGS DRIVE SUITE 10
    RICHMOND,VA23220     		  GOV OPERATING SUPPORT 25,000
    COLLEGIATE SCHOOL
    103 NORTH MOORELAND ROAD
    RICHMOND,VA23229     		  PC SCHOLARSHIP SUPPORT 60,000
    COMMUNITIES IN SCHOOL - RICHMOND
    2922 W MARSHALL STREET SUITE 2
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 20,000
    COMMUNITY FOUNDATION OF WEST KENTUCKY
    333 BROADWAY ST
    PADUCAH,KY42001     		    OPERATING SUPPORT 25,000
    CRISTO REY RICHMOND
    304 N SHEPPARD ST
    RICHMOND,VA23221     		  PC OPERATING SUPPORT 73,000
    ELIJAH HOUSE ACADEMY
    6627-B JAHNKE ROAD
    RICHMOND,VA23225     		  PC OPERATING SUPPORT 12,000
    ELK HILL
    1975 ELK HILL ROAD
    GOOCHLAND,VA23063     		  PC OPERATING SUPPORT 55,000
    FEEDMORE
    1415 RHOADMILLER STREET
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 30,000
    FIRST CHESAPEAKE
    2101 MAYWILL STREET
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 10,000
    FIRST TEE - GREATER RICHM
    400 SCHOOL ST
    RICHMOND,VA23222     		  PC OPERATING SUPPORT 5,000
    FIT4KIDS
    PO BOX 1092
    RICHMOND,VA23218     		  PC OPERATING SUPPORT 20,000
    FOCUSED ULTRASOUND FOUNDATION
    1230 CEDARS CT SUITE 206
    CHARLOTTESVILLE,VA22903     		  PC PROGRAM SUPPORT 10,000
    FRIENDS ASSOCIATION
    1004 SAINT JOHN STREET
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 10,000
    FRIENDS OF HOLLYWOOD CEMETERY
    412 SOUTH CHERRY STREET
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 2,500
    GOODWILL OF CENTRAL AND COASTAL VIRGINIA
    6301 MIDLOTHIAN TURNPIKE
    RICHMOND,VA23225     		  PC OPERATING SUPPORT 10,000
    GRASP
    4551 COX ROAD SUITE 115
    GLEN ALLEN,VA23060     		  PC OPERATING SUPPORT 50,000
    GREATER RICHMOND SCAN
    103 E GRACE STREET
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 10,000
    GROUNDWORK RVA
    3001 MEADOWBRIDGE RD
    RICHMOND,VA23222     		  PC OPERATING SUPPORT 30,000
    HENRICO CHRISTMAS MOTHER
    PO BOX 70338
    HENRICO,VA232550338     		  PC OPERATING SUPPORT 1,000
    HENRICO EDUCATION FOUNDATION
    8401 PATTERSON AVENUE SUITE 203
    RICHMOND,VA23229     		  PC OPERATING SUPPORT 15,000
    HENRY FLAGLER MUSEUM
    1 WHITEHALL WAY
    PALM BEACH,FL33480     		  PC OPERATING SUPPORT 500
    HIGHER ACHIEVEMENT
    4009 FITZHUGH AVENUE SUITE 200
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 50,000
    HISTORIC RICHMOND FOUNDATION
    4 EAST MAIN STREET SUITE 1C
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 500
    HOMEAGAIN
    5 E FRANKLIN ST
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 25,000
    HOUSING OPPORTUNITIES MADE EQUAL OF VIRGINIA INC
    626 EAST BROAD STREET SUITE 400
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 10,000
    HUMANKIND
    150 LINDEN AVENUE
    LYNCHBURG,VA24503     		  PC OPERATING SUPPORT 20,000
    HUNTERS FOR THE HUNGRY
    1108 SEDALIA SCHOOL ROAD ROOM 4
    BIG ISLAND,VA24526     		  PC OPERATING SUPPORT 500
    J SARGEANT REYNOLDS COMMUNITY COLLEGE EDUCATIONAL FOUNDATION
    PO BOX 26924
    RICHMOND,VA232616924     		  PC PLEDGE COMPLETION 170,000
    JACOB'S LADDER
    8907 THREE CHOPT RD
    RICHMOND,VA23229     		  PC OPERATING SUPPORT 10,500
    JAMES RIVER ASSOCIATION
    211 ROCKETTS WAY SUITE 200
    RICHMOND,VA23231     		  PC OPERATING SUPPORT 25,000
    JAMESTOWN REDISCOVERY FOUNDATION
    1365 COLONIAL PARKWAY
    JAMESTOWN,VA23081     		  PC PROGRAM SUPPORT 14,500
    JUNIOR ACHIEVEMENT OF CENTRAL VIRGINIA
    1801 LIBBIE AVENUE SUITE 203
    RICHMOND,VA23226     		  PC PROGRAM SUPPORT 15,000
    LACKEY CLINIC
    1620 OLD WILLIAMSBURG ROAD
    YORKTOWN,VA23690     		  PC OPERATING SUPPORT 75,000
    LEARNING ALLY
    20 ROSZEL ROAD
    PRINCETON,NJ08540     		  PC OPERATING SUPPORT 2,500
    LITTLE HANDS VIRGINIA
    9702 GAYTON RD SUITE 116
