TY 2023 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

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

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

OMB No. 1545-0047

2023

Open to Public Inspection

For calendar year 2023, or tax year beginning 01-01-2023 , and ending 12-31-2023

Name of foundation
THE HERBERT H & GRACE A DOW
FOUNDATION

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

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

A Employer identification number

38-1437485

B Telephone number (see instructions)

(989) 631-3699

C If exemption application is pending, check here right arrow

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

D 1. Foreign organizations, check here............. right arrow

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

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

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

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

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

$621,175,059J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)		(a) Revenue and expenses per books		(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)		2,375
2	Check .............
3	Interest on savings and temporary cash investments		101,826		101,826
4	Dividends and interest from securities...		9,633,058		9,633,058
5a	Gross rents............		2,241		2,241
b	Net rental income or (loss) 2,241
6a	Net gain or (loss) from sale of assets not on line 10		List of Attached Documents: // Content	21,559,110
b	Gross sales price for all assets on line 6a 177,044,052
7	Capital gain net income (from Part IV, line 2)...				21,559,110
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances	585,375
b	Less: Cost of goods sold....	296,153
c	Gross profit or (loss) (attach schedule).....		List of Attached Documents: // Content	289,222		289,222
11	Other income (attach schedule).......		List of Attached Documents: // Content	9,346,522	7,823,572	1,522,950
12	Total. Add lines 1 through 11........		40,934,354		39,119,807	1,812,172
13	Compensation of officers, directors, trustees, etc.		516,880		206,567	6,853	303,460
14	Other employee salaries and wages......		2,502,762			1,330,482	1,172,280
15	Pension plans, employee benefits.......		851,906		29,497	58,332	764,163
16a	Legal fees (attach schedule).........		List of Attached Documents: // Content	76,819			76,439
b	Accounting fees (attach schedule).......		List of Attached Documents: // Content	50,125	25,063		25,063
c	Other professional fees (attach schedule)....		List of Attached Documents: // Content	667,650	203,476	352,598	97,119
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		List of Attached Documents: // Content	1,470,735	986	273	4,818
19	Depreciation (attach schedule) and depletion...		List of Attached Documents: // Content	2,304,663
20	Occupancy..............		683,682			28,851	651,595
21	Travel, conferences, and meetings.......		74,316		24,354	29	50,442
22	Printing and publications..........		42,779				42,779
23	Other expenses (attach schedule).......		List of Attached Documents: // Content	12,414,308	9,961	13,193	755,174
24	Total operating and administrative expenses.
	Add lines 13 through 23..........		21,656,625		499,904	1,790,611	3,943,332
25	Contributions, gifts, grants paid.......		23,488,330				19,968,632
26	Total expenses and disbursements. Add lines 24 and 25		45,144,955		499,904	1,790,611	23,911,964
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements		-4,210,601
b	Net investment income (if negative, enter -0-)				38,619,903
c	Adjusted net income (if negative, enter -0-)...					21,561

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2023)

Form 990-PF (2023)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............	359,836	470,675	470,675
	2	Savings and temporary cash investments.........	5,373,027	6,774,754	6,774,754
	3	Accounts receivable 4,432
		Less: allowance for doubtful accounts	13,572	4,432	4,432
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............	51,914	55,698	55,698
	9	Prepaid expenses and deferred charges..........	62,550	38,788	38,788
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule).......	72,105,114	List of Attached Documents: // Content 45,701,237	45,701,237
	c	Investments—corporate bonds (attach schedule).......
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	472,209,238	List of Attached Documents: // Content 538,267,533	538,267,533
	14	Land, buildings, and equipment: basis 49,396,737
		Less: accumulated depreciation (attach schedule) 19,534,795	33,324,611	List of Attached Documents: // Content 29,861,942	29,861,942
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	583,499,862	621,175,059	621,175,059
	17	Accounts payable and accrued expenses..........	153,089	161,023
	18	Grants payable.................	19,345,302	22,865,000
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )	List of Attached Documents: // Content 1,234,188	List of Attached Documents: // Content 1,459,713
	23	Total liabilities (add lines 17 through 22).........	20,732,579	24,485,736
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........	562,767,283	596,689,310
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		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).....	562,767,283	596,689,310
	30	Total liabilities and net assets/fund balances (see instructions).	583,499,862	621,175,046

Part III

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............

