TY 2024 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

2024

Open to Public Inspection

For calendar year 2024, or tax year beginning 01-01-2024 , and ending 12-31-2024

Name of foundation
Robert W Woodruff Foundation Inc

Number and street (or P.O. box number if mail is not delivered to street address)191 Peachtree Street NE 3540
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Atlanta, GA303031799

A Employer identification number

58-1695425

B Telephone number (see instructions)

(404) 522-6755

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

$4,180,168,973J 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	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments	9,276,957		9,276,957
4	Dividends and interest from securities...	108,310,255		108,310,255
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		302,290,235
b	Gross sales price for all assets on line 6a 616,891,771
7	Capital gain net income (from Part IV, line 2)...			302,290,235
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).......	List of Attached Documents: // Content	1	1
12	Total. Add lines 1 through 11........	419,877,448		419,877,448
13	Compensation of officers, directors, trustees, etc.	946,683		225,316	721,367
14	Other employee salaries and wages......	530,885		24,813	506,072
15	Pension plans, employee benefits.......	331,542		36,088	295,454
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	36,513	2,556	33,957
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	1,615,401	1,602,446	12,955
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	5,600,000	0	0
19	Depreciation (attach schedule) and depletion...	List of Attached Documents: // Content	4,040	283
20	Occupancy..............	118,249		8,277	109,972
21	Travel, conferences, and meetings.......	37,601		14,019	23,582
22	Printing and publications..........	777		54	723
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	120,405	6,126	114,279
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	9,342,096		1,919,978	1,818,361
25	Contributions, gifts, grants paid.......	182,298,294			182,298,294
26	Total expenses and disbursements. Add lines 24 and 25	191,640,390		1,919,978	184,116,655
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	228,237,058
b	Net investment income (if negative, enter -0-)			417,957,470
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2024)

Form 990-PF (2024)

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.............	5,790	5,417	5,417
	2	Savings and temporary cash investments.........	62,994,169	51,501,684	51,501,684
	3	Accounts receivable
		Less: allowance for doubtful accounts
	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..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	40,724,011	List of Attached Documents: // Content 55,638,139	55,710,720
	b	Investments—corporate stock (attach schedule).......	696,527,915	List of Attached Documents: // Content 855,632,797	3,682,420,490
	c	Investments—corporate bonds (attach schedule).......	169,547,871	List of Attached Documents: // Content 361,930,811	359,547,866
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........
	14	Land, buildings, and equipment: basis 22,042,895
		Less: accumulated depreciation (attach schedule) 678,680	21,368,255	List of Attached Documents: // Content 21,364,215	30,250,236
	15	Other assets (describe )	List of Attached Documents: // Content 356,378	List of Attached Documents: // Content 398,911	List of Attached Documents: // Content 732,560
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	991,524,389	1,346,471,974	4,180,168,973
	17	Accounts payable and accrued expenses..........
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )	List of Attached Documents: // Content 1,970	List of Attached Documents: // Content 2,608
	23	Total liabilities (add lines 17 through 22).........	1,970	2,608
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........	991,522,419	1,346,469,366
	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).....	991,522,419	1,346,469,366
	30	Total liabilities and net assets/fund balances (see instructions).	991,524,389	1,346,471,974

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

991,522,419

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

228,237,058

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

List of Attached Documents:

// Content

126,709,889

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

1,346,469,366

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 .

1,346,469,366

Form 990-PF (2024)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	PUBLICLY TRADED SECURITIES
b
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	616,891,771	314,601,536	302,290,235
b
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			302,290,235
b
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	302,290,235
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

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	5,809,609
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	5,809,609
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	5,809,609
6	Credits/Payments:

a	2024 estimated tax payments and 2023 overpayment credited to 2024	6a	5,849,616
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	5,849,616
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. List of Attached Documents: // Content		8	0
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	40,007
11	Enter the amount of line 10 to be: Credited to 2025 estimated tax40,007	Refunded	11	0

Form 990-PF (2024)

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

$ 0(2) On foundation managers. right arrow

$ 0

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

on foundation managers. right arrow

$ 0

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?.........

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

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 2024 or the taxable year beginning in 2024? 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 Click to see list of attachments

List of Attached Documents:

// Content

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

Yes

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 Click to see attachment

List of Attached Documents:

// Content

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

Yes

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

Yes

Website address right arrow

www.woodruff.org

The books are in care of right arrow

Sara E Blalock Secretary Telephone no. right arrow

(404) 522-6755

Located at right arrow

191 Peachtree Street NE Suite 3540AtlantaGA ZIP+4 right arrow

303031799

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 2024, 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 (2024)

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)

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)

(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 2024? .............

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 2024, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2024?....................

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 2024 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 2024.) .....................

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 2024? ..

Form 990-PF (2024)

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)

Yes

(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? .................

Yes

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

List of Attached Documents:

// Content

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? .........................

Yes

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
James B Williams	Trustee- deceased 1/23/2024 1.00	0	0	137
191 Peachtree St Suite 3540 Atlanta,GA30303	Trustee- deceased 1/23/2024 1.00	0	0	137
E Jenner Wood III	Trustee- Chair 4.00	35,000	0	1,856
191 Peachtree St Suite 3540 Atlanta,GA30303	Trustee- Chair 4.00	35,000	0	1,856
Lawrence L Gellerstedt III	Trustee 1.00	35,000	0	1,856
191 Peachtree St Suite 3540 Atlanta,GA30303	Trustee 1.00	35,000	0	1,856
David P Stockert	Trustee 2.00	45,000	0	1,856
191 Peachtree St Suite 3540 Atlanta,GA30303	Trustee 2.00	45,000	0	1,856
Joseph A Arnold	Trustee 1.00	35,000	0	1,856
191 Peachtree St Suite 3540 Atlanta,GA30303	Trustee 1.00	35,000	0	1,856
P Russell Hardin	President 17.00	454,568	40,736	2,842
191 Peachtree St Suite 3540 Atlanta,GA30303	President 17.00	454,568	40,736	2,842
Erik S Johnson	Vice President & Secretary 17.00	185,120	39,510	2,531
191 Peachtree St Suite 3540 Atlanta,GA30303	Vice President & Secretary 17.00	185,120	39,510	2,531
Eli P Niepoky	Treasurer 17.00	156,995	43,369	2,531
191 Peachtree St Suite 3540 Atlanta,GA30303	Treasurer 17.00	156,995	43,369	2,531

