Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2021
Open to Public Inspection
For calendar year 2021, or tax year beginning 01-01-2021 , and ending 12-31-2021
Name of foundation
Joseph B Whitehead Foundation
 
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

58-6001954
B Telephone number (see instructions)

(404) 522-6755
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ...
bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$1,906,073,637
J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books
(b) Net investment
income
(c) Adjusted net
income
(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments 18,403 18,403  
4 Dividends and interest from securities... 50,884,781 50,884,781  
5a Gross rents............ 45,000 45,000  
b Net rental income or (loss) 42,750
6a Net gain or (loss) from sale of assets not on line 10 7,215,661
b Gross sales price for all assets on line 6a 17,018,356
7 Capital gain net income (from Part IV, line 2)... 7,215,661
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).......      
12 Total. Add lines 1 through 11........ 58,163,845 58,163,845  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 300,360 81,436   218,924
14 Other employee salaries and wages...... 190,783 9,719   181,064
15 Pension plans, employee benefits....... 118,778 12,648   106,130
16a Legal fees (attach schedule)......... 744 60   684
b Accounting fees (attach schedule)....... 15,818 1,265   14,553
c Other professional fees (attach schedule).... 329,224 321,363   7,861
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... 875,000 0   0
19 Depreciation (attach schedule) and depletion... 1,281 103  
20 Occupancy.............. 49,609 4,026   45,639
21 Travel, conferences, and meetings....... 7,972 849   7,123
22 Printing and publications.......... 331 27   304
23 Other expenses (attach schedule)....... 40,210 5,029   35,181
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,930,110 436,525   617,463
25 Contributions, gifts, grants paid....... 70,200,626 70,200,626
26 Total expenses and disbursements. Add lines 24 and 25 72,130,736 436,525   70,818,089
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -13,966,891
b Net investment income (if negative, enter -0-) 57,727,320
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2021)
Form 990-PF (2021)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)
Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 5,297 5,733 5,733
2 Savings and temporary cash investments......... 8,029,458 20,526,998 20,528,790
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 118,288,399 127,566,085 1,883,964,016
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet71,143
Less: accumulated depreciation (attach schedule) bullet   71,143 71,143 1,366,667
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis bullet61,414
Less: accumulated depreciation (attach schedule) bullet55,455 7,241 5,959 5,960
15 Other assets (describe bullet) 94,421 109,672 202,471
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 126,495,959 148,285,590 1,906,073,637
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) 361 844
23 Total liabilities (add lines 17 through 22)......... 361 844
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 0 0
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 126,495,598 148,284,746
29 Total net assets or fund balances (see instructions)..... 126,495,598 148,284,746
30 Total liabilities and net assets/fund balances (see instructions). 126,495,959 148,285,590
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
126,495,598
2
Enter amount from Part I, line 27a .....................
2
-13,966,891
3
Other increases not included in line 2 (itemize) bullet
3
35,756,039
4
Add lines 1, 2, and 3 ..........................
4
148,284,746
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
148,284,746
Form 990-PF (2021)
Form 990-PF (2021)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)
(b)
How acquired
P—Purchase
D—Donation
(c)
Date acquired
(mo., day, yr.)
(d)
Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES      
b
c
d
e
(e)
Gross sales price
(f)
Depreciation allowed
(or allowable)
(g)
Cost or other basis
plus expense of sale
(h)
Gain or (loss)
(e) plus (f) minus (g)
a 17,018,356   9,802,695 7,215,661
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       7,215,661
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7
Bracket 2 7,215,661
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ...................
Bracket 3  
Form 990-PF (2021)
Form 990-PF (2021)
Page 4
Part V
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 802,410
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- ..... 5 802,410
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 804,254
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.............. 7 804,254
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 1,844
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet1,844 RefundedBullet 11 0
Part VI-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
round bullet By language in the governing instrument, or
round bullet By state legislation that effectively amends the governing instrument so that no mandatory directions
that conflict with the state law remain in the governing instrument? ................
6
Yes
 
7
Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
and Part XIV..................................
7
Yes
 
8a
Enter the states to which the foundation reports or with which it is registered (see instructions)
bulletGA
b
If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
8b
Yes
 