562,767,283

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

-4,210,601

Other increases not included in line 2 (itemize) right arrow

List of Attached Documents:

// Content

38,132,628

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

596,689,310

Decreases not included in line 2 (itemize) right arrow

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

596,689,310

Form 990-PF (2023)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation
1 a	PUBLICLY TRADED SECURITIES	P
b	OPTION INCOME - PUBLICLY TRADED SEC	P
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	176,503,464	155,484,942	21,018,522
b	540,588		540,588
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			21,018,522
b			540,588
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	21,559,110
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 ...................		3	21,559,110

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 and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)	1	536,817
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
3	Add lines 1 and 2...........................	3	536,817
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	536,817
6	Credits/Payments:

a	2023 estimated tax payments and 2022 overpayment credited to 2023	6a	709,111
b	Exempt foreign organizations—tax withheld at source......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c
d	Backup withholding erroneously withheld ..........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	709,111
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. List of Attached Documents: // Content		8	923
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	171,371
11	Enter the amount of line 10 to be: Credited to 2024 estimated tax171,371	Refunded	11

Form 990-PF (2023)

Page 4

Part VI-A

Statements Regarding Activities

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

Yes

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

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions

for the definition.................................

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

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

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

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

(1) On the foundation. right arrow

$ (2) On foundation managers. right arrow

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

on foundation managers. right arrow

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

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

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

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

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

Yes

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

Yes

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

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

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

By language in the governing instrument, or

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

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

Yes

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

and Part XIV..................................

Yes

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

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

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

Yes

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

or 4942(j)(5) for calendar year 2023 or the taxable year beginning in 2023? See the instructions for Part XIII.

If "Yes," complete Part XIII .............................

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

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

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

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

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

advisory privileges? If "Yes," attach statement. See instructions.................

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

Yes

Website address right arrow

WWW.HHGADOWFDN.ORG

The books are in care of right arrow

FRANCINE PADGETT Telephone no. right arrow

(989) 631-3699

Located at right arrow

1018 W MAIN STMIDLANDMI ZIP+4 right arrow

48640

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

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

16 At any time during calendar year 2023, 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 right arrow

Form 990-PF (2023)

Page 5

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

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)

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

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

1a(2)

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

1a(3)

(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)

(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)

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

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

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

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 2023? .............

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

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

At the end of tax year 2023, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2023?....................

If "Yes," list the years right arrow

20, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

If "Yes," did it have excess business holdings in 2023 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 2023.) .....................

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

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

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2023? ..

Form 990-PF (2023)

Page 6

Part VI-B

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

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

Yes

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

5a(1)

(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)

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

5a(3)

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

in section 4945(d)(4)(A)? See instructions ........................

5a(4)

(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)

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

Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........

Organizations relying on a current notice regarding disaster assistance check ......... right arrow

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

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

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

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

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

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

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

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

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

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

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

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
RUTH A DOAN	PRESIDENT 10.00	0	0	35,000
1018 W MAIN ST MIDLAND,MI48640	PRESIDENT 10.00	0	0	35,000
MICHAEL LLOYD DOAN	VICE PRESIDE 8.00	0	0	0
1018 W MAIN ST MIDLAND,MI48640	VICE PRESIDE 8.00	0	0	0
WILLARD MOTT	TREASURER 8.00	0	0	0
1018 W MAIN ST MIDLAND,MI48640	TREASURER 8.00	0	0	0
DIANE DOW HULLET	SECRETARY 4.00	0	0	0
1018 W MAIN ST MIDLAND,MI48640	SECRETARY 4.00	0	0	0
JENEE VELASQUEZ	EXECUTIVE DI 60.00	348,480	43,530	0
1018 W MAIN ST MIDLAND,MI48640	EXECUTIVE DI 60.00	348,480	43,530	0
SUZANNA MCCUAN	GOV. CHAIR/T 8.00	0	0	0
1018 W MAIN ST MIDLAND,MI48640	GOV. CHAIR/T 8.00	0	0	0
MACAULEY WHITING JR	TRUSTEE 2.00	0	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0	0
STEPHEN CARRAS	TRUSTEE 2.00	0	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0	0
BONNIE BUCHANAN MATHESON	TRUSTEE 2.00	0	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0	0
ALDEN LEE HANSON	TRUSTEE 2.00	0	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0	0
JAMES FITTERLING	TRUSTEE 2.00	0	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0	0
LILLA YM OHRSTROM	TRUSTEE 2.00	0	0	0
1018 W MAIN ST MIDLAND,MI48640	TRUSTEE 2.00	0	0	0
SARAH OPPERMAN	TRUSTEE 2.00	0	0	0
1018 MAIN STREET MIDLAND,MI48640	TRUSTEE 2.00	0	0	0
STEPHANIE SCHEETS	TRUSTEE 2.00	0	0	0
1018 MAIN STREET MIDLAND,MI48640	TRUSTEE 2.00	0	0	0
FRANCINE PADGETT	CFO 60.00	168,400	3,721	0
1018 W MAIN ST MIDLAND,MI48640	CFO 60.00	168,400	3,721	0