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 Smith	Grants Program Direc 17.00	87,218	20,150	675
191 Peachtree St Suite 3540 Atlanta,GA30303	Grants Program Direc 17.00	87,218	20,150	675
Sarah Tablan	Controller 17.00	77,608	25,949	675
191 Peachtree St Suite 3540 Atlanta,GA30303	Controller 17.00	77,608	25,949	675
Carrie Conway	Senior Program Offic 17.00	65,148	28,280	675
191 Peachtree St Suite 3540 Atlanta,GA30303	Senior Program Offic 17.00	65,148	28,280	675
Katrina Voegtlin	Assistant Controller 17.00	54,112	31,418	675
191 Peachtree St Suite 3540 Atlanta,GA30303	Assistant Controller 17.00	54,112	31,418	675
Dahlia Brown	Program Officer 17.00	50,374	27,586	675
191 Peachtree St Suite 3540 Atlanta,GA30303	Program Officer 17.00	50,374	27,586	675
Total number of other employees paid over $50,000...................				3

Form 990-PF (2024)

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
GANNETT WELSH & KOTLER LLC	INVESTMENT MANAGER	486,068
222 BERKELEY STREET 15TH FLOOR BOSTON,MA02116	INVESTMENT MANAGER	486,068
T ROWE PRICE ASSOCIATES	INVESTMENT MANAGER	463,557
PO BOX 64043 BALTIMORE,MD21264	INVESTMENT MANAGER	463,557
TRUIST	INVESTMENT ADVISOR	381,569
303 PEACHTREE ST ATLANTA,GA30308	INVESTMENT ADVISOR	381,569
MERGANSER	INVESTMENT MANAGER	258,668
99 HIGH ST BOSTON,MA02110	INVESTMENT MANAGER	258,668

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


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......................... right arrow

Form 990-PF (2024)

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

4,085,225,930

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

188,531

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

672,998

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

4,086,087,459

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

1c (attach detailed explanation) Click to see attachment

List of Attached Documents:

// Content

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

149,350,262

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

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

4,086,087,459

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

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

61,291,312

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

4,024,796,147

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

201,239,807

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

201,239,807

Tax on investment income for 2024 from Part V, line 5 .......

5,809,609

Income tax for 2024. (This does not include the tax from Part V.) ...

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

5,809,609

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

195,430,198

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

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

195,430,198

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

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

195,430,198

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 ..........

184,116,655

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

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. .......

184,116,655

Form 990-PF (2024)

Page 9

Part XII

Undistributed Income (see instructions)

	(a) Corpus	(b) Years prior to 2023	(c) 2023	(d) 2024
1 Distributable amount for 2024 from Part X, line 7				195,430,198
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only.......			177,634,927
b Total for prior years:20 , 20, 20		0
3 Excess distributions carryover, if any, to 2024:
a From 2019......
b From 2020......
c From 2021......
d From 2022......
e From 2023......
f Total of lines 3a through e ........	0
4Qualifying distributions for 2024 from Part
XI, line 4: $ 184,116,655
a Applied to 2023, but not more than line 2a			177,634,927
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 2024 distributable amount.....				6,481,728
e Remaining amount distributed out of corpus	0
5 Excess distributions carryover applied to 2024.	0			0
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5	0
b Prior years’ undistributed income. Subtract line 4b from line 2b ..........		0
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......		0
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........		0
e Undistributed income for 2023. Subtract line 4a from line 2a. Taxable amount—see instructions .............			0
f Undistributed income for 2024. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2025 ..........				188,948,470
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 2019 not applied on line 5 or line 7 (see instructions) ...	0
9 Excess distributions carryover to 2025. Subtract lines 7 and 8 from line 6a ......	0
10 Analysis of line 9:
a Excess from 2020....
b Excess from 2021....
c Excess from 2022....
d Excess from 2023....
e Excess from 2024....

Form 990-PF (2024)

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 2024, 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) 2024	(b) 2023	(c) 2022	(d) 2021	(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).)

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 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:

Erik S Johnson President
191 Peachtree St NE Suite 3540
Atlanta,GA30303
(404) 522-6755

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

Application form not required. Proposals should be submitted via the Foundation's online application portal on its website. Before submitting a formal grant request, prospective grantees are encouraged to submit an informal inquiry to fdns@woodruff.org. The grant request should be made in letter form and include the following information: - A description of the organization, its purposes, programs, staffing and governing board - The organization's latest financial statements including the most recent audit report - A description of the proposed project and full justification for its funding - An itemized project budget, including other sources of support in hand or anticipated - Evidence from the IRS of the organization's tax-exempt status and that the applying organization itself is not a private foundation.

cAny submission deadlines:

Grant applications are considered in April and November for requests received by Feb. 1 and Aug. 15.

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

Grants generally are limited to tax-exempt charities and selected governmental agencies located and operating in Georgia, with most grants awarded to organizations in Atlanta. Grants to qualified public charities headquartered outside Georgia occasionally are considered when it is demonstrated that the proposed project will have particular impact in Georgia and fits within the program interests of the Foundation. These interests are focused on the following program areas: - Elementary, secondary and higher education - Health care and education - Human services, particularly for children and youth - Economic development and civic affairs - Art and cultural activities - Conservation of natural resources and environmental education. Grants for regular operating expenses are avoided. No grants are made to individuals.

