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
THE CARL M FREEMAN FOUNDATION INC
 
Number and street (or P.O. box number if mail is not delivered to street address)31255 AMERICANA PARKWAY
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
SELBYVILLE, DE19975
A Employer identification number

52-6047536
B Telephone number (see instructions)

(302) 654-8500
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$120,531,841J 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 212 212  
4 Dividends and interest from securities... 1,151,292 1,151,292  
5a Gross rents............ 48,496 48,496  
b Net rental income or (loss) 48,496
6a Net gain or (loss) from sale of assets not on line 10 Click to see attachment 5,003,284
b Gross sales price for all assets on line 6a 15,999,676
7 Capital gain net income (from Part IV, line 2)... 4,791,453
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 2,026,323 2,204,781  
12 Total. Add lines 1 through 11........ 8,229,607 8,196,234  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 251,897 25,190   226,707
14 Other employee salaries and wages...... 188,175 28,226   159,948
15 Pension plans, employee benefits....... 45,925 6,499   41,821
16a Legal fees (attach schedule)......... Click to see attachment 4,337 0   4,337
b Accounting fees (attach schedule)....... Click to see attachment 5,811 0   5,811
c Other professional fees (attach schedule).... Click to see attachment 496,791 438,068   51,633
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 128,292 5,982   0
19 Depreciation (attach schedule) and depletion... 179,430 0  
20 Occupancy.............. 102,859 0   104,033
21 Travel, conferences, and meetings....... 7,919 0   7,979
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 92,603 126,134   88,489
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,504,039 630,099   690,758
25 Contributions, gifts, grants paid....... 2,570,013 2,565,447
26 Total expenses and disbursements. Add lines 24 and 25 4,074,052 630,099   3,256,205
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 4,155,555
b Net investment income (if negative, enter -0-) 7,566,135
c Adjusted net income (if negative, enter -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.............      
2 Savings and temporary cash investments......... 3,269,149 1,891,458 1,891,458
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.......... 133,647 98,991 98,991
10a Investments—U.S. and state government obligations (attach schedule) 4,166,624 Click to see attachment4,044,254 4,044,254
b Investments—corporate stock (attach schedule)....... 41,322,727 Click to see attachment38,912,532 38,912,532
c Investments—corporate bonds (attach schedule)....... 14,070,603 Click to see attachment27,504,235 27,504,235
11 Investments—land, buildings, and equipment: basis bullet27,896,918
Less: accumulated depreciation (attach schedule) bullet   27,853,857 Click to see attachment27,896,918 27,896,918
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 13,950,187 Click to see attachment12,089,948 12,089,948
14 Land, buildings, and equipment: basis bullet8,647,907
Less: accumulated depreciation (attach schedule) bullet554,402 8,358,427 8,093,505 8,093,505
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 113,125,221 120,531,841 120,531,841
Liabilities 17 Accounts payable and accrued expenses.......... 112,759 31,550
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)......... 112,759 31,550
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........... 113,012,462 120,500,291
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........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds    
29 Total net assets or fund balances (see instructions)..... 113,012,462 120,500,291
30 Total liabilities and net assets/fund balances (see instructions). 113,125,221 120,531,841
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
113,012,462
2
Enter amount from Part I, line 27a .....................
2
4,155,555
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
3,332,274
4
Add lines 1, 2, and 3 ..........................
4
120,500,291
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 29 .
6
120,500,291
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 P 2020-12-31 2021-12-31
b CAPITAL GAIN DISTRIBUTION P 2020-12-31 2021-12-31
c
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 15,411,721   10,733,323 4,678,398
b 113,055     113,055
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       4,678,398
b       113,055
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 4,791,453
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........................... 3 105,169
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- ..... 5 105,169
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 102,631
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.............. 7 102,631
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 97
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 2,635
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet   RefundedBullet 11  
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
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XIV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMD
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 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.CARLFREEMANFOUNDATION.ORG
    14
    The books are in care ofbulletRHONDA TULLY Telephone no.bullet (302) 654-8500

    Located atbullet31255 AMERICANA PARKWAYSELBYVILLEDE ZIP+4bullet19975
    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)
    Yes
     