9
Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
or 4942(j)(5) for calendar year 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.
If "Yes," complete Part XIII .............................
9
 
No
10
Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
and addresses. ...............................
10
 
No
Form 990-PF (2021)
Form 990-PF (2021)
Page 5
Part VI-A
Statements Regarding Activities (continued)
11
At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
11
 
No
12
Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
advisory privileges? If "Yes," attach statement. See instructions.................
12
Yes
 
13
Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
13
Yes
 
Website addressbulletwww.jbwhitehead.org
14
The books are in care ofbulletErik S Johnson Secretary Telephone no.bullet (404) 522-6755

Located atbullet191 Peachtree Street NE Suite 3540AtlantaGA ZIP+4bullet30303
15
Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
and enter the amount of tax-exempt interest received or accrued during the year ........bullet
15
 
16 At any time during calendar year 2021, did the foundation have an interest in or a signature or other authority over YesNo
a bank, securities, or other financial account in a foreign country? .................
16   No
See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country bullet
Part VI-B
Statements Regarding Activities for Which Form 4720 May Be Required
File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
Yes
No
1a
During the year did the foundation (either directly or indirectly):
(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........
1a(1)
 
No
(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
a disqualified person? ..............................
1a(2)
 
No
(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
1a(3)
 
No
(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
1a(4)
Yes
 
(5) Transfer any income or assets to a disqualified person (or make any of either available
for the benefit or use of a disqualified person)? ......................
1a(5)
 
No
(6) Agree to pay money or property to a government official? (Exception. Check "No"
if the foundation agreed to make a grant to or to employ the official for a period
after termination of government service, if terminating within 90 days.) ...............
1a(6)
 
No
b
If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........
1b
 
No
c
Organizations relying on a current notice regarding disaster assistance check here ........bullet
d
Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
that were not corrected before the first day of the tax year beginning in 2021? .............
1d
 
No
2
Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
a
At the end of tax year 2021, did the foundation have any undistributed income (Part XII, lines 6d
and 6e) for tax year(s) beginning before 2021?....................
2a
 
No
If "Yes," list the years bullet20, 20, 20, 20
b
Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
to all years listed, answer "No" and attach statement—see instructions.) ..............
2b
 
 
c
If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
bullet20, 20, 20, 20
3a
Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
any time during the year? ..............................
3a
 
No
b
If "Yes," did it have excess business holdings in 2021 as a result of (1) any purchase by the foundation
or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
if the foundation had excess business holdings in 2021.) .....................
3b
 
 
4a
Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
4a
 
No
b
Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2021? ..
4b
 
No
Form 990-PF (2021)
Form 990-PF (2021)
Page 6
Part VI-B
Statements Regarding Activities for Which Form 4720 May Be Required (continued)
5a
During the year did the foundation pay or incur any amount to:
Yes
No
(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........
5a(1)
 
No
(2) Influence the outcome of any specific public election (see section 4955); or to carry
on, directly or indirectly, any voter registration drive? ....................
5a(2)
 
No
(3) Provide a grant to an individual for travel, study, or other similar purposes? .............
5a(3)
 
No
(4) Provide a grant to an organization other than a charitable, etc., organization described
in section 4945(d)(4)(A)? See instructions ........................
5a(4)
 
No
(5) Provide for any purpose other than religious, charitable, scientific, literary, or
educational purposes, or for the prevention of cruelty to children or animals? .............
5a(5)
 
No
b
If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........
5b
 
No
c
Organizations relying on a current notice regarding disaster assistance check .........bullet
d
If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
tax because it maintained expenditure responsibility for the grant? .................
5d
 
 
If "Yes," attach the statement required by Regulations section 53.4945–5(d).
6a
Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
a personal benefit contract? .............................
6a
 
No
b
Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
6b
 
No
If "Yes" to 6b, file Form 8870.
7a
At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
7a
 
No
b
If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....
7b
 
 
8
Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
excess parachute payment during the year? .........................
8
 