Form 990-PF (2024)

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
American Cancer Society PO Box 1685 Atlanta,GA30301		PC	Support of research partnership with the Winship Cancer Institute.	1,500,000
American Red Cross 1955 Monroe Drive Atlanta,GA30324		PC	Disaster relief for victims of Hurricane Helene in Georgia.	2,000,000
APF Support Inc fbo Atlanta Police Foundation 191 Peachtree Street NE Suite 191 Atlanta,GA30303		SO I	Construction of enhancement projects identified by the community for the Public Safety Training Center campus.	10,000,000
Atlanta Beltline Partnership 970 Jefferson Street NW Suite 4 Atlanta,GA30318		PC	Completion of the 22-mile trail corridor loop ($75 million) and support for the Legacy Resident Retention Program ($2.5 million) and Partnership operations ($2.5 million).	10,700,062
Atlanta History Center 130 West Paces Ferry Road Northwest Atlanta,GA30305		PC	$48.5 million centennial anniversary campaign to improve the museum with new exhibits, digital storytelling, childrens offerings and campus updates.	6,000,002
Berry College 2277 Martha Berry Hwy NW Mount Berry,GA30149		PC	$33.4 million campaign to construct a health sciences building.	5,000,042
Candid 32 Old Slip 24th Floor New York,NY10005		PC	Support of Candid's Atlanta office.	100,000
Community Foundation for Greater Atlanta 191 Peachtree Street NE Suite 1000 Atlanta,GA30303		PC	Renovation of Crestview Health and Rehabilitation Center, expansion of neighborhood outpatient centers, and other priority projects as part of Grady Health Systems $110 million campaign.	40,000,051
Community Foundation for Greater Atlanta 191 Peachtree Street NE Suite 1000 Atlanta,GA30303		PC	Development of Georgia State University's Panther Quad and associated improvements from 100 Edgewood to Woodruff Park.	60,000,101
Community Foundation for the Central Savannah River Area P O Box 31358 Augusta,GA30903		PC	Disaster relief for victims of Hurricane Helene in Georgia.	1,000,000
Emory University 201 Dowman Drive Atlanta,GA30322		PC	Support to expand the nurse residency program at Emory Healthcare ($5 million) and pilot a nurse fellowship program at Emory's Nell Hodgson Woodruff School of Nursing ($3.5 million).	3,500,000
Emory University 201 Dowman Drive Atlanta,GA30322		PC	Support of the Rollins Epidemiology Fellowship program.	1,700,000
Georgia Center for Nonprofits 881 Memorial Dr SE Suite 1001 Atlanta,GA30316		PC	Support of operations and capacity-building programs to strengthen nonprofits in Georgia.	250,000
Georgia Council on Economic Education PO Box 1619 Atlanta,GA303011619		PC	Support of programs to strengthen K-12 economics education in Georgia.	200,000
Georgia Research Alliance 270 Peachtree Street NW Suite 2200 Atlanta,GA30303		PC	Support for a collaborative initiative to research neurodegenerative diseases and establishment of the Calvin Smyre GRA Eminent Scholar Chair.	963,000
Georgia State University Foundation PO Box 3999 Atlanta,GA303023999		PC	Construction of training facilities ($10 million) and expansion of nursing education pipeline ($2 million) in partnership with Grady Health System.	855,000
Georgia World Congress Center Authority 285 Andrew Young International Blvd NW Atlanta,GA303131591		GOV	Support of improvements to the Fountain of Rings at Centennial Olympic Park.	2,500,000
Grady Health Foundation 191 Peachtree Street Suite 820 Atlanta,GA30303		PC	Construction of training facilities ($6.6 million) and expansion of nursing education pipeline ($5 million) in partnership with Georgia State University.	2,000,000
Greater Atlanta Chamber Foundation 191 Peachtree Street NE Suite 3400 Atlanta,GA30303		PC	Support of Downtown Reimagined initiative.	1,500,000
Greater Atlanta Chamber Foundation 191 Peachtree Street NE Suite 3400 Atlanta,GA30303		PC	Support of study to evaluate regional water needs and supply sources.	680,000
GreenLight Fund 384 Northyards Boulevard NW Building 100 Atlanta,GA30313		PC	Support of GreenLight Atlanta Fund II to launch four social innovation programs to improve economic mobility.	200,000
HJ Russell Center for Innovation and Entrepreneurship 504 Fair Street Atlanta,GA30313		PC	Capital expansion as part of $44.5 million campaign to support entrepreneurs in Atlanta.	2,500,000
Ichauway Incorporated 3988 Jones Center Drive Newton,GA39870		POF	2024 capital and operating needs.	12,600,000
Jewish HomeLife 3150 Howell Mill Road NW Atlanta,GA30327		PC	Improvements to William Breman Jewish Home and Balser Tower as part of $15.25 million campaign.	1,000,000
KidsPeace 101 KidsPeace Drive Bowdon,GA30108		PC	Facility improvements for Bowdon campus, a residential treatment facility for youth with mental health and behavioral challenges.	350,000
Park Pride PO Box 4936 Atlanta,GA30302		PC	Support of the Legacy Grant Program to provide grants for park improvement projects.	1,700,000
PATH Foundation 1601 W Peachtree Street NE Atlanta,GA30309		PC	$17.6 million campaign to add 18 new miles of trails.	2,000,000
Robert W Woodruff Arts Center 1280 Peachtree Road Northeast Atlanta,GA30309		PC	$67 million campaign to update facilities and community spaces.	10,000,036
Woodward Academy 1662 Rugby Avenue College Park,GA303372199		PC	$12.5 million Phase I campaign to renovate Brewster Hall and construct the Chapel Garden Pavilion.	1,250,000
Wylde Center 435 Oakview Road Decatur,GA30030		PC	$2.9 million campaign to improve greenspaces and expand environmental education programs.	250,000
Total ................................. 3a				182,298,294

bApproved for future payment
Community Foundation for Greater Atlanta 191 Peachtree Street NE Suite 1000 Atlanta,GA30303	PC	Development of Georgia State University's Panther Quad and associated improvements from 100 Edgewood to Woodruff Park.	20,000,000
Emory University 201 Dowman Drive Atlanta,GA30322	PC	Support of the Rollins Epidemiology Fellowship program.	2,000,000
Furkids 5235 Union Hill Rd Cumming,GA30040	PC	$14.5 million campaign to complete shelters for animal rescue organization.	500,000
Greater Atlanta Chamber Foundation 191 Peachtree Street NE Suite 3400 Atlanta,GA30303	PC	Support of Downtown Reimagined initiative.	1,500,000
Ichauway Incorporated 3988 Jones Center Drive Newton,GA39870	POF	2025 capital and operating needs.	13,100,000
Morehouse College 830 Westview Dr SW Atlanta,GA30314	PC	Construction of Campus Center.	20,000,000
Morehouse School of Medicine 720 Westview Dr SW Atlanta,GA30314	PF	Construction of academic and research building as part of $500 million campaign.	20,000,000
Total ................................. 3b			77,100,000

