990 Return ofOrganization ExemptFromIncomeTax990s.foundationcenter.org/990_pdf_archive/580/... · color purple, sister act the musical, elton John and tim Rice's Aida, alfred uhry's

efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493105001004

Form990 Return of Organization Exempt From Income Tax OMB No 1545-0047

Under section 501 (c), 527, or 4947( a)(1) of the Internal Revenue Code ( except black lung201

2benefit trust or private foundation)

Department of the Treasury

Internal Revenue Service 1-The organization may have to use a copy of this return to satisfy state reporting requirements

A For the 2012 calendar year, or tax year beginning 06-01-2012 , 2012, and ending 05-31-2013

B Check if applicableC Name of organization D Employer identification numberROBERT W WOODRUFF ARTS CENTER INC

F Address change 58-0633971Doing Business As

F Name change

fl Initial return Number and street (or P 0 box if mail is not delivered to street address) Room/suite E Telephone number1280 PEACHTREE ST NE

(TerminatedSuite

(404)733-4200-( Amended return City or town, state or country, and ZIP + 4

ATLANTA, GA 30309I Application pending G Gross receipts $ 306,510,859

F Name and address of principal officer H(a) Is this a group return forVIRGINIA a HEPNER affiliates? (-Yes No1280 PEACHTREE STATLANTA, GA 30309 H(b) Are all affiliates included? F Yes (- No

If "No," attach a list (see instructions)I Tax-exempt status F 501(c)(3) 1 501(c) ( ) I (insert no ) (- 4947(a)(1) or F_ 527

H(c) Group exemption number -J Website :1- WWW WOODRUFFCENTER ORG

K Form of organization F Corporation 1 Trust F_ Association (- Other 0- L Year of formation 1965 M State of legal domicile GA

Summary

1 Briefly describe the organization's mission or most significant activitiesCHARITABLE ARTS ORGANIZATION TO INSPIRE, CREATE, SUPPORT AND CELEBRATE RENOWNED ARTS ANDEDUCATION FOR DIVERSE AUDIENCES THROUGH OUR UNIQUE MODEL OF DIVISIONS AND COLLABORATIONS

w

2 Check this box Of- if the organization discontinued its operations or disposed of more than 25% of its net assets

3 Number of voting members of the governing body (Part VI, line 1a) . . . . . . . 3 86of:' 4 Number of independent voting members of the governing body (Part VI, line 1 b) . . . . 4 81

5 Total number of individuals employed in calendar year 2012 (Part V, line 2a) . 5 1,133

6 Total number of volunteers (estimate if necessary) 6 1,856

7aTotal unrelated business revenue from Part VIII, column (C), line 12 . . . . . . . 7a 2,065,279

b Net unrelated business taxable income from Form 990-T, line 34 . . . . . . . . 7b -680,169

Prior Year Current Year

8 Contributions and grants (Part VIII, line 1h) . 54,782,820 43,243,564

9 Program service revenue (Part VIII, line 2g) . 37,345,775 32,213,631

N 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d . . . 5,346,227 33,932,538

11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 4,877,050 3,784,350

12 Total revenue-add lines 8 through 11 (must equal Part VIII, column (A), line12) . . . . . . . . . . . . . . . . . . 102,351,872 113,174,083

13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) 0 0

14 Benefits paid to or for members (Part IX, column (A), line 4) . 0 0

15 Salaries, other compensation, employee benefits (Part IX, column (A), lines5-10) 42,944,079 44,082,632

16a Professional fundraising fees (Part IX, column (A), line 11e) 1,341,745 1,439,934

LLJb Total fundraising expenses (Part IX, column (D), line 25) 0-6,621,765

17 Other expenses (Part IX, column (A), lines h1a-11d, 11f-24e) . . . . 75,988,805 66,160,528

18 Total expenses Add lines 13-17 (must equal Part IX, column (A), line 25) 120,274,629 111,683,094

19 Revenue less expenses Subtract line 18 from line 12 . -17,922,757 1,490,989

Beginning of CurrentEnd of Year

Year

-AM

20 Total assets (Part X, line 16) 659,896,132 686,631,296

%TS 21 Total liabilities (Part X, line 26) . . . . . . . . . . . . 245,352,126 249,553,431