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
    1a(4)
    Yes
     
    (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
     
    No
    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
    Yes
     
    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
     
    No
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 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
    MICHELLE L FREEMAN CHAIRMAN/PRESIDENT
    14.00     		128,158 1,542 6,634
    31255 AMERICANA PARKWAY
    SELBYVILLE,DE19975
    PATTI GRIMES EXECUTIVE DIRECTOR
    20.00     		123,739 4,140 3,784
    31255 AMERICANA PARKWAY
    SELBYVILLE,DE19975
    CHRISTINE A SHREVE TREASURER/VICE CHAIRMAN/DIRECTOR
    4.00     		0 0 0
    31255 AMERICANA PARKWAY
    SELBYVILLE,DE19975
    NICHOLAS FREEMAN SECRETARY/DIRECTOR
    4.00     		0 0 0
    31255 AMERICANA PARKWAY
    SELBYVILLE,DE19975
    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
    WEALTHSPIRE ADVISORY INVESTMENT FEES 157,562
    ONE PRESERVE PARKWAY 610
    ROCKVILLE,MD20852
    CHEVY CHASE BANK INVESTMENT FEES 103,779
    7501 WISCONSIN AVE 1500W
    BETHESDA,MD20814
    CITI PRIVATE BANK INVESTMENT FEES 71,203
    153 EAST 53RD STREET 18TH FL
    NEW YORK,NY10022
    JP MORGAN INVESTMENT FEES 62,447
    800 CONNECTICUT AVENUE NW 9TH FL
    WASHINGTON,DC20006
    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
    79,766,755
    b
    Average of monthly cash balances.......................
    1b
    3,571,091
    c
    Fair market value of all other assets (see instructions)................
    1c
    26,645,938
    d
    Total (add lines 1a, b, and c).........................
    1d
    109,983,784
    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
    109,983,784
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    1,649,757
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    108,334,027
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    5,416,701
    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
    5,416,701
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    105,169
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    105,169
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    5,311,532
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    474,900
    5
    Add lines 3 and 4............................
    5
    5,786,432
    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
    5,786,432
    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 5,786,432
    2 Undistributed income, if any, as of the end of 2021:
    a Enter amount for 2020 only....... 0
    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...... 4,280,660
    f Total of lines 3a through e ........ 4,280,660
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 3,431,497
    a Applied to 2020, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2021 distributable amount..... 3,431,497
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2021. 2,354,935 2,354,935
    (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 1,925,725
    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 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    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 ......     		1,925,725
    10 Analysis of line 9:
    a Excess from 2017....  
    b Excess from 2018....  
    c Excess from 2019....  
    d Excess from 2020.... 1,925,725
    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:
    PATTI GRIMES
    31255 AMERICANA PARKWAY
    SELBYVILLE,DE19975
    (302) 654-8500
    bThe form in which applications should be submitted and information and materials they should include:
    THE APPLICATION PROCESS REQUIRES ELIGIBLE APPLICANTS TO SUBMIT ALL REQUIRED INFORMATION ON-LINE THROUGH THE CARL M. FREEMAN FOUNDATION WEBSITE.
    cAny submission deadlines:
    DEADLINES FOR THE TWO ANNUAL FACES GRANT CYCLES ARE PUBLISHED ON THE FOUNDATION WEBSITE.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    THE FOLLOWING RESTRICTIONS APPLY TO APPLICANTS: - APPLICANTS MUST BE AN IRS-RECOGNIZED 501(C)(3) TAX-EXEMPT, NONPROFIT ORGANIZATION IN GOOD STANDING, OR A PUBLIC AGENCY SPECIFICALLY SERVING THE RESIDENTS OF THE FUNDING AREA. - APPLICANTS APPLYING IN MONTGOMERY COUNTY, MD, MUST HAVE AN ANNUAL OPERATING BUDGET OF $750,000 OR LESS AND BE BASED IN MONTGOMERY COUNTY, MD. - APPLICANTS APPLYING IN SUSSEX COUNTY, DE, MUST HAVE AN ANNUAL OPERATING BUDGET OF $500,000 OR LESS AND BE BASED IN SUSSEX COUNTY, DE. AWARDS ARE NOT MADE TO: - INDIVIDUALS - POLITICAL ASSOCIATIONS OR CANDIDATES AWARDS ARE NOT MADE TO: - ORGANIZATIONS THAT WOULD DISBURSE FUNDING TO OTHER ORGANIZATIONS - ORGANIZATIONS THAT DISCRIMINATE ON THE BASIS OF RACE, CREED, GENDER, SEXUAL ORIENTATION, AGE, RELIGION, DISABILITY OR NATIONAL ORIGIN
    Form 990-PF (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
    ART LEAGUE OF OCEAN CITY INC
    502 94TH STREET
    OCEAN CITY,MD21842     		NONE PUBLIC CHARITY ARTS 1,500
    DWDOC LLC
    PO BOX 333
    WILMINGTON,DE19899     		NONE PUBLIC CHARITY ARTS 75,000
    JOSHUA M FREEMAN FOUNDATION INC
    31255 AMERICANA PARKWAY
    SELBYVILLE,DE19975     		NONE PUBLIC CHARITY ARTS 5,000
    CITYDANCE
    4000 ALBERMARLE ST NW SUITE 304
    WASHINGTON,DC20016     		NONE PUBLIC CHARITY ARTS 20,000
    MIDDLEBURG FILM FESTIVAL
    PO BOX 1566
    MIDDLEBURG,VA20118     		NONE PUBLIC CHARITY ARTS 10,000
    OLNEY THEATRE
    2001 OLNEY SANDY SPRING ROAD
    OLNEY,MD20832     		NONE PUBLIC CHARITY ARTS 10,000
    STRATHMORE HALL FOUNDATION INC
    5301 TUCKERMAN LANE
    NORTH BETHESDA,MD20852     		NONE PUBLIC CHARITY ARTS 5,000
    THEARC
    1901 MISSISSIPPI AVE SE
    WASHINGTON,DC20020     		NONE PUBLIC CHARITY ARTS 1,105
    WASHINGTON NATIONAL OPERA
    PO BOX 101510
    ARLINGTON,VA22210     		NONE PUBLIC CHARITY ARTS 25,000
    CAPE HENLOPEN EDUCATIONAL FOUNDATION
    1270 KINGS HIGHWAY
    LEWES,DE19958     		NONE PUBLIC CHARITY EDUCATION 5,000
    DELAWARE TECH EDUCATIONAL FDTN FUND
    211779 COLLEGE DR
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY EDUCATION 15,000
    DELAWARE TECHNICAL COMMUNITY COLLEGE
    PO BOX 897
    DOVER,DE19903     		NONE PUBLIC CHARITY EDUCATION 10,000
    DELMAR MIDDLE SCHOOL
    200 N 8TH STREET
    DELMAR,DE19940     		NONE PUBLIC CHARITY EDUCATION 1,500
    INDIAN RIVER HIGH SCHOOL
    29772 ARMORY ROAD
    DAGSBORO,DE19939     		NONE PUBLIC CHARITY EDUCATION 500
    JOHN M CLAYTON ELEMENTARY SCHOOL (PTO)
    252 CLAYTON AVENUE
    FRANKFORD,DE19945     		NONE PUBLIC CHARITY EDUCATION 10,000
    LANDON SCHOOL
    6101 WILSON LANE
    BETHESDA,MD208173199     		NONE PUBLIC CHARITY EDUCATION 5,000
    LAUREL ELEMENTARY SCHOOL
    815 S CENTRAL AVENUE
    LAUREL,DE19956     		NONE PUBLIC CHARITY EDUCATION 3,000
    LITERACY DELAWARE INC
    PO BOX 2083
    WILMINGTON,DE198992083     		NONE PUBLIC CHARITY EDUCATION 10,000
    LORD BALTIMORE ELEMENTARY SCHOOL
    120 ATLANTIC AVENUE
    OCEAN VIEW,DE19970     		NONE PUBLIC CHARITY EDUCATION 2,000
    LULU ROSS ELEMENTARY SCHOOL
    310 LOVERS LANE
    MILFORD,DE19963     		NONE PUBLIC CHARITY EDUCATION 1,000
    MARINER MIDDLE SCHOOL
    16391 HARBESON ROAD
    MILTON,DE19968     		NONE PUBLIC CHARITY EDUCATION 1,000
    MILFORD SENIOR HIGH SCHOOL
    1019 N WALNUT STREET
    MILFORD,DE19963     		NONE PUBLIC CHARITY EDUCATION 1,000
    NORTH GEORGETOWN ELEMENTARY SCHOOL
    664 N BEDFORD STREET
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY EDUCATION 2,000
    NORTH LAUREL LEARNING ACADEMY
    600 WILSON STREET
    LAUREL,DE19956     		NONE PUBLIC CHARITY EDUCATION 1,000
    PHILLIP C SHOWELL ELEMENTARY SCHOOL
    41 BETHANY ROAD
    SELBYVILLE,DE19975     		NONE PUBLIC CHARITY EDUCATION 1,000
    READ ALOUD DELAWARE
    108 N BEDFORD STREET
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY EDUCATION 5,000
    READ ALOUD DELAWARE
    108 N BEDFORD STREET
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY EDUCATION 2,500
    SEAFORD MIDDLE SCHOOL
    500 E STEIN HIGHWAY
    SEAFORD,DE19973     		NONE PUBLIC CHARITY EDUCATION 500
    SELBYVILLE MIDDLE SCHOOL
    80 BETHANY ROAD
    SELBYVILLE,DE19975     		NONE PUBLIC CHARITY EDUCATION 1,000