No
Part VII
Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors
1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
(a) Name and address (b) Title, and average
hours per week
devoted to position
(c) Compensation
(If not paid, enter
-0-)
(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
other allowances
James B Williams Trustee- Chair Emeritus
1.00
25,000 988 0
191 Peachtree St Suite 3540
Atlanta,GA30303
E Jenner Wood III Trustee- Chair
3.00
35,000 988 0
191 Peachtree St Suite 3540
Atlanta,GA30303
Lawrence L Gellerstedt III Trustee
1.00
25,000 988 0
191 Peachtree St Suite 3540
Atlanta,GA30303
P Russell Hardin President
8.00
114,351 25,679 489
191 Peachtree St Suite 3540
Atlanta,GA30303
Erik S Johnson Vice President & Secretary
8.00
62,342 14,677 319
191 Peachtree St Suite 3540
Atlanta,GA30303
Eli P Niepoky Treasurer
8.00
38,667 11,283 216
191 Peachtree St Suite 3540
Atlanta,GA30303
2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000 (b) Title, and average
hours per week
devoted to position
(c) Compensation (d) Contributions to
employee benefit
plans and deferred
compensation
(e) Expense account,
other allowances
NONE
Total number of other employees paid over $50,000...................bullet 0
Form 990-PF (2021)
Form 990-PF (2021)
Page 7
Part VII
Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)
3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
GANNETT WELSH & KOTLER LLC INVESTMENT MANAGER 112,198
222 BERKELEY STREET 15TH FLOOR
BOSTON,MA02116
T ROWE PRICE ASSOCIATES INVESTMENT MANAGER 88,524
PO BOX 64043
BALTIMORE,MD21264
TRUIST INVESTMENT ADVISOR 71,425
303 PEACHTREE ST
ATLANTA,GA30308
Total number of others receiving over $50,000 for professional services.............bullet0
Part VIII-A
Summary of Direct Charitable Activities
List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
1  
2  
3  
4  
Part VIII-B
Summary of Program-Related Investments (see instructions)
Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
1  
2  
All other program-related investments. See instructions.
3  
Total. Add lines 1 through 3.........................bullet0
Form 990-PF (2021)
Form 990-PF (2021)
Page 8
Part IX
Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)
1
Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
purposes:
a
Average monthly fair market value of securities...................
1a
1,674,055,975
b
Average of monthly cash balances.......................
1b
11,742,002
c
Fair market value of all other assets (see instructions)................
1c
1,557,313
d
Total (add lines 1a, b, and c).........................
1d
1,687,355,290
e
Reduction claimed for blockage or other factors reported on lines 1a and
1c (attach detailed explanation) .............
1e
66,625,314
2
Acquisition indebtedness applicable to line 1 assets..................
2
0
3
Subtract line 2 from line 1d.........................
3
1,687,355,290
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
25,310,329
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
1,662,044,961
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
83,102,248
Part X
Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
1
Minimum investment return from Part IX, line 6..................
1
83,102,248
2a
Tax on investment income for 2021 from Part V, line 5.......
2a
802,410
b
Income tax for 2021. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
802,410
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
82,299,838
4
Recoveries of amounts treated as qualifying distributions................
4
0
5
Add lines 3 and 4............................
5
82,299,838
6
Deduction from distributable amount (see instructions).................
6
0
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
82,299,838
Part XI
Qualifying Distributions (see instructions)
1
Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
a
Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
1a
70,818,089
b
Program-related investments—total from Part VIII-B..................
1b
0
2
Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
purposes...............................
2
 
3
Amounts set aside for specific charitable projects that satisfy the:
a
Suitability test (prior IRS approval required)....................
3a
 