Form 990-PF (2024)

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.)
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	9,276,957
4 Dividends and interest from securities ....			14	108,310,255
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property
7 Other investment income .....
8 Gain or (loss) from sales of assets other than inventory ............			18	302,290,235
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aICHAUWAY, INC. RENT			16	1
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		0		419,877,448	0

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

419,877,448

(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.)

Form 990-PF (2024)

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 (2024)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2024 AccountingFeesSchedule

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
AUDIT FEES	36,513	2,556		33,957

- TIN:

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

TY 2024 DepreciationSchedule

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense
AV EQUIPMENT	2011-07-01	7,988	7,988	SL	5.000000000000	0
FURNITURE & EQUIPMENT	2011-07-01	124,516	124,516	SL	7.000000000000	0
LEASEHOLD IMPROVEMENTS	2011-07-01	60,601	49,877	SL	15.000000000000	4,040
LAND AND BUILDINGS-BAKER CO., GA.	1990-03-01	21,849,790	492,259		0 %	0

- TIN:

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

TY 2024 ExpenditureResponsibilityStmt

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Grantee's Name	Grantee's Address	Grant Date	Grant Amount	Grant Purpose	Amount Expended By Grantee	Any Diversion By Grantee?	Dates of Reports By Grantee	Results of Verification
Ichauway Inc	3988 Jones Center Drive Newton,GA39870	2021-12-07	11,200,000	For 2022 capital and operating needs. Grant was paid in four installments in 2022. Expenditures totaled $10,330,642 in 2022 and $869,358 in 2023.	11,200,000	Grantee did not divert any part of the funds from the purpose of the grant.	12/13/2022; 4/4/2023; 11/29/2023; 4/2/2024; 12/6/2024	Grantee used the grant for operating and capital expenditures in accordance with an approved budget. Grantee submitted full and complete annual reports on the manner in which the grant was spent and the progress made in accomplishing the purposes of the grant. Grantee submits annual audited financial statements as well as monthly unaudited financial statements, and presents a full report to the Foundation's board on its expenditures and accomplishments. Foundation management verified that the requirements of Section 4945(d)(4)(B) and 1.4945-5(b)(3) have been met.
Ichauway Inc	3988 Jones Center Drive Newton,GA39870	2021-12-07	17,585,000	For implementation of a master facilities plan. Grant was paid in six installments between 2021 and 2023 as grantee completed construction. Expenditures totaled $14,736,625 in 2022 and $2,848,375 in 2023.	17,585,000	Grantee did not divert any part of the funds from the purpose of the grant.	4/5/2022; 12/13/2022; 4/4/2023; 11/29/2023; 4/2/2024; 12/6/2024	Grantee used the grant for capital expenditures in accordance with an approved budget. Grantee submitted full and complete annual reports on the manner in which the grant was spent and the progress made in accomplishing the purposes of the grant. Grantee submits annual audited financial statements as well as monthly unaudited financial statements, and presents a full report to the Foundation's board on its expenditures and accomplishments. Foundation management verified that the requirements of Section 4945(d)(4)(B) and 1.4945-5(b)(3) have been met.
Ichauway Inc	3988 Jones Center Drive Newton,GA39870	2022-12-16	12,000,000	For 2023 capital and operating needs. Grant was paid in four installments in 2023. Expenditures totaled $11,897,424 in 2023 and $102,576 in 2024.	12,000,000	Grantee did not divert any part of the funds from the purpose of the grant.	4/4/2023; 11/29/2023; 4/2/2024; 12/6/2024	Grantee used the grant for operating and capital expenditures in accordance with an approved budget. Grantee submitted full and complete annual reports on the manner in which the grant was spent and the progress made in accomplishing the purposes of the grant. Grantee submits annual audited financial statements as well as monthly unaudited financial statements, and presents a full report to the Foundation's board on its expenditures and accomplishments. Foundation management verified that the requirements of Section 4945(d)(4)(B) and 1.4945-5(b)(3) have been met.
Ichauway Inc	3988 Jones Center Drive Newton,GA39870	2023-12-11	12,600,000	For 2024 capital and operating needs. Grant was paid in four installments in 2024. Amounts were fully expended by grantee during 2024.	12,600,000	Grantee did not divert any part of the funds from the purpose of the grant.	4/2/2024; 12/6/2024	Grantee used the grant for operating and capital expenditures in accordance with an approved budget. Grantee submitted full and complete annual reports on the manner in which the grant was spent and the progress made in accomplishing the purposes of the grant. Grantee submits annual audited financial statements as well as monthly unaudited financial statements, and presents a full report to the Foundation's board on its expenditures and accomplishments. Foundation management verified that the requirements of Section 4945(d)(4)(B) and 1.4945-5(b)(3) have been met.