    SOUTHERN DELAWARE SCHOOL OF THE ARTS
    27 HOSIER STREET
    SELBYVILLE,DE19975     		NONE PUBLIC CHARITY EDUCATION 1,000
    WEST SEAFORD ELEMENTARY SCHOOL
    511 SUSSEX AVENUE
    SEAFORD,DE19973     		NONE PUBLIC CHARITY EDUCATION 5,000
    WOODBRIDGE EARLY CHILDHOOD ED CENTER
    400 GOVERNORS AVENUE
    GREENWOOD,DE19950     		NONE PUBLIC CHARITY EDUCATION 1,500
    WOODBRIDGE HIGH SCHOOL
    14712 WOODBRIDGE ROAD
    GREENWOOD,DE19950     		NONE PUBLIC CHARITY EDUCATION 2,000
    BENDER JCC OF GREATER WASHINGTON
    6125 MONTROSE ROAD
    ROCKVILLE,MD208524857     		NONE PUBLIC CHARITY EDUCATION 10,000
    BISHOP WALKER SCHOOL
    DEVELOPMENT OFFICE
    WASHINGTON,DC20020     		NONE PUBLIC CHARITY EDUCATION 16,000
    CESAR CHAVEZ PUBLIC CHARTER SCHOOLS
    37001 HAYES STREET
    WASHINGTON,DC20019     		NONE PUBLIC CHARITY EDUCATION 5,000
    DC PREP
    707 EDGEWOOD STREET NE
    WASHINGTON,DC20017     		NONE PUBLIC CHARITY EDUCATION 5,000
    GEORGETOWN UNIVERSITY
    GIFT PROCESSING
    WASHINGTON,DC200730734     		NONE PUBLIC CHARITY EDUCATION 5,000
    GEORGETOWN UNIVERSITY-MSB
    RAFIK B HARIRI BUILDING
    WASHINGTON,DC20057     		NONE PUBLIC CHARITY EDUCATION 25,000
    HOLTON-ARMS SCHOOL INC
    7303 RIVER ROAD
    BETHESDA,MD20817     		NONE PUBLIC CHARITY EDUCATION 70,000
    JEWISH FEDERATION OF GREATER WASHINGTON
    6101 EXECUTIVE BLVD SUITE 100
    NORTH BETHESDA,MD20852     		NONE PUBLIC CHARITY EDUCATION 40,000
    KIPP DC PUBLIC SCHOOLS
    2600 VIRGINIA AVENUE NW SUITE 900
    WASHINGTON,DC20037     		NONE PUBLIC CHARITY EDUCATION 5,000
    LANDON SCHOOL
    6101 WILSON LANE
    BETHESDA,MD208173199     		NONE PUBLIC CHARITY EDUCATION 550,000
    LIVING CLASSROOMS FOUNDATION
    515 M ST SE SUITE 223
    WASHINGTON,DC20003     		NONE PUBLIC CHARITY EDUCATION 3,500
    MONTGOMERY COLLEGE FOUNDATION
    9221 CORPORATE BLVD 3RD FLOOR
    ROCKVILLE,MD20850     		NONE PUBLIC CHARITY EDUCATION 10,000
    ROCKETSHIP PUBLIC SCHOOLS
    2335 RAYNOLDS PLACE SE
    WASHINGTON,DC20020     		NONE PUBLIC CHARITY EDUCATION 5,000
    WASHINGTON LATIN PUBLIC CHARTER SCHOOL
    5200 2ND STREET NW
    WASHINGTON,DC20011     		NONE PUBLIC CHARITY EDUCATION 5,000
    BOONSBORO FREE LIBRARY
    PO BOX 174
    BOONSBORO,MD21713     		NONE PUBLIC CHARITY EDUCATION 5,000
    WINCHESTER THURSTON SCHOOL
    555 MOREWOOD AVENUE
    PITTSBURGH,PA15213     		NONE PUBLIC CHARITY EDUCATION 1,000
    AMERICAN HEART ASSOCIATION
    131 CONTINENTAL DRIVE SUITE 407
    NEWARK,DE19713     		NONE PUBLIC CHARITY HEALTH 1,000
    BEEBE MEDICAL FOUNDATION
    902 SAVANNAH ROAD
    LEWES,DE19958     		NONE PUBLIC CHARITY HEALTH 62,925
    CANCER SUPPORT COMMUNITY DELAWARE
    4810 LANCASTER PIKE
    WILMINGTON,DE19807     		NONE PUBLIC CHARITY HEALTH 5,000
    DELAWARE BREAST CANCER COALITION INC
    100 W 10TH ST SUITE 209
    WILMINGTON,DE19801     		NONE PUBLIC CHARITY HEALTH 5,000
    SOUTHERN DELAWARE THERAPEUTIC RIDING INC
    PO BOX 219
    NASSAU,DE19969     		NONE PUBLIC CHARITY HEALTH 2,000
    COLON CANCER ALLIANCE
    BLUE HOPE BASH DC
    WASHINGTON,DC20005     		NONE PUBLIC CHARITY HEALTH 10,000
    PREVENT CANCER FOUNDATION
    1600 DUKE STREET SUITE 500
    ALEXANDRIA,VA22314     		NONE PUBLIC CHARITY HEALTH 10,000
    ONE TO ONE OVARIAN CANCER SUPPORT GROUP
    4793 ALTON
    TROY,MI48085     		NONE PUBLIC CHARITY HEALTH 2,000
    CENTER FOR THE INLAND BAYS
    39375 INLET ROAD
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY ENVIRONMENT 27,500
    CHESAPEAKE CONSERVANCY INC
    716 GIDDINGS AVENUE SUITE 42
    ANNAPOLIS,MD21401     		NONE PUBLIC CHARITY ENVIRONMENT 75,000
    DELAWARE CENTER FOR THE INLAND BAYS
    39375 INLET RD
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY ENVIRONMENT 1,000
    SUSSEX LAND FOUNDATION INC
    PO BOX 372
    LEWES,DE19958     		NONE PUBLIC CHARITY ENVIRONMENT 10,000
    GEORGETOWN HERITAGE
    1000 POTOMAC STREET NW STE 122
    WASHINGTON,DC20007     		NONE PUBLIC CHARITY ENVIRONMENT 5,000
    AMERICAN LEGION
    2308 PHILADELPHIA AVENUE