b
Cash distribution test (attach the required schedule) .................
3b
 
4
Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4.
4
70,818,089
Form 990-PF (2021)
Form 990-PF (2021)
Page 9
Part XII
Undistributed Income (see instructions)
(a)
Corpus
(b)
Years prior to 2020
(c)
2020
(d)
2021
1 Distributable amount for 2021 from Part X, line 7 82,299,838
2 Undistributed income, if any, as of the end of 2021:
a Enter amount for 2020 only....... 68,219,891
b Total for prior years:20, 20, 20 0
3 Excess distributions carryover, if any, to 2021:
a From 2016......  
b From 2017......  
c From 2018......  
d From 2019......  
e From 2020......  
f Total of lines 3a through e ........ 0
4Qualifying distributions for 2021 from Part
XI, line 4: bullet$ 70,818,089
a Applied to 2020, but not more than line 2a 68,219,891
b Applied to undistributed income of prior years
(Election required—see instructions).....
0
c Treated as distributions out of corpus (Election
required—see instructions)........
0
d Applied to 2021 distributable amount..... 2,598,198
e Remaining amount distributed out of corpus 0
5 Excess distributions carryover applied to 2021. 0 0
(If an amount appears in column (d), the
same amount must be shown in column (a).)
6Enter the net total of each column as
indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
b Prior years’ undistributed income. Subtract
line 4b from line 2b ..........
0
c Enter the amount of prior years’ undistributed
income for which a notice of deficiency has
been issued, or on which the section 4942(a)
tax has been previously assessed......
0
d Subtract line 6c from line 6b. Taxable amount
—see instructions ...........
0
e Undistributed income for 2019. Subtract line
4a from line 2a. Taxable amount—see
instructions .............
0
f Undistributed income for 2021. Subtract
lines 4d and 5 from line 1. This amount must
be distributed in 2022 ..........
79,701,640
7 Amounts treated as distributions out of
corpus to satisfy requirements imposed by
section 170(b)(1)(F) or 4942(g)(3) (Election may
be required - see instructions) .......
0
8 Excess distributions carryover from 2016 not
applied on line 5 or line 7 (see instructions) ...
0
9 Excess distributions carryover to 2022.
Subtract lines 7 and 8 from line 6a ......
0
10 Analysis of line 9:
a Excess from 2017....  
b Excess from 2018....  
c Excess from 2019....  
d Excess from 2020....  
e Excess from 2021....  
Form 990-PF (2021)
Form 990-PF (2021)
Page 10
Part XIII
Private Operating Foundations (see instructions and Part VI-A, question 9)
1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2021, enter the date of the ruling ...... bullet
 
b Check box to indicate whether the organization is a private operating foundation described in section or
2a Enter the lesser of the adjusted net
income from Part I or the minimum
investment return from Part IX for each
year listed ..........
Tax year Prior 3 years (e) Total
(a) 2021 (b) 2020 (c) 2019 (d) 2018
         
b 85% (0.85) of line 2a .........          
c Qualifying distributions from Part XI,
line 4 for each year listed .....
         
d Amounts included in line 2c not used directly
for active conduct of exempt activities ..........
         
e Qualifying distributions made directly
for active conduct of exempt activities.
Subtract line 2d from line 2c ....
         
3 Complete 3a, b, or c for the
alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......          
(2) Value of assets qualifying
under section 4942(j)(3)(B)(i)
         
b “Endowment" alternative test— enter 2/3
of minimum investment return shown in
Part IX, line 6 for each year listed ..
         
c “Support" alternative test—enter:
(1) Total support other than gross
investment income (interest,
dividends, rents, payments
on securities loans (section
512(a)(5)), or royalties) ....
         
(2) Support from general public
and 5 or more exempt
organizations as provided in
section 4942(j)(3)(B)(iii)....
         
(3) Largest amount of support
from an exempt organization
         
(4) Gross investment income          
Part XIV
Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)
1Information Regarding Foundation Managers:
aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
Check here bullet
aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
P Russell Hardin President
191 Peachtree St 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 [email protected]. 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:
Grants are considered in April and November for requests received by February 1 and August 15.
dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:
Grants are made to public charities that provide a full range of basic human services to citizens of metropolitan Atlanta. The Foundation has a particular interest in supporting organizations that serve children and youth. In recent years, the Foundation has concentrated a significant portion of its giving on improving the quality and accessibility of early childhood development programs in metropolitan Atlanta. Grants are reserved for well-established public charities with a broad base of community support. The Foundation provides support for capital projects and programmatic expenses. No grants are made to individuals.
Form 990-PF (2021)
Form 990-PF (2021)
Page 11
Part XIV
Supplementary Information (continued)
3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient If recipient is an individual,
show any relationship to
any foundation manager
or substantial contributor
Foundation
status of
recipient
Purpose of grant or
contribution
Amount
Name and address (home or business)
aPaid during the year