- TIN:

TY 2024 InvestmentsCorpBondsSchedule

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Name of Bond	End of Year Book Value	End of Year Fair Market Value
ABBVIE INC 3.800% 3/15/25	1,510,468	1,517,246
AERCAP IRELAND CAP 6.450% 4/15/27	809,982	823,865
AGL CAPITAL CORP 3.875% 11/15/25	1,002,572	926,398
ALLY AUTO RECEI ABS 3.450% 6/15/27	984,813	975,643
ALLY AUTO RECEIV ABS 5.070% 6/15/31	649,978	653,861
AMERICAN ELECTRIC 3.200% 11/13/27	901,970	891,117
AMERICAN EXPRES ABS 4.650% 7/16/29	1,299,941	1,302,691
AMERICAN EXPRESS ABS 4.870% 5/15/28	999,911	1,005,300
AMERICAN TOWER CORP 2.950% 1/15/25	1,258,981	1,244,203
AMGEN INC 5.150% 3/02/28	953,338	961,952
ASIAN DEV BANK MTN 2.000% 4/24/26	914,637	916,603
ASTRAZENECA FINANCE 4.800% 2/26/27	978,354	985,743
AVIS BUDGET REN ABS 2.360% 3/20/26	769,189	747,637
BAE SYSTEMS PLC 5.000% 3/26/27	547,751	552,338
BANK OF AMER V-Q 1.734% 7/22/27	1,505,665	1,539,628
BANK OF AMERICA ABS 4.790% 5/15/28	1,014,770	1,019,476
BANK OF NY V-D 4.947% 4/26/27	910,000	913,795
BARCLAYS ABS V-M 5.498% 8/15/28	1,100,000	1,104,477
BARCLAYS PLC V-D 6.496% 9/13/27	412,361	425,039
BENCHMARK MTGE CMO 3.662% 2/15/51	14,504	13,956
BK MONTREAL MTN CONV 4.700% 9/14/27	894,606	894,356
BK NVA MTN CONV V-D 4.404% 9/08/28	1,330,000	1,316,647
BK OF AMER CORP V-D 2.551% 2/04/28	646,948	662,655
BLACKROCK FUNDING 4.600% 7/26/27	1,044,969	1,047,383
BMW VEHICLE OWN ABS 5.040% 4/25/31	529,983	535,221
BNP PARIBAS V-Q 2.219% 6/9/26	758,513	740,303
BX MTGE CMO V-M 5.938% 6/15/37	548,136	550,552
BX TRUST CMO V-M 5.212% 9/15/36	996,537	998,130
BX TRUST CMO V-M 5.789% 3/15/41	478,260	481,405
BX TRUST CMO V-M 5.839% 2/15/39	431,463	434,300
BX TRUST CMO V-M 6.038% 5/15/41	630,971	635,518
BX TRUST CMO V-M 6.039% 2/15/41	1,112,213	1,116,048
CHARTER COMM OPT LLC 4.908% 7/23/25	264,228	244,708
CITIGROUP INC V-D 3.070% 2/24/28	1,167,720	1,192,731
CNH EQUIPMENT ABS 4.030% 1/15/30	579,911	571,834
CNH EQUIPMENT ABS 4.300% 2/18/28	624,964	624,288
CNH EQUIPMENT ABS 4.810% 8/15/28	1,289,783	1,294,941
CNH EQUIPMENT T ABS 5.250% 11/15/29	659,926	666,481
COMM MTGE TRUST CMO 1.670% 1/10/38	1,001,289	885,580
COMMONWEALTH EDISON 2.550% 6/15/26	1,436,042	1,515,212
CVS HEALTH CORP 1.300% 8/21/27	964,537	1,037,485
DELL EQUIPMENT ABS 4.590% 8/22/30	519,956	519,646
DUKE ENERGY CORP 2.650% 9/01/26	1,077,300	1,103,474
DUKE ENERGY FLORIDA 2.538% 9/01/31	648,576	663,050
ECOLAB INC 2.700% 11/01/26	693,531	711,818
ENERGY TRANSFER PART 5.500% 6/01/27	1,216,107	1,240,729
ENTERPRISE FLE ABS 5.230% 3/20/30	495,882	499,507
ENTERPRISE FLEE ABS 5.610% 4/20/28	599,957	610,380
FEDERAL REALTY INV 1.250% 2/15/26	955,844	1,017,547
FIFTH THIRD AUT ABS 5.530% 8/15/28	1,199,926	1,213,176
FIRST NATL MSTR ABS 5.130% 4/15/29	889,667	890,151
FIRSTKEY HOMES ABS 1.266% 10/19/37	1,349,666	1,339,761
FIRSTKEY HOMES ABS 1.339% 9/17/25	1,210,355	1,202,280
FORD CREDIT ABS 2.290% 8/15/31	1,423,023	1,395,590
FORD CREDIT AUT ABS 4.070% 7/15/29	669,995	663,354
FORD CREDIT AUT ABS 4.650% 2/15/28	539,944	540,675
FORD CREDIT AUT ABS 5.230% 5/15/28	489,993	494,258
FORD CREDIT FLO ABS 4.920% 5/15/28	819,994	823,936
GLENCORE FDG V-Q 5.430% 4/04/27	620,000	622,164