    OCEAN CITY,MD21843     		NONE PUBLIC CHARITY SOCIAL SERVICES 500
    ART WORKS FOR ALL
    1200 N DUPONT HIGHWAY
    DOVER,DE19901     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,500
    BARBARA K BROOKS TRANSITION HOUSE INC
    109 CAROLYN STREET
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    BRANDYWINE VALLEY SPCA
    GEORGETOWN ANIMAL HEALTH CENTER
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    CAMP ARROWHEAD
    DBA CAMP ARROWHEAD
    LEWES,DE19958     		NONE PUBLIC CHARITY SOCIAL SERVICES 183,000
    CASA FRIENDS OF SUSSEX
    53 GLADE CIRCLE EAST
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,500
    CHEER INC
    20520 SAND HILL ROAD
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    CLOTHING OUR KIDS
    26582 JOHN J WILLIAMS HWY 2
    MILLSBORO,DE19966     		NONE PUBLIC CHARITY SOCIAL SERVICES 12,000
    COMMUNITY RESOURCE CENTER INC
    37510 OYSTER HOUSE ROAD
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    CONTRACTORS FOR A CAUSE
    PO BOX 1282
    OCEAN VIEW,DE19970     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,250
    DAYS INN FARM HORSE RESCUE
    1372 WOODBINE ROAD
    WOODBINE,MD21797     		NONE PUBLIC CHARITY SOCIAL SERVICES 500
    DE ALLIANCE FOR NONPROFIT ADVANCEMENT
    100 W 10TH STREET SUITE 1012
    WILMINGTON,DE19801     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    DELAWARE BOTANIC GARDENS
    PO BOX 1390
    OCEAN VIEW,DE19970     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,000
    DELAWARE COMMUNITY FOUNDATION
    36 THE CIRCLE
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 500
    DELAWARE HUMANE ASSOCIATION
    18675 COASTAL HIGHWAY
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    DELAWARE SPORTS COMMISSION
    431 TERRA DRIVE
    NEWARK,DE19702     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    DELMARVA ADULT & TEEN CHALLENGE
    10936 LEADERSHIP WAY
    BRIDGEVILLE,DE19933     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    GIRLS ON THE RUN DELAWARE INC
    615 WEST 18TH STREET
    WILMINGTON,DE19802     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    HARRY K FOUNDATION
    313 S BOARDWALK
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,600
    HISTORIC LEWES FARMERS MARKET
    PO BOX 185
    NASSAU,DE19969     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    JOSEPH JEFFREY STEIN III FOUNDATION
    1 GRENOBLE PLACE
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,000
    KENT-SUSSEX INDUSTRIES INC
    301 NORTH REHOBOTH BOULEVARD
    MILFORD,DE19963     		NONE PUBLIC CHARITY SOCIAL SERVICES 750
    LIGHTHOUSE FOR BROKEN WINGS
    PO BOX 123
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    LOWER SUSSEX LITTLE LEAGUE INC
    14 OAKLAND AVENUE
    OCEAN VIEW,DE19970     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,500
    MILTON COMMUNITY FOOD PANTRY
    PO BOX 84
    MILTON,DE19958     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    NANTICOKE INDIAN ASSOCIATION INC
    27073 JOHN J WILLIAMS HWY
    MILLSBORO,DE19966     		NONE PUBLIC CHARITY SOCIAL SERVICES 54,000
    NEW HOPE REC AND DEVELOPMENT CTR INC
    12564 NORTH OLD STATE ROAD
    ELLENDALE,DE199412820     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    NEXT GENERATION SOUTHERN DELAWARE
    36 THE CIRCLE
    GEORGETOWN,DE19947     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    PEOPLES PLACE II INC
    1129 AIRPORT ROAD
    MILFORD,DE19963     		NONE PUBLIC CHARITY SOCIAL SERVICES 250
    ROXANA FIRE COMPANY
    35943 ZION CHURCH ROAD
    FRANKFORD,DE19945     		NONE PUBLIC CHARITY SOCIAL SERVICES 15,000
    SAINT VINCENT DE PAUL SOCIETY
    9765 EVERGREEN AVENUE
    SEAFORD,DE19973     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    SALVATION ARMY
    407 OAK STREET
    SALISBURY,MD21804     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,000
    WEST SIDE NEW BEGINNINGS INC
    19801 NORWOOD STREET
    REHOBOTH BEACH,DE19971     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    WORCESTER COUNTY HUMANE SOCIETY INC
    PO BOX 48