Atlanta Association for Convalescent Aged Persons

1821 West Anderson Avenue NW
Atlanta,GA303141835
  PC Roof replacement as part of $6.8 million campaign to renovate facilities for Sadie G. Mays Health & Rehabilitation Center. 1,000,000

Atlanta Neighborhood Development Partnership

229 Peachtree Street NE Suite 705
Atlanta,GA303031605
  PC Support for plan to accelerate the production of affordable housing units. 2,000,000

Boy Scouts of America Atlanta Area Council

1800 Circle 75 Parkway SE
Atlanta,GA30339
  PC Capital improvements at the Woodruff Scout Reservation and Bert Adams Scout Camp ($1,000,000) and operating support ($500,000). 500,000

Boys & Girls Clubs of Metro Atlanta

1275 Peachtree St NE Suite 500
Atlanta,GA30309
  PC Operating support. 2,000,000

Camp Twin Lakes

1100 Spring Street Suite 260
Atlanta,GA30309
  PC $20 million campaign to build third year-round campsite in Rutledge. 2,000,000

CaringWorks

2785 Lawrenceville Hwy Suite 205
Decatur,GA30033
  PC Capacity-building support to expand housing and behavioral health services for homeless and low-income clients. 350,000

Children's Advocacy Centers of Georgia

127 Church Street Suite 250
Marietta,GA30060
  PC Support for statewide response team to coordinate services for child victims of sex trafficking. 212,500

Children's Healthcare of Atlanta

1575 Northeast Expressway NE
Atlanta,GA30329
  PC Implementation of the Marcus Autism Center's strategic plan to focus on the early diagnosis and treatment of autism. 5,000,032

Communities in Schools of Georgia

260 Peachtree Street Suite 700
Atlanta,GA30303
  PC Operating support for CISGA, which works to improve students' academic performance and reduce dropout rates. 750,000

Community Assistance Center

PO Box 501298
Atlanta,GA311501298
  PC $800,000 campaign for facility improvements to expand services in Sandy Springs and Dunwoody. 100,000

Community Foundation for Greater Atlanta

191 Peachtree Street NE Suite 1000
Atlanta,GA30303
  PC For the Joseph B. Whitehead Fund to support Achieve Atlanta and child well-being. 20,000,043

Cristo Rey Atlanta Jesuit High School

222 Piedmont Avenue NE
Atlanta,GA30308
  PC Operating support in response to the COVID-19 pandemic. 500,000

FaithBridge Foster Care

4400 North Point Parkway Suite 210
Alpharetta,GA30022
  PC Support of initiative to recruit foster families for children age 13 and older. 100,000

FCS Urban Ministries

750 Glenwood Avenue SE
Atlanta,GA30316
  PC Rotating capital fund to preserve and develop affordable single-family housing in South Atlanta as part of $8 million campaign. 500,000

Georgia Appleseed

1600 Parkwood Circle SE 200
Atlanta,GA30339
  PC Support of the FAIR Project to improve education outcomes for children in foster care. 400,000

Georgia Campaign for Adolescent Power and Potential

1718 Peachtree St NW Suite 465
Atlanta,GA30309
  PC Expansion of teen pregnancy prevention and health programs. 150,000

Georgia CASA

75 Marietta Street NW Suite 404
Atlanta,GA30303
  PC Operating support ($400,000) and support of growth plan ($100,000) for organization providing advocates for children in foster care. 500,000

Georgia Family Connection Partnership

235 Peachtree Street Suite 1600
Atlanta,GA30303
  PC Support of statewide network ($700,000) and dropout prevention cohort ($20,000). 720,000

Georgia Leadership Institute for School Improvement

3237 Satellite Blvd Suite 460
Duluth,GA30096
  PC Operating support for organization working to improve K-12 public education through leadership development. 800,000

Georgia Partnership for Excellence in Education

270 Peachtree Street Suite 2200
Atlanta,GA30303
  PC Operating support for organization working to improve K-12 public education through research and public policy. 700,000

Georgia State University Research Foundation

PO Box 3999
Atlanta,GA303023999
  PC Support for the After-School All-Stars program and summer academy at Sylvan Hills Middle School and Hollis Innovation Academy. 400,000