GM FINANCIAL ABS 4.210% 10/20/27	814,904	810,452
GM FINANCIAL ABS 5.160% 1/20/27	774,928	776,674
GM FINANCIAL ABS 5.390% 7/20/27	659,962	667,260
GM FINANCIAL ABS 5.540% 5/20/27	649,930	654,336
GM FINANCIAL SEC ABS 5.780% 8/16/28	539,889	549,142
GM FINL AUTO ABS 5.090% 3/22/27	606,640	613,715
GOLDMAN SACHS V-D 2.640% 2/24/28	2,225,000	2,122,116
HONDA AUTO ABS 4.560% 3/15/27	1,634,888	1,635,736
HPEFS EQUIPMENT ABS 5.180% 6/20/31	659,936	663,821
HSBC HLDGS PLC V-Q 2.099% 6/04/26	1,609,375	1,620,664
HYUNDAI AUTO ABS 4.420% 5/15/29	819,940	816,597
HYUNDAI AUTO ABS 5.410% 5/17/27	804,978	814,410
HYUNDAI AUTO REC ABS 1.330% 11/15/27	692,289	685,902
INTL BK RECON MTN 0.650% 2/24/26	1,572,378	1,669,874
JOHN DEERE ABS 5.010% 11/15/27	644,882	647,877
JOHN DEERE OWNE ABS 5.480% 5/15/28	789,946	799,006
JOHN DEERE OWNER ABS 4.960% 11/15/28	354,980	357,734
JOHN DEERE OWNER ABS 5.180% 3/15/28	839,860	846,938
JOHN DEERE OWNER ABS 5.200% 3/15/29	899,824	911,259
JPMBB COML MTG CMO 3.4943% 1/15/48	20,048	20,350
JPMORGAN CHASE V-Q 1.470% 9/22/27	1,457,978	1,567,456
KREDITANSTALT FUR 5.125% 9/29/25	1,595,160	1,593,353
LIFE FINAN CMO V-M 5.692% 5/15/39	1,268,413	1,241,425
LIFE FINANC CMO V-M 5.211% 3/15/38	1,168,882	1,174,830
MASTERCARD INCORPORA 4.100% 1/15/28	1,024,436	1,013,889
MERCEDES-BENZ ABS 4.740% 1/15/27	965,269	966,172
MERCEDES-BENZ ABS 5.320% 1/18/28	539,937	546,421
MORGAN STANLEY V-D 4.968% 7/14/28	1,060,000	1,063,445
MUTUAL OMAHA GLOBAL 5.800% 7/27/26	754,426	764,422
NATIONAL RURAL MTN 4.800% 2/05/27	494,262	496,495
NATIONAL RURALS MTN 5.100% 5/06/27	735,140	740,895
NATL RURAL UTIL 4.120% 9/16/27	645,000	636,312
NATWEST GROUP V-Q 4.892% 5/18/29	698,343	687,946
PEPSICO SINGA V-Q 5.124% 2/16/27	1,075,172	1,078,956
PFIZER INVT ENTERPRI 4.450% 5/19/26	1,598,688	1,597,584
PNC FINL SVCS V-D 4.758% 1/26/27	460,000	459,374
RTX CORP 5.750% 11/08/26	564,492	575,063
SAN DIEGO GAS & ELEC 6.000% 6/01/26	1,117,444	1,091,015
SANTANDER HOLD V-D 5.807% 9/09/26	457,551	462,456
SCHLUMBERGER HLDGS 5.000% 5/29/27	843,965	854,752
SHERWIN WILLIAMS CO 4.550% 3/01/28	484,985	480,979
SYNCHRONY CARD ABS 5.740% 10/15/29	2,019,948	1,997,240
TEXAS EASTERN TRANS 3.500% 1/15/28	778,709	769,999
THARALDSON CMO V-M 6.994% 12/10/34	649,455	646,072
T-MOBILE USA INC 2.625% 4/15/26	410,909	433,661
TOYOTA AUTO REC ABS 4.550% 8/16/27	1,019,934	1,020,734
TRUIST FIN MTN V-D 7.161% 10/30/29	314,255	315,444
VERIZON MAST ABS 1.830% 7/20/28	1,201,725	1,257,883
VERIZON MASTER ABS 5.160% 6/20/29	919,898	928,712
VERIZON MASTER ABS 5.210% 6/20/29	1,679,907	1,695,540
VOLKSWAGEN AUTO ABS 5.020% 6/20/28	1,059,739	1,066,127
VOLKSWAGEN AUTO ABS 5.210% 6/21/27	614,948	620,781
WEC ENERGY GROUP INC 5.600% 9/12/26	455,927	461,882
WELLS FARGO MTN V-Q 2.164% 2/11/26	1,535,445	1,530,318
WHEELS FLEET ABS 5.490% 2/18/39	764,945	773,729
WORLD OMNI AUTO ABS 5.260% 10/15/27	449,962	455,162
XCEL ENERGY INC 3.350% 12/01/26	1,421,928	1,413,779
DODGE & COX INCOME FUND	167,383,763	166,609,189
ISHARES CORE US AGGREGATE BOND ETF	58,251,061	57,526,042
NEUBERGER BERMAN HIGH INCM BD-INS	31,600,892	30,306,786
FED HERMES GOVT OBLIG-PREMIER #117	1,423,441	1,423,441