    RICHMOND,VA23238     		  PC OPERATING SUPPORT 7,500
    MAYMONT FOUNDATION
    1700 HAMPTON STREET
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 5,000
    MCSHIN FOUNDATION
    2300 DUMBARTON ROAD
    HENRICO,VA23228     		  PC OPERATING SUPPORT 10,000
    MCV FOUNDATION
    PO BOX 980234
    RICHMOND,VA23298     		  PC IN SUPPORT OF THE GOTTWALD INDIGENT CARE FUND 40,000
    MEDICAL COLLEGE OF VIRGINIA FOUNDATION
    1228 E BROAD ST
    RICHMOND,VA23298     		  PC OPERATING SUPPORT 20,000
    MEDICAL HOME PLUS INC
    1504 SANTA ROSA RD
    RICHMOND,VA23229     		  PC OPERATING SUPPORT 10,000
    MENTOR VIRGINIA
    201 HULL ST SUITE B
    RICHMOND,VA23224     		  PC OPERATING SUPPORT 40,000
    NEIGHBORHOOD RESOURCE CENTER
    1519 WILLIAMSBURG ROAD
    HENRICO,VA23231     		  PC OPERATING SUPPORT 50,000
    NEXTUP
    3409 MOORE STREET
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 25,000
    OAKWOOD ARTS
    2216 EAST BROAD STREET
    RICHMOND,VA23223     		  PC OPERATING SUPPORT 10,000
    PARTNERSHIP FOR THE FUTURE
    4521 HIGHLANDS PARKWAY
    GLEN ALLEN,VA23060     		  PC OPERATING SUPPORT 50,000
    PATH PARTNERSHIP FOR SUPPORT
    455 MASSACHUSETTS AVENUE NW SUITE
    1000
    WASHINGTON,DC20001     		  PC OPERATING SUPPORT 1,000
    PETER PAUL DEVELOPMENT CENTER
    1708 NORTH 22ND STREET
    RICHMOND,VA23223     		  PC OPERATING SUPPORT 25,000
    PROJECT HEALING WATERS
    PO BOX 695
    LA PLATA,MD20646     		  PC OPERATING SUPPORT 1,000
    RAMPS RVA
    1114 WESTBRIAR DR
    RICHMOND,VA23238     		  PC OPERATING SUPPORT 15,000
    REWORK RICHMOND
    1719 N 22ND STREET
    RICHMOND,VA23223     		  PC OPERATING SUPPORT 15,000
    REESTABLISH RICHMOND
    2920 W BROAD ST SUITE 218
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 25,000
    RICHMOND CHRISTMAS MOTHER
    300 E FRANKLIN ST
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 1,000
    RICHMOND SYMPHONY
    2281 DABNEY ROAD SUITE A
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 10,000
    RICHMOND VOLUNTEER RESCUE SQUAD
    612 EAST GRACE STREET SUITE 401
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 500
    RICK SHARP ALZHEIMER'S FOUNDATION
    PO BOX 42333
    HENRICO,VA23242     		  PC OPERATING SUPPORT 2,500
    RIVER ROAD CHURCH BAPTIST
    1802 CHANTILLY STREET
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 24,000
    ROBINSON THEATER COMMUNITY
    2903 Q ST RICHMOND
    RICHMOND,VA23223     		  PC OPERATING SUPPORT 10,000
    SALVATION ARMY BOYS & GIRLS CLUB
    227 S CHERRY STREET
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 10,000
    SCHOLARS LATINO INITIATIV E
    PO BOX 2734
    HARRISONBURG,VA22801     		  PC OPERATING SUPPORT 10,000
    SCIENCE MUSEUM OF VIRGINIA
    2500 W BROAD ST
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 100,000
    SHALOM FARMS
    24 EAST CARY STREET
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 30,000
    SHELTERING ARMS FOUNDATION
    140 EASTSHORE DRIVE SUITE 200
    GLEN ALLEN,VA23059     		  PC OPERATING SUPPORT 5,000
    ST ANDREWS SCHOOL
    227 SOUTH CHERRY STREET
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 45,000
    ST JAMES CHILDREN'S CENTER
    1205 W FRANKLIN STREET
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 25,000
    SWIMRVA
    5050 RIDGEDALE PARKWAY
    RICHMOND,VA23234     		  PC OPERATING SUPPORT 40,000
    THE AMERICAN CIVIL WAR CENTER AT HISTORIC TREDEGAR
    500 TREDEGAR STREET
    RICHMOND,VA23219     		  SO II OPERATING SUPPORT 10,000
    THE BOLLING HAXALL HOUSE FOUNDATION
    211 EAST FRANKLIN STREET
    RICHMOND,VA23219     		  SO I OPERATING SUPPORT 1,000
    THE DOORWAYS
    612 E MARSHALL ST
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 5,000
    THE FRIENDS OF JAMES RIVER PARK
    1200 BRANDER ST