Hands On Atlanta

600 Means Street Suite 100
Atlanta,GA30318
  PC Expansion of education programs to address learning loss related to the COVID-19 pandemic. 175,000

Horizons Atlanta

177 North Avenue NW
Atlanta,GA30332
  PC Expansion of academic enrichment program. 400,000

LaAmistad

3434 Roswell Road NW
Atlanta,GA30305
  PC Expansion of afterschool program serving Latino students to three new sites. 88,000

Lovett School

4075 Paces Ferry Rd NW
Atlanta,GA303273099
  PC Program and technology updates for Breakthrough Atlanta an academic enrichment program for students in metro Atlanta. 100,000

Mercy Care Foundation

5134 Peachtree Road
Chamblee,GA30341
  PC Expansion of Decatur Street clinic to meet increased demand for services. 4,000,000

Odyssey

1424 West Paces Ferry Rd NW
Atlanta,GA30327
  PC Implementation of strategic plan to support social-emotional learning and expand academic enrichment program to underserved students in south Atlanta. 100,000

Our House

173 Boulevard NE
Atlanta,GA30312
  PC $3.9 million campaign to renovate facilities, update technology, and build capacity for organization providing shelter and childcare for homeless families. 1,000,000

Partners in Change

467 Cherokee Avenue SE
Atlanta,GA303123227
  PC Implementation of online tool and parent coaching program in 10 metro Atlanta schools. 350,000

Planned Parenthood Southeast

241 Peachtree St Suite 400
Atlanta,GA30303
  PC Relocation of Gwinnett Health Center to expand access to care. 250,000

Purpose Built Schools Atlanta

1670 Benjamin Weldon Bickers Drive
SE
Atlanta,GA30315
  PC Support of Student and Family Support Program at four turnaround schools within Atlanta Public Schools. 1,000,000

Teach for America

1360 Peachtree St NE Suite 1100
Atlanta,GA30309
  PC Support for the recruitment, training and placement of corps members in metro Atlanta schools. 500,000

The Posse Foundation

101 Marietta Street NW Suite 1040
Atlanta,GA30303
  PC Support of program to recruit metro Atlanta high school students to attend selective colleges on full scholarships. 200,000

United Way of Greater Atlanta

40 Courtland Street NE Suite 300
Atlanta,GA30303
  PC Priority initiatives of Smart Start to improve the quality and accessibility of early childhood education in metro Atlanta. 10,811,051

United Way of Greater Atlanta

40 Courtland Street NE Suite 300
Atlanta,GA30303
  PC Expansion of Literacy and Justice for All to Wellstar Kennestone Hospital ($1,176,624) and KIPP Metro Atlanta Schools ($1,366,535) as part of Smart Start priority initiatives. 2,544,000

United Way of Greater Atlanta

40 Courtland Street NE Suite 300
Atlanta,GA30303
  PC Priority initiatives of the Regional Commission on Homelessness. 6,000,000

Vision To Learn

12100 Wilshire Blvd Suite 1275
Los Angeles,CA90025
  PC Expansion of mobile vision clinics serving metro Atlanta students. 250,000

Voices for Georgia's Children

75 Marietta Street NW Suite 401
Atlanta,GA303033068
  PC Operating support for child policy and advocacy organization. 250,000

Westside Future Fund

1300 Joseph E Boone Blvd NW Suite
16
Atlanta,GA30314
  PC Support for comprehensive wraparound services at Hollis Innovation Academy and Booker T. Washington High School. 500,000

YMCA of Metropolitan Atlanta

569 Martin Luther King Jr Drive NW
Atlanta,GA303144164
  PC Operating support to maintain services during the COVID-19 pandemic. 3,000,000
Total ................................. bullet3a 70,200,626
bApproved for future payment

AG Rhodes Home
2801 Buford Highway NE Suite 500
Atlanta,GA30329
  PC $10 million campaign to improve existing facilities and construct a skilled nursing and memory care community. 2,000,000

Atlanta Neighborhood Development Partnership
229 Peachtree Street NE Suite 705
Atlanta,GA303031605
  PC Support for plan to accelerate the production of affordable housing units. 2,000,000

Breakthru House
1866 Eastfield Street
Decatur,GA30032
  PC Purchase and renovation of facilities to expand residential treatment program serving women with mental health and substance use disorders. 250,000