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


(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
ELIZABETH LUMBERT	GARDENS DIRE 40.00	190,557	35,972
1018 W MAIN ST MIDLAND,MI48640	GARDENS DIRE 40.00	190,557	35,972
SCOTT SCHULTHEIS	HORTICULTURI 40.00	93,000	35,597
1018 W MAIN ST MIDLAND,MI48640	HORTICULTURI 40.00	93,000	35,597
MATTHEW GERHARDT	HUMAN RESOUR 40.00	88,990	24,756
1018 W MAIN ST MIDLAND,MI48640	HUMAN RESOUR 40.00	88,990	24,756
ABIGAIL CLAERHOUT	HORTICULTURI 40.00	69,865	27,603
1018 W MAIN ST MIDLAND,MI48640	HORTICULTURI 40.00	69,865	27,603
MICHELLE HOLMES	GIFT SHOP MA 40.00	65,500	24,547
1018 W MAIN ST MIDLAND,MI48640	GIFT SHOP MA 40.00	65,500	24,547
Total number of other employees paid over $50,000...................				20

Form 990-PF (2023)

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
SMALL BUSINESS ASSOCIATION OF MICHIGAN	HEALTH INSUR	320,758
120 N WASHINGTON SQ STE 1000 LANSING,MI48933	HEALTH INSUR	320,758
SYM FINANCIAL ADVISORS	FINANCIAL	259,938
414 TOWNSEND ST MIDLAND,MI48640	FINANCIAL	259,938
GOLDMAN SACHS	FINANCIAL	167,916
200 WEST STREET NEW YORK,NY10282	FINANCIAL	167,916
STT INC	SECURITY	89,915
1600 NORTH MISSION ST MT PLEASANT,MI48858	SECURITY	89,915
WTA ARCHITECTS	ARCHITECTURE	74,901
100 S JEFFERSON AVE STE 601 SAGINAW,MI48607	ARCHITECTURE	74,901

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

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	ESTABLISHED IN 1899, AS A HOME FOR HERBERT H. AND GRACE A. DOW AND FAMILY, DOW GARDENS TYPICALLY WELCOMES 215,000 GUESTS PER YEAR. EXPERIENCE A 110-ACRE DISPLAY OF ANNUALS AND PERRENIALS PUNCTUATED BY DISTINCTIVE BRIDGES, AN AWARD-WINNING CHILDRENS GARDEN, TOWERING PINES, DELIGHTFUL WATER FEATURES, AND ONE OF THE NATIONS LONGEST CANOPY WALKS WHICH TAKES GUESTS FOUR STORIES HIGH INTO THE TREE TOPS. VISITORS ARE INVITED TO LEAVE THE PATHWAY AND EXPLORE THE UNIQUELY-DESIGNED LANDSCAPE, TAKE A TOUR OF THE HISTORIC PINES HOME, PARTICIPATE IN ONE OF THE MANY HANDS-ON EDUCATIONAL PROGRAMS, AND DISCOVER BEAUTIFUL ART AND MUSIC IN A RELAXED SETTING. DOW GARDENS IS COMPRISED ON AN ESTATE GARDEN, HISTORIC HOME, AND THRIVING FOREST. DOW GARDENS IS A SIGNATURE GIFT OF THE HERBERT H. AND GRACE A. DOW FOUNDATION.	4,146,955
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	N/A
2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... right arrow

Form 990-PF (2023)

Page 8

Part IX

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

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

purposes:

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

319,817,099

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

6,994,318

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

283,234,748

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

610,046,165

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

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

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

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

610,046,165

Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see

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

9,150,692

Net value of noncharitable-use assets. Subtract line 4 from line 3. ............