- TIN:

TY 2024 InvestmentsCorpStockSchedule

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ACADIA HEALTHCARE	798,058	700,853
ADOBE INC	1,442,535	1,297,132
ADVANCED MICRO DEVICES INC	853,937	645,139
AFFIRM HOLDINGS INC CL A	114,886	247,254
AGREE REALTY CORP REIT	1,034,553	1,074,997
ALLIENT INC	15	12
ALPHABET INC CL A	2,037,010	8,901,075
AMAZON.COM INC	2,074,191	11,576,772
AMPHENOL CORP	1,582,406	2,464,364
API GROUP CORP	2,128,078	2,010,579
APPLE INC	2,911,780	11,574,412
APTARGROUP INC	495,268	897,198
ARGENX SE SPONS ADR	766,831	1,123,605
ASML HOLDING NV SPONS ADR	895,332	951,599
ASSURANT INC	780,363	769,724
ATLANTIC UNION BANKSHARES CORP	1,123,427	1,072,951
ATLASSIAN CORPORATION CL A	1,170,860	1,302,083
AUO CORPORATION SPONS ADR	2	2
AURORA INNOVATION INC CL A	138,442	336,231
AZENTA INC	606,214	669,050
BECTON DICKINSON & CO	1,093,238	1,018,193
BIO RAD LABORATORIES CL A	1,086,442	1,062,401
BJ'S WHOLESALE CLUB HOLDINGS	638,135	2,203,550
BOEING CO	1,015,141	1,074,036
BOOKING HOLDINGS INC	1,097,067	2,399,747
BOOZ ALLEN HAMILTON HOLDING CL A	525,869	1,227,669
BRIGHT HORIZONS FAMILY SOLUTIONS	1,025,416	1,135,215
BURLINGTON STORES INC	879,415	1,657,624
CARTERS INC	505,563	369,738
CAVCO INDUSTRIES INC	711,404	2,087,910
CCC INTELLIGENT SOLUTIONS HLD	1,690,730	1,687,806
CHAMPIONX CORP	421,376	528,220
CHARLES SCHWAB CORP	816,733	900,702
CHART INDUSTRIES INC	947,604	1,185,307
CHIPOTLE MEXICAN GRILL INC	722,978	1,134,665
CHURCHILL DOWNS INC	1,119,341	1,182,363
COCA COLA CO	37,373,465	2,595,071,637
COGNEX CORP	1,626,658	1,189,476
COLUMBUS MCKINNON CORP NY	1,216,449	968,985
COMFORT SYSTEMS USA INC	377,007	2,065,596
COUPANG INC CL A	956,400	1,231,869
CULLEN FROST BANKERS INC	1,202,425	1,170,123
CYBERARK SOFTWARE LTD/ISRAEL	1,211,287	2,643,878
DANAHER CORP	1,129,635	1,055,700
DORMAN PRODUCTS	1,079,677	1,782,867
DYNATRACE INC	571,697	679,321
EAGLE MATERIALS INC	604,705	1,761,620
EASTGROUP PPTYS INC REIT	983,515	980,433
ELEMENT SOLUTIONS INC	1,233,563	1,621,188
ENTEGRIS INC	725,144	1,430,228
ENTEGRIS INC	1,056,890	992,581
EQUIFAX INC	1,271,915	1,261,762
EXPONENT INC	484,159	746,213
FAIR ISAAC CORP	561,367	1,091,030
FED HERMES GOVT OBLIG-PREMIER #117	9,400,602	9,400,602
FEDERAL SIGNAL CORP	482,317	1,508,544
FISERV INC	2,382,150	4,377,500
GATES INDUSTRIAL CORP PLC	1,268,120	1,771,159
GAZPROM PJSC-SPON ADR	15,944	3,837
GENTHERM INC	1,126,759	647,504
GIBRALTAR INDUSTRIES INC	342,728	464,132
GLACIER BANCORP INC	701,981	945,944
GLOBANT SA	1,705,083	1,590,996
GLOBUS MEDICAL INC	1,209,164	1,843,192
GRAND CANYON EDUCATION INC	720,203	1,011,301
GROUP 1 AUTOMOTIVE INC	1,171,455	1,654,309
HALOZYME THERAPEUTICS INC	1,019,378	1,025,668
HEALTHPEAK PROPERTIES INC REIT	1,025,185	885,150
HEXCEL CORP	665,867	794,409
HOLOGIC INC	1,034,697	976,892
HOWMET AEROSPACE INC	745,037	1,255,239
HUBSPOT INC	1,070,914	1,383,785
IDACORP INC	984,780	1,189,185
IDEX CORP	1,702,735	1,646,694
INGERSOLL-RAND INC	650,518	1,109,401
INSMED INC	724,309	664,786
INTEGER HOLDINGS CORPORATION	727,967	1,283,854
INTRA-CELLULAR THERAPIES INC	910,733	1,444,980
INTUIT INC	3,006,466	4,487,490
INTUITIVE SURGICAL INC	1,484,155	3,183,434
ITT INC	1,007,980	1,595,541
JAZZ PHARMACEUTICALS PLC	1,600,856	1,447,505
KINSALE CAPITAL GROUP INC	475,427	1,306,550
LANCASTER COLONY CORP	1,087,484	1,154,671
LEGEND BIOTECH CORP SPONS ADR	675,204	391,359
LILLY ELI & CO	1,593,948	3,032,416
LINCOLN ELEC HLDGS INC	776,753	1,035,397
LUKOIL PJSC SPONS ADR	34,899	611
LULULEMON ATHLETICA INC	696,448	813,004
MACOM TECHNOLOGY SOLUTIONS HLDGS INC	647,019	1,490,977
MAGIC LEAP INC-CL A COM PPE	137,390	0
MAGNOLIA OIL & GAS CORP CL A	911,347	926,853
MANHATTAN ASSOCS INC	1,138,556	2,068,147
MARKETAXESS HOLDINGS INC	660,911	632,686
MASTERCARD INC CL A	3,723,654	5,126,686
MATADOR RESOURCES CO	960,930	932,735
MEDPACE HOLDINGS INC	936,791	886,722
MERCADOLIBRE INC	808,208	821,313
META PLATFORMS INC CL A	2,900,144	7,322,974
MICROSOFT CORP	2,755,625	16,137,971
MMC NORILSK NICKEL PJSC SPONS ADR	14,618	0
MOBILE TELESYSTEMS PJSC SPONS ADR	15,020	0
NATERA INC	651,831	1,026,734
NATERA INC	434,047	531,571
NATIONAL STORAGE AFFILIATES REIT	873,599	675,101
NETFLIX INC	1,110,071	2,534,023
NEUROCRINE BIOSCIENCES INC	1,044,823	1,459,185
NORDSON CORP	815,709	1,421,367
NURO INC CONV PFD SER C	157,582	86,187
NVIDIA CORP	1,868,965	12,734,721
OVINTIV INC	1,150,633	961,470
PAYLOCITY HOLDING CORP	1,578,097	1,521,557
PENUMBRA	37,645	37,645
PERFORMANCE FOOD GROUP CO	1,128,977	2,065,979
PERMIAN RESOURCES CORP CL A	791,685	705,569
PINNACLE FINANCIAL PARTNERS INC	813,325	1,710,245
PIPER SANDLER COS	728,004	2,705,549
PORTLAND GENERAL ELECTRIC CO	1,042,608	985,856
PROCORE TECHNOLOGIES INC	1,055,402	1,238,818
QUAKER CHEMICAL CORP	1,110,438	996,862
RAPPI INC SER E CVT PFD PP	135,385	49,421
RBC BEARINGS INC	864,211	1,605,484
ROSS STORES INC	1,075,330	1,372,473
RPM INTERNATIONAL INC	655,161	1,568,523
SCHLUMBERGER LTD	1,083,256	775,542
SCHNEIDER NATIONAL INC CL B	783,229	919,714
SERVICENOW INC	1,656,828	2,959,855
SHOPIFY INC CL A	1,107,613	1,627,487
SILA NANOTECHN-CONV PFD SER F PP	96,124	45,541
SILICON LABORATORIES INC	633,929	964,941
SIMPSON MANUFACTURING CO INC	1,041,607	991,332
SITEONE LANDSCAPE SUPPLY INC	1,646,774	1,370,672
SONOVA HOLDING AG UNSPONS ADR	866,095	794,724
STIFEL FINANCIAL CORPORATION	848,236	1,525,006
STRYKER CORPORATION	1,330,900	2,032,842
SUN COMMUNITIES INC REIT	896,631	1,133,537
SURGUTNEFTEGAZ PJSC SPONS PFD ADR	11,658	0
TANDEM DIABETES CARE INC	892,300	1,213,442
TATNEFT PAO SPONS ADR	7,034	0
TEXAS ROADHOUSE INC CL A	880,939	2,516,638
THE CIGNA GROUP	1,700,868	1,960,594
TORO CO	752,127	957,275
TRADEWEB MARKETS INC CL A	441,382	701,862
TRI POINTE HOMES INC	1,189,553	1,047,153
UMB FINANCIAL CORP	783,017	944,638
UNITEDHEALTH GROUP INC	3,203,261	3,465,141
VAIL RESORTS INC	736,314	661,699
VERICEL CORP	693,364	1,047,408
VIATRIS INC	16	12
VISA INC CL A	1,820,740	3,429,350
VOYA FINANCIAL INC	1,431,071	1,731,350
WARNER BROS DISCOVERY INC CL A	23	11
WAYMO LLC CONV PFD SER A2 UNITS PP	90,075	84,235
WINTRUST FINANCIAL CORP	946,384	1,588,930
ZEBRA TECHNOLOGIES CORP	779,648	1,517,072
ARTISAN INTL VALUE FUND-INS	20,954,178	23,410,907
ISHARES CORE S&P TTL US STK MKT ETF	229,603,342	249,544,022
VANGUARD INDEX FD MID-CAP ETF	28,855,376	31,232,052
VANGUARD INTL GROWTH-ADM	26,776,859	23,574,002
VANGUARD S&P 500 ETF	260,334,833	369,231,406
VANGUARD S/C VAL INDX-ADM	20,133,283	31,231,007
VANGUARD SMALL CAP GROWTH ETF	30,399,145	37,654,067
VANGUARD VALUE ETF	42,346,200	60,651,894