Children's Advocacy Centers of Georgia
127 Church Street Suite 250
Marietta,GA30060
  PC Support for statewide response team to coordinate services for child victims of sex trafficking. 212,500

City of Refuge
1300 Joseph E Boone Blvd NW
Atlanta,GA30314
  PC $2.8 million campaign to renovate an affordable housing complex for men at risk of homelessness. 400,000

Georgia Appleseed
1600 Parkwood Circle SE 200
Atlanta,GA30339
  PC Support of the FAIR Project to improve education outcomes for children in foster care. 400,000

Hands On Atlanta
600 Means Street Suite 100
Atlanta,GA30318
  PC Expansion of education programs to address learning loss related to the COVID-19 pandemic. 175,000

Horizons Atlanta
177 North Avenue NW
Atlanta,GA30332
  PC Expansion of academic enrichment program. 400,000

Metro Atlanta Recovery Residences
2815 Clearview Place
Atlanta,GA30340
  PC $3 million campaign to construct detox center and renovate therapeutic facilities for addiction recovery program. 300,000

MUST Ministries
1407 Cobb Parkway North
Marietta,GA30061
  PC $6.7 million campaign to complete campus improvements. 750,000

Odyssey
1424 West Paces Ferry Rd NW
Atlanta,GA30327
  PC Implementation of strategic plan to support social-emotional learning and expand academic enrichment program to underserved students in south Atlanta. 100,000

Purpose Built Schools Atlanta
1670 Benjamin Weldon Bickers Drive
SE
Atlanta,GA30315
  PC Support of Student and Family Support Program at four turnaround schools within Atlanta Public Schools. 2,000,000

Soaring Heights Communities
2250 Wren Road
Conyers,GA30094
  PC $7.8 million campaign to construct inclusive, affordable housing for public servants and adults with developmental disabilities as part of the Light House Village in Rockdale County. 800,000

The Extension
PO Box 793
Marietta,GA30061
  PC $5.8 million campaign to construct men's dormitory for residential addiction treatment program. 650,000
Total .................................bullet 3b 10,437,500
Form 990-PF (2021)
Form 990-PF (2021)
Page 12
Part XV-A
Analysis of Income-Producing Activities
Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
Related or exempt
function income
(See instructions.)
1Program service revenue: (a)
Business code
(b)
Amount
(c)
Exclusion code
(d)
Amount
a
b
c
d
e
f
gFees and contracts from government agencies     14 50,884,781  
2 Membership dues and assessments ....          
3 Interest on savings and temporary cash
investments ...........
    14 18,403  
4 Dividends and interest from securities ....          
5 Net rental income or (loss) from real estate:
aDebt-financed property......          
bNot debt-financed property.....     16 42,750  
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 7,215,661  
9 Net income or (loss) from special events:          
10 Gross profit or (loss) from sales of inventory          
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) .. 0 58,161,595 0
13Total. Add line 12, columns (b), (d), and (e)..................
13
58,161,595
(See worksheet in line 13 instructions to verify calculations.)
Part XV-B
Relationship of Activities to the Accomplishment of Exempt Purposes
Line No.
DownArrow
Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to
the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
instructions.)
Form 990-PF (2021)
Form 990-PF (2021)
Page 13
Part XVI
Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
1
Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
Yes
No
a
Transfers from the reporting foundation to a noncharitable exempt organization of:
(1) Cash...................................
1a(1)
 
No
(2) Other assets.................................
1a(2)
 
No
b
Other transactions:
(1) Sales of assets to a noncharitable exempt organization....................
1b(1)
 
No
(2) Purchases of assets from a noncharitable exempt organization..................
1b(2)
 
No
(3) Rental of facilities, equipment, or other assets.......................
1b(3)
 
No
(4) Reimbursement arrangements...........................
1b(4)
 
No
(5) Loans or loan guarantees.............................
1b(5)
 
No
(6) Performance of services or membership or fundraising solicitations................
1b(6)
 
No
c
Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
1c
 
No
d
If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
(a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
2a
Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
b
If "Yes," complete the following schedule.

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


Phone no.
Form 990-PF (2021)
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Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description