600,895,473

Minimum investment return. Enter 5% (0.05) of line 5................

30,044,774

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.)

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

30,044,774

Tax on investment income for 2022 from Part V, line 5.......

536,817

Income tax for 2022. (This does not include the tax from Part V.) ...

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

536,817

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

29,507,957

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

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

29,507,957

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

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

29,507,957

Part XI

Qualifying Distributions (see instructions)

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

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

23,911,964

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

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

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

203,624

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

24,115,588

Form 990-PF (2023)

Page 9

Part XII

Undistributed Income (see instructions)

	(c) 2022	(d) 2023
1 Distributable amount for 2023 from Part X, line 7		29,507,957
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only.......	1,467,779
b Total for prior years:20 , 20, 20
3 Excess distributions carryover, if any, to 2022:
a From 2018......
b From 2019......
c From 2020......
d From 2021......
e From 2022......
f Total of lines 3a through e ........
4Qualifying distributions for 2023 from Part
XI, line 4: $ 24,115,588
a Applied to 2022, but not more than line 2a	1,467,779
b Applied to undistributed income of prior years (Election required—see instructions).....
c Treated as distributions out of corpus (Election required—see instructions)........
d Applied to 2023 distributable amount.....		22,647,809
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2023.
(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
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2022. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2023. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2024 ..........		6,860,148
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......
8 Excess distributions carryover from 2018 not applied on line 5 or line 7 (see instructions) ...
9 Excess distributions carryover to 2024. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2019....
b Excess from 2020....
c Excess from 2021....
d Excess from 2022....
e Excess from 2023....

Form 990-PF (2023)

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 2023, enter the date of the ruling ...... right arrow

b Check box to indicate whether the organization is a private operating foundation described in section 4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part IX for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2023	(b) 2022	(c) 2021	(d) 2020	(e) Total

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).)

NONE

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

NONE

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

Check here right arrow

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

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

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

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

THE FORMAL GRANT APPLICATION CAN BE FOUND ON THE HERBERT H. AND GRACE A. DOW FOUNDATION WEBSITE AT WWW.HHGADOWFDN.COM. THE FIRST STEP IN THE TWO-STAGE PROCESS CONSISTS OF THE SUBMISSION OF A LETTER OF INTEREST (LOI). THE SECOND STEP IS BY INVITATION ONLY TO ORGANIZATIONS WITH REQUESTS THAT BEST ALIGN WITH FOUNDATION MISSION AND CURRENT GRANTMAKING PRIORITIES. APPLICANTS WILL BE ASKED TO INCLUDE THE FOLLOWING INFORMATION IN A PROPOSAL: A SUMMARY SETTING FORTH THE NATURE AND POTENTIAL RESULTS OF THE PROGRAM FOR WHICH FUNDING IS SOUGHT; THE TOTAL COST OF THE PROJECT, INCLUDING ANY ENDOWMENT FOR OPERATIONS; THE TOTAL AMOUNT SOUGHT FROM THE FOUNDATION, AND OVER WHAT PERIOD OF TIME THE GRANT MAY BE DISBURSED, AS WELL AS ANY OTHER FUNDING SOURCES BEING SOUGHT FOR THE PROJECT; EVIDENCE OF THE ORGANIZATION'S TAX-EXEMPT STATUS UNDER INTERNAL REVENUE CODE SECTION 501(C)(3); A DETAILED ANNUAL ORGANIZATION BUDGET AND AUDITED FINANCIAL STATEMENT FOR THE ORGANIZATION; THE NAMES OF MANAGEMENT AND OF T

cAny submission deadlines:

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

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

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

Form 990-PF (2023)

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
SEE ATTACHED 1018 W MAIN STREET MIDLAND,MI48640			VARIOUS	9,052,330
SEE ATTACHED 1018 W MAIN STREET MIDLAND,MI48640			VARIOUS	10,860,302
SEE ATTACHED 1018 W MAIN STREET MIDLAND,MI48640			VARIOUS	56,000
Total ................................. 3a				19,968,632

bApproved for future payment
SEE ATTACHED 1018 W MAIN STREET MIDLAND,MI48640	VARIOUS	14,380,000
Total ................................. 3b		14,380,000

Form 990-PF (2023)