ZLL 22 Net assets or fund balances Subtract line 21 from line 20 . 414,544,006 437,077,865

IL&UM Signature Block

Under penalties of perjury, I declare that I have examined this return, includinmy knowledge and belief, it is true, correct, and complete Declaration of prepspreparer has any knowledge

SignSignature of officer

Here virginia hepner president

Type or print name and title

Print/Type preparer's name Preparers signatureMARC AZAR

PaidFirm's name 1- SMITH & HOWARD PC

Pre pare rUse Only Firm's address -271 17TH STREET SUITE 1600

ATLANTA, GA 30363

May the IRS discuss this return with the preparer shown above? (see instructs

For Paperwork Reduction Act Notice, see the separate instructions.

Form 990 (2012) Page 2

Statement of Program Service AccomplishmentsCheck if Schedule 0 contains a response to any question in this Part III .F

1 Briefly describe the organization's mission

Charitable Arts Organization To Inspire, create, support, and celebrate renowned arts and education for diverse audiences through our uniquemodel of divisions and collaborations, in an institutionally sustainable manner

2 Did the organization undertake any significant program services during the year which were not listed onthe prior Form 990 or 990-EZ? . . . . . . . . . . . . . . . . . . . . . . fl Yes F No

If"Yes,"describe these new services on Schedule 0

3 Did the organization cease conducting, or make significant changes in how it conducts, any programservices? F Yes F7 No

If"Yes,"describe these changes on Schedule 0

4 Describe the organization's program service accomplishments for each of its three largest program services, as measured byexpenses Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others,the total expenses, and revenue, if any, for each program service reported

4a (Code ) (Expenses $ 51,506,092 including grants of $ ) (Revenue $ 22,469,024

ATLANTA SYMPHONY ORCHESTRA The Atlanta Symphony Orchestra consistently affirms its position as one of America's leading Orchestras by performing greatmusic, presenting great artists, educating, and engaging the community The Orchestra is known for the excellence of its live performances, presentations,renowned choruses, and its impressive list of 27 Grammy Award-winning recordings The leading cultural organization in the southeast, the Symphony serves as thecornerstone for artistic development and music education in the region The Orchestra and audiences together explore a creative programming mix, recording andvisual enhancements such as Theatre of a Concert, the Orchestra's continuing exploration of different formats, settings, and enhancements for the musicalperformance experience The Atlanta School of Composers reflects Music Director Robert Spano and the Orchestra's commitment to nurturing and championing musicthrough multi-year partnerships defining a new generation of American composers Since the beginning of his tenure, Mr Spano and the Orchestra have performedover 100 concerts containing contemporary works The Orchestra performs more than 200 concerts each year for a combined audience of more than half a million ina full schedule of performances which also feature educational and community concerts With the opening of Verizon Wireless Amphitheatre at Encore Park in 2008,the Atlanta Symphony became the first U S orchestra to annually perform and present in its concert hall and in two amphitheatres

4b (Code ) ( Expenses $ 25,950,385 including grants of $ (Revenue $ 3 ,337,006 )

High Museum of Art The High Museum of Art is the leading museum of art in the southeastern United States With more than 13,500 works of art in its permanentcollection, the High Museum has an extensive anthology of 19th and 20th century American art and burgeoning collections of modern and contemporary art,photography, and African art In November 2005, the High opened three new buildings designed by architect Renzo Piano which more than doubled the Museum'ssize, creating a vibrant "village for the arts" at the Woodruff Arts Center in midtown Atlanta

4c (Code ) ( Expenses $ 11,444,902 including grants of $ (Revenue $ 5 ,631,610 )

Alliance Theatre Atlanta's nationally acclaimed Alliance Theatre, recipient of the 2007 Regional Tony Award, is the leading professional resident theatre in theSoutheast, creating the powerful experience of shared theatre for diverse people on the alliance and hertz stages for youth and adult audiences known for its highartistic standards and national role in creating significant theatrical works, the alliance launched tony award-nominated hits to broadway including, Alice walker's thecolor purple, sister act the musical, elton John and tim Rice's Aida, alfred uhry's the last night of ballyhoo, and come fly with me by twyla tharpe/Frank Sinatraproductions, three of which(the color purple, aida, and the last night of ballyhoo) were award winning Evidence of the alliance's commitment to new work is foundin its nationally recognized kendeda graduate playwriting competition, a cutting-edge program introducing student playwrights to professional networks whileproducing the world premiere of the winning student's work