    RICHMOND,VA23224     		  PC OPERATING SUPPORT 10,000
    THE READ CENTER
    4915 RADFORD AVE SUITE 204
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 10,000
    THE RICHMOND BALLET
    407 E CANAL ST
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 74,000
    THE SACRED HEART CENTER
    1400 PERRY ST
    RICHMOND,VA23224     		  PC OPERATING SUPPORT 20,000
    THE VALENTINE
    1015 E CLAY STREET
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 2,500
    THE VIRGINIA HOME
    1101 HAMPTON ST
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 10,000
    TOWN OF PALM BEACH UNITED WAY
    44 COCOANUT ROW
    PALM BEACH,FL33480     		  PC OPERATING SUPPORT 1,000
    TUCKAHOE VOLUNTEER RESCUE SQUAD
    1101 HORSEPEN ROAD
    RICHMOND,VA23229     		  PC OPERATING SUPPORT 500
    UNITED WAY OF GREATER RICHMOND
    2001 MAYWILL STREET 201
    RICHMOND,VA23230     		  PC OPERATING SUPPORT 25,000
    UNIVERSITY OF RICHMOND
    201 MARYLAND HALL
    RICHMOND,VA23173     		  PC OPERATING SUPPORT 584,000
    UP RVA
    4609 WYTHE AVENUE
    RICHMOND,VA23226     		  PC OPERATING SUPPORT 50,000
    VCU SCHOOL OF ENGINEERING FOUNDATION
    601 WEST MAIN STREET ROOM 433
    RICHMOND,VA23284     		  PC OPERATING SUPPORT 350,000
    VIRGINIA BEACH VOLUNTEER RESCUE SQUAD
    740 VIRGINIA BEACH BLVD
    VIRGINIA BEACH,VA23451     		  PC OPERATING SUPPORT 500
    VIRGINIA CENTER FOR CREATIVE ARTS
    154 SAN ANGELO DRIVE
    AMHERST,VA24521     		  PC OPERATING SUPPORT 20,000
    VIRGINIA CHILDREN'S BOOK BANK
    2626 WEST BROAD STREET
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 5,000
    VIRGINIA HOME FOR BOYS AND GIRLS
    8716 W BROAD STREET
    HENRICO,VA23294     		  PC OPERATING SUPPORT 10,000
    VIRGINIA LEAGUE OF PLANNED PARENTHOOD
    201 N HAMILTON STREET
    RICHMOND,VA23221     		  PC OPERATING SUPPORT 20,000
    VIRGINIA MUSEUM OF HISTORY
    428 N ARTHUR ASHE BLVD
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 250,000
    VIRGINIA OPERA
    DOMINION ARTS CENTER - 600 E GRACE
    ST
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 60,000
    VIRGINIA VOICE
    395 AZALEA AVE
    RICHMOND,VA23227     		  PC OPERATING SUPPORT 5,000
    VIRGNIA BARRIER ISLANDS CENTER
    PO BOX 206
    MACHIPONGO,VA23405     		  PC OPERATING SUPPORT 25,000
    VISUAL ARTS CENTER OF RICHMOND
    1812 W MAIN ST
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 5,000
    VMI FOUNDATION
    304 LETCHER AVE
    LEXINGTON,VA24450     		  PC OPERATING SUPPORT 600,000
    WALKERTON COMMUNITY FIRE ASSOCIATION
    2874 WALKERTON LANDING ROAD
    WALKERTON,VA23177     		  PC OPERATING SUPPORT 500
    YMCA OF GREATER RICHMOND
    2 W FRANKLIN STREET
    RICHMOND,VA23220     		  PC OPERATING SUPPORT 35,000
    YWCA
    6 N 5TH STREET
    RICHMOND,VA23219     		  PC OPERATING SUPPORT 35,000
    Total .................................bullet 3a 4,184,750
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 12
    Part XV-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 4,662  
    4 Dividends and interest from securities ....          
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income .....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 4,216,775  
    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 6,083,392 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    6,083,392
    (See worksheet in line 13 instructions to verify calculations.)
    Part XV-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 XV-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 (2021)
    Form 990-PF (2021)
    Page 13
    Part XVI
    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 instructions.
    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 (2021)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors