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	(e) Related or exempt function income (See instructions.)
aDOW GARDENS ADMISSIONS					1,052,926
bHORTICULTURAL CLASSES					19,217
cPINES ADMISSIONS					14,841
dHORTICULTURE SUP/EQUIP SALE					29,621
e
f
gFees and contracts from government agencies
2 Membership dues and assessments ....
3 Interest on savings and temporary cash investments ...........			14	101,826
4 Dividends and interest from securities ....			14	9,633,058
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....			16	2,241
6 Net rental income or (loss) from personal property
7 Other investment income .....			18	7,823,572
8 Gain or (loss) from sales of assets other than inventory ............			1	21,559,110
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory	453220	289,222
11 Other revenue: aWEDDINGS					28,987
bMISC					2,337
cSEE K-1 UBI INCOME ATTACHME	900099	375,021
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		664,243		39,119,807	1,147,929

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

40,931,979

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

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

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

Form 990-PF (2023)

Page 13

Part XVI

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

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

Yes

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........Yes No

If "Yes," complete the following schedule.

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

Sign Here

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

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

Form 990-PF (2023)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2023 AccountingFeesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	50,125	25,063		25,063

- TIN:

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

TY 2023 DepreciationSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income	Cost of Goods Sold Not Included
SEE ATTACHED LISTING		351,831	9,740,500			2,304,663

- TIN:

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

TY 2023 GainLossSaleOtherAssetsSch

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Name	How Acquired	Basis	Accumulated Depreciation
LAND IMPROV. ADDITIONS	PURCHASE	42,881	42,881
GREENHOUSE GLASS (9 PANES)	PURCHASE	4,768	4,768
TITAL GOLF CART - SERIAL 2733617	PURCHASE	4,135	4,135

- TIN:

TY 2023 InvestmentsCorpStockSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Name of Stock	End of Year Book Value	End of Year Fair Market Value
DUPONT STOCK
DOW CHEMICAL STOCK	32,075,016	32,075,016
DFA INTL SMALL CAP VALUE
DFA INFLATION PROTECTED	7,144,377	7,144,377
DFA US LARGE CAP	6,481,844	6,481,844
AMERICAN NEW PERSPECTIVE FUND

- TIN:

