A capability maturity model provides a thorough understanding of where the organization is and, perhaps more importantly, where the organization needs to grow. The purpose of this report is to describe the development of the ADL Initiative Distributed Learning Capability Maturity Model (DL-CMM), illustrate its major components, and explain how it can be used to improve processes. [Contributing authors include: Brent Smith, Jerry Gordon, Bojana Andrejevic, and Mike Neeley.]