    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2021
    Name of the organization
    HERNDON FOUNDATION
     
    Employer identification number

    54-6060809
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ






    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......... Arrow Bullet $  
    Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
    or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990) (2021)
    Schedule B (Form 990) (2021) Page 2
    Name of organization
    HERNDON FOUNDATION
          		Employer identification number
    54-6060809
    Part I
    Contributors
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
    HKG EDUCATIONAL TRUST
     
    C/O 9030 STONY POINT PKWY SUITE 505
     
    RICHMOND, VA23235

    		$ 3,015,919


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

    		$  


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

    		$  


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

    		$  


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

    		$  


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

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990) (2021)
    Schedule B (Form 990) (2021)
    Page 3
    Name of organization
    HERNDON FOUNDATION
          		Employer identification number

    54-6060809
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    1
    		 PUBLICLY TRADED SECURITIES $ 3,000,137 2021-12-22
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990) (2021)
    Schedule B (Form 990) (2021)
    Page 4
    Name of organization
    HERNDON FOUNDATION
          		Employer identification number

    54-6060809
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990) (2021)
    Additional Data


    Software ID:  
    Software Version:  

    TY 2021 AccountingFeesSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 5,100 2,550 0 2,550

    TY 2021 InvestmentsCorpBondsSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Name of Bond End of Year Book Value End of Year Fair Market Value
    JP MORGAN CHASE & CO 999,054 994,456
    SSGA ACTIVE ETR TR ULTRA SHORT TERM BD 999,064 995,904