    BERLIN,MD21811     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    A WIDER CIRCLE
    4808 MOORLAND LANE SUITE 802
    BETHESDA,MD20814     		NONE PUBLIC CHARITY SOCIAL SERVICES 20,000
    ANTI-DEFAMATION LEAGUE
    KAY ERICSON
    WASHINGTON,DC20036     		NONE PUBLIC CHARITY SOCIAL SERVICES 25,000
    BEST BUDDIES INTERNATIONAL INC
    100 SE 2ND STREET SUITE 2200
    MIAMI,FL33131     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    CARINGMATTERS
    518 S FREDERICK AVE
    GAITHERSBURG,MD20877     		NONE PUBLIC CHARITY SOCIAL SERVICES 500
    CATHOLIC COALITION FOR SPECIAL EDUCATION
    3750 UNIVERSITY BOULEVARD SUITE 203
    KENSINGTON,MD20895     		NONE PUBLIC CHARITY SOCIAL SERVICES 2,500
    COMMUNITY BRIDGES INC
    8757 GEORGIA AVE 540
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    COURT WATCH MONTGOMERY
    8720 GEORGIA AVENUE
    SILVER SPRINT,MD20910     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    CROSS COMMUNITY INC
    8300 HELGERMAN COURT
    GAITHERSBURG,MD20877     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    CROSSROADS COMMUNITY FOOD NETWORK INC
    6390 CARROLL AVENUE SUITE 426
    TAKOMA PARK,MD20912     		NONE PUBLIC CHARITY SOCIAL SERVICES 7,500
    DC SCORES
    1140 CONNECTICUT AVE NW STE 1200
    WASHINGTON,DC20036     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    DEVON C RUBENSTEIN FOUNDATION
    7 DRISCOLL COURT
    GAITHERSBURG,MD20878     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    DOWN SYNDROME NETWORK OF MONTGOMERY CTY
    PO BOX 10416
    ROCKVILLE,MD20849     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    DWELLING PLACE INC
    19632 CLUBHOUSE RD SUITE 510
    MONTGOMERY VILLAGE,MD20886     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    EDENS COMMUNITY ENRICHMENT FOUNDATION
    ATTN ELIZABETH HARNIK
    WASHINGTON,DC20002     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    ELITE SOCCER YOUTH DEVELOPMENT ACADEMY
    10770 COLUMBIA PIKE SUITE W340
    GAITHERSBURG,MD20878     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    FURNISH HOPE DC
    5412 AUDUBON RD
    BETHESDA,MD20814     		NONE PUBLIC CHARITY SOCIAL SERVICES 16,000
    GAITHERSBURG HELP INC
    301 MUDDY BRANCH ROAD
    GAITHERSBURG,MD208783000     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    GIRLS ON THE RUN
    900 BRENTWOOD ROAD NE 90824
    WASHINGTON,DC20090     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    GREATER DC DIAPER BANK
    1532 A STREET NE
    WASHINGTON,DC20002     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    GREATER WASHINGTON COMM FOUNDATION
    8720 GEORGIA AVENUE SUITE 202
    SILVER SPRING,MD20910     		NONE PUBLIC CHARITY SOCIAL SERVICES 25,000
    HALCYON HOUSE
    3400 PROSPECT STREET NW
    WASHINGTON,DC20007     		NONE PUBLIC CHARITY SOCIAL SERVICES 50,000
    HEADSTRONG PROJECT
    655 MADISON AVE 18TH FLOOR
    NEW YORK,NY10065     		NONE PUBLIC CHARITY SOCIAL SERVICES 15,000
    INTERFAITH WORKS INC
    114 W MONTGOMERY AVENUE
    ROCKVILLE,MD20850     		NONE PUBLIC CHARITY SOCIAL SERVICES 115,000
    JEWISH FEDERATION OF GREATER WASHINGTON
    6101 EXECUTIVE BLVD SUITE 100
    NORTH BETHESDA,MD20852     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    MANNA FOOD CENTER
    12301 OLD COLUMBIA PIKE STE 200
    SILVER SPRING,MD20904     		NONE PUBLIC CHARITY SOCIAL SERVICES 7,500
    MARTHA'S TABLE INC
    2375 ELVANS RD SE
    WASHINGTON,DC20020     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    MARY'S CENTER
    2333 ONTARIO RD NW
    WASHINGTON,DC20009     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    MID-COUNTY UNITED MINISTRIES
    11002 VIERS MILL ROAD SUITE 710
    SILVER SPRING,MD20902     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    MONTGOMERY COUNTY 4-H SHEEP & SWINE CLUB
    19300 HEMPSTONE AVE
    POOLESVILLE,MD20837     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,984
    MONTGOMERY COUNTY BEEF 4-H CLUB
    5925 DAMASCUS ROAD
    LAYTONSVILLE,MD20882     		NONE PUBLIC CHARITY SOCIAL SERVICES 15,649
    MONTGOMERY YOUTH WRESTLING LEAGUE