TY 2023 InvestmentsOtherSchedule2

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
16-1625273 - APJOHN	FMV	153,284	153,284
26-3886702 - AQR STYLE PREMIA	FMV	7,201,441	7,201,441
03-0469267 - ARBORETUM 1	FMV	580,002	580,002
20-3879026 - ARBORETUM 1A	FMV	282,224	282,224
20-8495541 - ARBORETUM 2	FMV	82,829	82,829
27-4709037 - ARBORETUM VENTURES III	FMV	377,150	377,150
47-4200749 - ARBORETUM VENTURES IV	FMV	569,205	569,205
36-4443622 - ARCH DEVELOPMENT FUND 1	FMV
06-1582470 - ARCH VENTURE FUND V	FMV	263,140	263,140
27-3114657 - ARSENAL VENTURE CAPITAL	FMV	3,731,290	3,731,290
81-3994795 - AUXO INVESTMENT PARTNER	FMV	920,701	920,701
81-4008189 - AUXO GROWTH HOLDINGS I	FMV	8,135,233	8,135,233
38-7142204 - BLACKSTONE ALTERNATIVES	FMV	1,011,765	1,011,765
36-4800114 - BLACKSTONE CAPITAL	FMV	7,904,209	7,904,209
13-3492071 - BLACKSTONE PARTNERS INV	FMV	18,869,622	18,869,622
98-1386129 - CARLYLE PE ACCESS FUND	FMV	7,716,598	7,716,598
61-1780481 - CARLYLE STRAT. PART. IV	FMV	4,095,384	4,095,384
61-1742367 - FORTRESS CREDIT OPP IV	FMV	1,922,406	1,922,406
98-1439362 - FORTRESS CREDIT OPP V	FMV	8,408,716	8,408,716
38-4046268 - FORTRESS INTELLECT PROP	FMV	3,006,393	3,006,393
32-0431732 - FORTRESS RE OPP. II	FMV	590,962	590,962
32-0499393 - FORTRESS RE OPP. III	FMV	8,922,719	8,922,719
62-1451003 - GT PARTNERS LP	FMV	20,055,203	20,055,203
62-1570892 - GT GLOBAL HEDGE MKT	FMV	18,321,864	18,321,864
83-2178554 - KKR PRINCIPAL OPP	FMV	8,648,816	8,648,816
38-7136002 - LS REAL ESTATE REC IV	FMV	823,516	823,516
46-6669749 - LS VIII RECOVERY TRUST	FMV	261,554	261,554
38-3431245 - NORTHCOAST	FMV	54,353	54,353
13-4359956 - NCTI III LIMITED PTRSHP	FMV	2,524,625	2,524,625
82-3021163 - NCTI IV, PARTNERSHIP	FMV	132,832	132,832
82-3278140 - PRIVATE EQUITY CO INV.	FMV	7,463,451	7,463,451
83-2538130 - PEG GLOBAL PRIVATE EQ.	FMV	51,518,741	51,518,741
35-2491286 - RCP DIRECT II LP	FMV	849,661	849,661
37-1884177 - RCP DIRECT III	FMV	6,990,511	6,990,511
45-3135867 - RCP FUND VIII LP	FMV	1,038,943	1,038,943
36-4766444 - RCP FUND IX LP	FMV	2,159,317	2,159,317
32-0457025 - RCP FUND X	FMV	2,256,317	2,256,317
35-2550581 - RCP FUND XI	FMV	2,025,803	2,025,803
37-1860110 - RCP FUND XII, LP	FMV	3,660,963	3,660,963
83-0557610 - RCP FUND XIII	FMV	6,939,894	6,939,894
90-0852883 - RCP SECONDARY OPP. II	FMV	491,740	491,740
61-1855521 - RCP SECONDARY OPP III	FMV	3,098,024	3,098,024
80-0805959 - RENAISSANCE VENTURE CAP	FMV	4,198,878	4,198,878
ABRAAJ GROWTH MARKETS	FMV	3,505,730	3,505,730
BLACKROCK CORE BOND	FMV	3,686,031	3,686,031
BLACKROCK EMERGING MARKETS	FMV	8,608,233	8,608,233
BRANDYWINEGLOBAL - DIAMOND HILL	FMV	8,067,391	8,067,391
BREP EUROPE IV REAL	FMV	785,397	785,397
BREP EUROPE VI SC SP	FMV	7,529,288	7,529,288
CARLYLE US EQUITY	FMV	1,052,309	1,052,309
CARLYLE US REALTY	FMV	555,123	555,123
CEMOF II FOREIGN INVESTORS	FMV	485,222	485,222
CION ARES DIVERSIFIED	FMV	14,132,721	14,132,721
CRESCENT VI MEZZANINE	FMV	451,424	451,424
CSP III DISTRESSED	FMV	189,951	189,951
DFA EMERGING MARKETS CORE EQTY	FMV	8,656,227	8,656,227
DRIEHAUS EMERGING MARKET GROWTH	FMV	8,681,269	8,681,269
FIDELITY TOTAL MARKET	FMV	45,146,992	45,146,992
FR XIII GLOBAL ENERGY	FMV	2,276,051	2,276,051
GI PARTNERS IV	FMV	2,660,021	2,660,021
GOLDMAN SACHS VINTAGE VI	FMV	413,462	413,462
GOLDMAN SACHS VINTAGE VII	FMV	2,682,731	2,682,731
GS PRIVATE MIDDLE MARKET CR	FMV	2,216,249	2,216,249
GSO MEZZANINE FINANCE	FMV	345,786	345,786
ISHARES CORE US	FMV	33,126,772	33,126,772
JP MORGAN GLOBAL BOND	FMV	7,830,798	7,830,798
JP MORGAN INTREPID	FMV
MOON CAPITAL GLOBAL	FMV
PIMCO CORPORATE OPPORTUNITY	FMV	3,686,678	3,686,678
PIMCO ST	FMV	7,132,852	7,132,852
PMC PARTNERS I OFFSHORE	FMV	8,321	8,321
SCHWAB US BROAD MARKET ETF	FMV	24,056,844	24,056,844
THORNBURG INTERNATIONAL GROWTH	FMV
VANGUARD SMALL CAP ETF	FMV	6,831,501	6,831,501
VANGUARD TOTAL STOCK MARKET	FMV	21,210,789	21,210,789
VESEY STREET FUND	FMV	3,455,657	3,455,657
US TREASURY NOTES	FMV	11,965,032	11,965,032
DIMENSIONAL INTERN CORE	FMV	30,148,354	30,148,354
TRUEBRIDGE FUND VII	FMV	2,002,340	2,002,340
TRUBRIDGE FUND VIII	FMV	33,527	33,527
AMER FDS EUROPAC GROWTH	FMV	6,856,096	6,856,096
WISDOMTREE INTRANET	FMV	4,125,861	4,125,861
I SHARES COSRE MSCI	FMV	9,858,286	9,858,286
PIMCO STOCK INTL	FMV	6,090,581	6,090,581
OAKMARK INTL	FMV	2,552,561	2,552,561
MFS INTL DIVERSIFICATION	FMV	6,906,796	6,906,796