- TIN:

TY 2024 InvestmentsGovtObligationsSch

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

US Government Securities - End of Year Book Value:

55,638,139

US Government Securities - End of Year Fair Market Value:

55,710,720

State & Local Government Securities - End of Year Book Value:

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

- TIN:

TY 2024 LandEtcSchedule2

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value
AV EQUIPMENT	7,988	7,988	0
FURNITURE & EQUIPMENT	124,516	124,516	0
LEASEHOLD IMPROVEMENTS	60,601	53,917	6,684
LAND AND BUILDINGS-BAKER CO., GA.	21,849,790	492,259	21,357,531

- TIN:

TY 2024 OtherAssetsSchedule

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
457(b) PLAN	340,085	379,989	713,638
BENEFIT PLANS	16,293	18,922	18,922

- TIN:

TY 2024 OtherExpensesSchedule

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
COMPUTER	36,561	2,560	34,001
OFFICE INSURANCE	19,471	1,363	18,108
SUPPLIES	1,715	120	1,595
ORGANIZATION DUES	46,899	979	45,920
POSTAGE	572	40	532
REPAIRS & MAINTENANCE	4,961	347	4,614
FURNITURE & EQUIPMENT	2,584	181	2,403
TELEPHONE	4,537	317	4,220
MISCELLANEOUS	3,105	219	2,886

- TIN:

TY 2024 OtherIncomeSchedule2

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
ICHAUWAY, INC. RENT	1	1	1

- TIN:

TY 2024 OtherIncreasesSchedule

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Description	Amount
Gain on stock grants	126,709,889

- TIN:

TY 2024 OtherLiabilitiesSchedule

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Description	Beginning of Year - Book Value	End of Year - Book Value
457(b) PLAN	1,539	1,540
BENEFIT PLANS	431	1,068

- TIN:

TY 2024 OtherProfessionalFeesSchedule

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Category	Amount	Net Investment Income	Disbursements for Charitable Purposes
INVESTMENT FEES	1,589,862	1,589,862	0
BENEFIT CONSULTANTS	13,930	975	12,955
OTHER CONSULTANTS	11,609	11,609	0

- TIN:

TY 2024 ReductionExplanationStatement

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Explanation:

As of December 31, 2024, the Foundation owned 41,681,202 shares of The Coca-Cola Company common stock. These represent approximately 1% of the total 4.3 billion shares outstanding and 299% of the average daily trading volume. The fair value computed on the per-share price is not necessarily what the Foundation would receive if a significant portion of the stock were sold because of the Foundation's large holding of the stock. The Foundation engaged an independent valuation consultant who calculated a blockage discount factor of 5.19%. The average monthly fair value of the shares based on the per-share price was $2,877,654,365 and the blockage discount was $149,350,262.$2,877,654,365 @ 5.19% = $149,350,262

- TIN:

TY 2024 TaxesSchedule

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
EXCISE TAX	5,600,000	0		0

- TIN:

TY 2024 TransfersFrmControlledEntities

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Name	US / Foreign Address	EIN	Description	Amount
ICHAUWAY INC	3988 JONES CENTER DR NEWTON,GA39870	58-1824778	RENT	12,600,000
Total				1

- TIN:

TY 2024 TransfersToControlledEntities

Name:

Robert W Woodruff Foundation Inc

EIN:

58-1695425

Name	US / Foreign Address	EIN	Description	Amount
ICHAUWAY INC	3988 JONES CENTER DR NEWTON,GA39870	58-1824778	CASH GRANTS	12,600,000
Total				12,600,000