    7459 ARLINGTON ROAD
    BETHESDA,MD20814     		NONE PUBLIC CHARITY SOCIAL SERVICES 15,000
    NATIONAL LINKS TRUST
    331 7TH ST NE
    WASHINGTON,DC20002     		NONE PUBLIC CHARITY SOCIAL SERVICES 300,000
    NOURISH NOW
    1111 TAFT STREET
    ROCKVILLE,MD20850     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    NPLB OUTDOORS
    PO BOX 132
    LIBERTTOWN,MD21762     		NONE PUBLIC CHARITY SOCIAL SERVICES 4,000
    OLNEY HELP
    PO BOX 430
    OLNEY,MD20830     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    SPANISH SPEAKING COMMUNITY OF MD INC
    8519 PINEY BRANCH ROAD
    SILVER SPRING,MD20901     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    SUITED FOR CHANGE
    1023 15TH STREET NW SUITE 601
    WASHINGTON,DC20005     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    SURFERS HELPING OUR CHILDREN WITH AUTISM
    4711 ASPEN HILL ROAD
    ROCKVILLE,MD20853     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    WAGNER MEATS LLC
    PO BOX 51
    MOUNT AIRY,MD21771     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,558
    WILDERNESS LEADERSHIP AND LEARNING INC
    1758 PARK RD NW
    WASHINGTON,DC20010     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    WOLF TRAP ANIMAL RESCUE
    PO BO 2753
    MERRIFIELD,VA22118     		NONE PUBLIC CHARITY SOCIAL SERVICES 1,000
    WRESTLING TO BEAT THE STREETS DC
    1717 N STREET NW SUITE 1
    WASHINGTON,DC20036     		NONE PUBLIC CHARITY SOCIAL SERVICES 15,000
    YELLOW RIBBON FUND INC
    7101 WISCONSIN AVENUE 800
    BETHESDA,MD20814     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    YMCA OF METROPOLITAN WASHINGTON
    PO BOX 65325
    WASHINGTON,DC20037     		NONE PUBLIC CHARITY SOCIAL SERVICES 3,000
    AMERICAN JEWISH COMMITTEE
    MAIL CODE 6760
    PHILADELPHIA,PA191700001     		NONE PUBLIC CHARITY SOCIAL SERVICES 13,000
    CAL RIPKEN SR FOUNDATION
    PO BOX 825452
    PHILADELPHIA,PA19181     		NONE PUBLIC CHARITY SOCIAL SERVICES 15,000
    FRANKLIN E WIMP HAMBURG GOLF MEMORIAL
    ATTN CHRISTI WEAVER
    BOONSBORO,MD21713     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    KELLY ANNE DOLAN MEMORIAL FUND
    580 VIRGINIA DRIVE SUITE 110
    FORT WASHINGTON,PA19034     		NONE PUBLIC CHARITY SOCIAL SERVICES 10,000
    SAINTS PETER AND PAUL PARISH
    1214 S WASHINGTON STREET
    EASTON,MD21601     		NONE PUBLIC CHARITY SOCIAL SERVICES 15,000
    SEMPER K9 ASSISTANCE DOGS
    PO BOX 451
    QUANTICO,VA22134     		NONE PUBLIC CHARITY SOCIAL SERVICES 7,000
    SOCIAL JUSTICE FUND NW
    1904 THIRD AVE SUITE 806
    SEATTLE,WA98101     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    STEPHEN SILLER TUNNEL TO TOWERS FDN
    2361 HYLAN BLVD
    STATEN ISLAND,NY10306     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    TUNNEL TO TOWERS FOUNDATION
    2361 HYLAN BOULEVARD
    STATEN ISLAND,NY10306     		NONE PUBLIC CHARITY SOCIAL SERVICES 20,000
    HALCYON FUND LP
    3400 PROSPECT STREET NW
    WASHINGTON,DC20007     		NONE PUBLIC CHARITY HALCYON FUND, L.P. 23,376
    FREEMAN ARTS PAVILION
    31255 AMERICANA PARKWAY
    SELBYVILLE,DE19975     		NONE PUBLIC CHARITY ARTS 10,000
    JAMES BEARD FOUNDATION
    167 WEST 12TH STREET
    NEW YORK,NY10011     		NONE PUBLIC CHARITY SOCIAL SERVICES 5,000
    CROHN'S AND COLITIS FOUNDATION
    2202 18TH STREET NW 116
    WASHINGTON,DC20009     		NONE PUBLIC CHARITY SOCIAL SERVICES 15,000
    Total .................................bullet 3a 2,565,447
    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 ...........     		    14 212  
    4 Dividends and interest from securities ....          
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....     16 48,496  
    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 5,003,284  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aK-1 INCOME     		  -1,175 16 2,026,880  
    bMISCELLANEOUS     01 618  
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e) .. -1,175 8,230,782 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    8,229,607
    (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