    TY 2021 InvestmentsCorpStockSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ABBOT LABORATORIES 209,776 379,435
    ACCENTURE PLC IRELAND CLASS A NEW 84,514 849,413
    ADOBE INC 117,766 732,074
    ADVANCED MICRO DEVICES INC 205,314 361,189
    AIR PRODUCTS & CHEMICALS INC 446,798 628,297
    ALPHABET INC CL C (GOOG) 47,957 520,846
    ALPHABET INC CL A (GOOGL) 61,653 611,275
    AMAZON.COM INC 290,658 803,576
    AMERICAN TOWER CORP NEW 89,830 609,863
    AON PLC 245,506 375,099
    APPLE INC 16,224 789,476
    BALL CORP 352,154 413,480
    BERKSHIRE HATHAWAY INC CL B 120,199 524,147
    BOOKING HLDGS 321,143 345,489
    BROADCOM INC 187,435 477,099
    BROOKFIELD ASSET MANAGEMENT VOTING SHS CL A 175,597 836,505
    CARMAX INC 84,741 494,744
    CONSTELLATION BRANDS INC CL A 274,302 321,493
    DANAHER CORP 66,888 853,781
    DISNEY WALT CO DISNEY COM 333,811 419,442
    DISH NETWORK CORP 351,788 316,193
    ELECTRONIC ARTS INC COM 324,000 337,532
    HOME DEPOT INC 158,920 374,339
    HONEYWELL INTL INC 360,125 460,807
    ILLUMINA INC 185,466 224,079
    JOHNSON & JOHNSON 274,128 537,331
    JPMORGAN CHASE & CO 115,426 426,912
    MARKEL CORP 263,226 644,148
    MARTIN MARIETTA MATERIALS INC. 235,301 485,894
    MASTERCARD INC CL A 261,155 669,054
    MEDTRONIC PLC 229,439 247,349
    MERCADOLIBRE INC 263,341 266,983
    META PLATFORMS INC CL A 282,747 355,186
    MICROSOFT CORP 412,797 1,086,314
    MOODYS CORP 203,311 382,378
    PIONEER NAT RES CO COM 427,493 474,707
    SERVICENOW INC COM 313,509 393,361
    SHERWIN WILLIAMS CO 131,730 413,084
    SONY CORP 359,580 511,667
    T-MOBILE US INC 376,720 484,564
    TJX COS INC 512,354 644,864
    UNION PACIFIC CORP 160,327 426,517
    UNITEDHEALTH GROUPINC COM 290,499 390,163
    VISA INC CL A 48,159 548,493
    ALBEMARLE CORP 1,605,000 50,026,780
    ALBEMARLE CORP (DONATED SHARES) 1,499,772 1,549,895
    ALPHABET INC CL A 169,080 579,408
    ALTRIA GROUP INC 191,937 366,088
    AMERICAN TOWER CORP NEW 409,014 702,000
    APPLE INC 84,178 994,392
    BP PLC 209,276 133,150
    BROOKFIELD ASSET MANAGEMENT INC VOTING SHS CL A 160,358 611,348
    CROWN CASTLE INTL CORP 392,889 730,590
    DIAGEO PLC NEW SPONSORED ADR (DEO) 359,842 704,448
    DOMINION ENERGY INC (D) 633,657 785,600
    DUKE ENERGY CORP NEW 348,523 534,990
    ENBRIDGE INC 301,906 303,189
    FEDEX CORP 297,201 413,824
    FIDELITY NATIONAL FINANCIAL INC 400,602 584,416
    GOLUB CAPITAL BDC INC 151,419 126,608
    INTL BUSINESS MACHINES CORP 370,430 334,150
    JOHNSON & JOHNSON 393,843 684,280
    KYNDRYL HLDINGS INC. 16,240 9,050
    LAMAR ADVERTISING CL A 313,033 667,150
    MAIN STREET CAPITAL CORP 150,968 168,225
    MARATHON PETROLEUM CORP 504,240 582,309
    MARKEL CORP 145,466 339,350
    MERCK & COMPANY INC NEW 262,568 536,480
    MICROSOFT CORP 139,410 1,681,600
    NESTLE S A 261,559 491,295
    NEWMARKET CORP 18,250 25,018,560
    NEWMARKET CORP (DONATED SHARES) 1,500,365 1,521,677
    PEPSICO INC 224,192 295,307
    PHILIP MORRIS INTL INC 344,132 500,650
    QUALCOMM INC 240,454 548,610
    ROYAL DUTCH SHELL PLC 672,446 463,845
    SAFETY INSURANCE GROUP 292,635 544,192
    TCG BDC INC 502,895 374,321
    TREDEGAR CORP 25,196 1,191,255
    VERIZON COMMUNICATIONS 168,542 176,664
    W P CAREY INC 403,724 666,656
    WATSCO INC 401,164 860,420

    TY 2021 InvestmentsOtherSchedule2
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    SJC III PARTNERSHIP INTEREST AT COST 1,811,701 1,811,701
    STYX INTERNATIONAL LTD. INTEREST AT COST 32,634 32,634
    PA COINVESTMENT FUND III PARTNERSHIP INTEREST AT COST 728,559 933,879

    TY 2021 OtherDecreasesSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Description Amount
    BOOK/TAX ADJUSTMENT 110,182


    TY 2021 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 5,082 5,082 0 0


    TY 2021 OtherIncomeSchedule2
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    DAVENPORT #9683 - CURRENCY CONVERSION 3,005 3,005  
    GLOBETAX ANNUAL ACCOUNT FEE RECLAIM 574 574  
    OTHER INCOME 52,063 52,063  
    INCOME FROM PFIZER 40 40  
    ORD. BUS. INC. FROM PASS-THRU - PA COIN 16,780 16,780  
    ORD. BUS. INC. FROM PASS-THRU - SJC III 107,211 107,211  
    STYX INCOME ALLOCATION NET OF FEES 4,033 4,033  
    LESS: UBI FROM PASSTHROUGH   2,840  


    TY 2021 OtherProfessionalFeesSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DAVENPORT MGMT FEES 104,904 104,904 0 0
    CONSULTING FEES 38,755 29,377 0 9,378
    WESTHAM PARTNERS 22,317 11,159 0 11,158


    TY 2021 TaxesSchedule
    Name:
    HERNDON FOUNDATION
    EIN:
    54-6060809
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES WITHHELD 2,091 2,091 0 0
    STATE TAXES - VA 165 0 0 0