- TIN:

TY 2023 LandEtcSchedule2

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
SEE ATTACHED	49,396,737	19,534,795	29,861,942	29,861,942

- TIN:

TY 2023 LegalFeesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL FEES	76,819			76,439

- TIN:

TY 2023 OtherExpensesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
GIFT SHOP & BEVERAGE SALES
BANK FEES	23		23
INFORMATION TECH & SOFTWARE	739		739
EVENTS/PROGRAMS/CLASSES	285		285
EMPLOYEE EXPENSES	320		320
MEMBERSHIPS AND SUBSCRIPTIONS	77		77
SUPPLIES	1,878		1,878
ADVERTISING	768		768
EXPENSES
EMPLOYEE EXPENSES	23,639			24,035
BANK FEES	61,378	1,193		60,185
INSURANCE	41,110			41,125
PAYROLL PROCESSING FEES	2,396	18		2,378
PRESIDENT'S EXPENSES	35,000	8,750		26,250
ASSOCIATE STIPENDS	12,000			12,000
SUPPLIES	277,872			229,136
MISCELLANEOUS	-1,505			-1,763
CLASSES AND EVENTS	58,506			108,481
ADVERTISING	12,431			12,271
INFORMATION TECH & SOFTWARE	146,634			146,062
POSTAGE	3,595			3,595
MEMBERSHIPS & SUBSCRIPTIONS	8,165			8,265
SPECIAL PROJECTS	10,733			14,991
FINES, PENALTIES, & JUDGMENTS
FUEL	12,628			12,044
HOUSEKEEPING SUPPLIES	25,902			31,984
UNIFORMS	14,607			14,607
COMMUNITY PARTICIPATION	10,358			9,508
K-1 BOOK/TAX DIFFERENCE	10,340,015
BUSINESS EXPENSES	20			20
LOSS ON DONATED LAND HELD FOR	1,305,631
HORTICULTURE PURCHASES	9,103		9,103

- TIN:

TY 2023 OtherIncomeSchedule2

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
DOW GARDENS ADMISSIONS	1,052,926		1,052,926
HORTICULTURAL CLASSES	19,217		19,217
PINES ADMISSIONS	14,841		14,841
HORTICULTURE SUP/EQUIP SALES	29,621		29,621
SEE K-1 INCOME ATTACHMENT	7,823,572	7,823,572
WEDDINGS	28,987		28,987
MISC	2,337		2,337
SEE K-1 UBI INCOME ATTACHMENT	375,021		375,021

- TIN:

TY 2023 OtherIncreasesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Amount
UNREALIZED GAIN	38,132,628

- TIN:

TY 2023 OtherLiabilitiesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Description	Beginning of Year - Book Value	End of Year - Book Value
DEFERRED TAX LIABILITY	738,978	1,184,713
EXCISE TAX PAYABLE	320,000	200,000
UNRELATED BUSINESS TAX PAYABLE	175,210	75,000

- TIN:

TY 2023 OtherProfessionalFeesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT MANAGEMENT FEES	203,476	203,476
CONTRACTED SERVICES	76,261			62,240
CONSULTANT	35,315			34,879
GIFT SHOP & BEVERAGE SALES	12,856		12,856
INVESTMENT UBI	339,742		339,742

- TIN:

TY 2023 SalesOfInventoryList

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Gross Sales	Cost of Goods Sold	Net (Gross Sales Minus Cost of Goods Sold)
GIFT SHOP & BEVERAGE SALES	585,375	296,153	289,222

- TIN:

TY 2023 TaxesSchedule

Name:

THE HERBERT H & GRACE A DOW

FOUNDATION

EIN:

38-1437485

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
UBI TAXES	137,290
LICENSE & PERMITS	4,849			4,818
EXCISE TAX	1,327,337
PROPERTY TAX	986	986
GIFT SHOP & BEVERAGE SALES	273		273