    TY 2021 AccountingFeesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 5,811 0   5,811

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

    TY 2021 GainLossSaleOtherAssetsSch
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Name Date Acquired How Acquired Date Sold Purchaser Name Gross Sales Price Basis Basis Method Sales Expenses Total (net) Accumulated Depreciation
    SALE OF TOWNHOUSE 2017-12 PURCHASED 2021-02   474,900 263,069 COST 0 211,831  

    TY 2021 InvestmentsCorpBondsSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Name of Bond End of Year Book Value End of Year Fair Market Value
    CORPORATE BONDS 27,504,235 27,504,235

    TY 2021 InvestmentsCorpStockSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Name of Stock End of Year Book Value End of Year Fair Market Value
    CORPORATE STOCKS 38,912,532 38,912,532

    TY 2021 InvestmentsGovtObligationsSch
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    US Government Securities - End of Year Book Value:

    4,044,254
    US Government Securities - End of Year Fair Market Value:

    4,044,254
    State & Local Government Securities - End of Year Book Value:


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


    0


    TY 2021 InvestmentsLandSchedule2
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Category/ Item Cost/Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    SEA COLONY GROUND LEASES 27,896,918 0 27,896,918 27,896,918

    TY 2021 InvestmentsOtherSchedule2
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    HEDGE FUNDS FMV 2,705,163 2,705,163
    LP/LLC INVESTMENTS FMV 1,955,418 1,955,418
    CONGRESSIONAL BANK STOCK FMV 4,925,184 4,925,184
    CSV - KEYMAN INSURANCE POLICY FMV 2,504,183 2,504,183

    TY 2021 LegalFeesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 4,337 0   4,337


    TY 2021 OtherExpensesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DUES AND SUBSCRIPTIONS 2,435 0   2,435
    INSURANCE 23,903 0   23,903
    POSTAGE AND DELIVERY 240 0   240
    WEBSITE MAINTENANCE 588 0   588
    LICENSES AND FEES 160 0   160
    GRANT & PROGRAM RELATED EXP 9,051 0   9,051
    OFFICE EXPENSES 49,943 0   51,942
    BANK FEES 170 0   170
    K-1 EXPENSES 6,113 126,134   0


    TY 2021 OtherIncomeSchedule2
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    K-1 INCOME--GROUND LEASE   2,098,925  
    K-1 INCOME--OTHER INCOME   17,669  
    K-1 INCOME--CAPITAL GAINS   73,477  
    K-1 ADDTL INVESTMENT INCOME   14,710  
    K-1 INCOME 2,025,705   2,025,705
    MISCELLANEOUS 618   618


    TY 2021 OtherIncreasesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Description Amount
    UNREALIZED GAIN ON INVESTMENTS 3,332,274


    TY 2021 OtherProfessionalFeesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT 438,068 438,068   0
    CONSULTING 58,723 0   51,633


    TY 2021 TaxesSchedule
    Name:
    THE CARL M FREEMAN FOUNDATION INC
    EIN:
    52-6047536
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 128,292 5,982   0