4d Other program services (Describe in Schedule 0 )

(Expenses $ 1,444,455 including grants of $ ) ( Revenue $ 775,991 )

4e Total program service expenses 0- 90,345,834

Form 990 (2012)

Form 990 (2012) Page 3

Checklist of Required Schedules

Yes No

1 Is the organization described in section 501(c)(3) or4947(a)(1) (other than a private foundation)? If "Yes," Yes

complete Schedule As . . . . . . . . . . . . . . . . . . . . . . . 1

2 Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? . 2 Yes

3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to No

candidates for public office? If "Yes,"complete Schedule C, Part Is . . . . . . . . .

4 Section 501 ( c)(3) organizations . Did the organization engage in lobbying activities, or have a section 501(h) Yes

election in effect during the tax year? If "Yes "complete Schedule C Part II . . . . . . . 4, ,

5 Is the organization a section 501 (c)(4), 501 (c)(5), or 501(c)(6) organization that receives membership dues,assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,

Part HIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 N o

6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have theright to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes,"complete

Schedule D, Part I . . . . . . . . . . . . . . . . . . . . . . 6N o

7 Did the organization receive or hold a conservation easement, including easements to preserve open space,

the environment, historic land areas, or historic structures? If "Yes,"complete Schedule D, Part IIS . 7 No

8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes,"

complete Schedule D, Part III IN . . . . . . . . . . . . . . . . . . 8 Yes

9 Did the organization report an amount in Part X, line 21 for escrow or custodial account liability, serve as acustodian for amounts not listed in Part X, or provide credit counseling, debt management, credit repair, or debt

negotiation services? If "Yes,"complete Schedule D, Part IV . . . . . . . . . . . . 9 No

10 Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, 10 Yespermanent endowments, or quasi-endowments? If "Yes,"complete Schedule D, Part V .

11 If the organization's answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII,VIII, IX, or X as applicable

a Did the organization report an amount for land, buildings, and equipment in Part X, line 10?

If "Yes,"complete Schedule D, Part VI. . . . . . . . . . . . . . . . . . . . lla Yes

b Did the organization report an amount for investments-other securities in Part X, line 12 that is 5% or more of

its total assets reported in Part X, line 16? If "Yes, "complete Schedule D, Part VIIS . . . . . . llb Yes

c Did the organization report an amount for investments-program related in Part X, line 13 that is 5% or more of

its total assets reported in Part X, line 16? If "Yes, "complete Schedule D, Part VIII . . . . . . llc No

d Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets

reported in Part X, line 16? If "Yes," complete Schedule D, Part IX' . . . . . . . . . . . . lld Yes

e Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part Xlle No

f Did the organization's separate or consolidated financial statements for the tax year include a footnote thatllf Yes

addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740 )? If "Yes,"complete

Schedule D, Part X. . . . . . . . . . . . . . . . . . . . . . . . . .

12a Did the organization obtain separate, independent audited financial statements for the tax year?

If "Yes,"complete Schedule D, Parts XI and XII . . . . . . . . . . . . . . . . . 12a N o

b Was the organization included in consolidated, independent audited financial statements for the tax year? If12b Yes

"Yes,"and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional IN

13 Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes, "complete Schedule E . .13 No

14a Did the organization maintain an office, employees, or agents outside of the United States? . 14a No

b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising,business, investment, and program service activities outside the United States, or aggregate foreign investmentsvalued at $100,000 or more? If "Yes,"complete Schedule F, Parts I and IV . . . . . . . . 14b No

15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to anyorganization or entity located outside the United States? If "Yes," complete Schedule F, Parts II and IV 15 No

16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance toindividuals located outside the United States? If "Yes," complete Schedule F, Parts III and IV . . 16 No

17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part 17 Yes

IX, column (A), lines 6 and 11 e? If "Yes," complete Schedule G, Part I (see instructions) . . . . IN

18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part

VIII, lines 1c and 8a? If "Yes,"complete Schedule G, Part II . . . . . . . . . . .GS 18 Yes

19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If 19 No

"Yes,"complete Schedule G, Part III . . . . . . . . . . . . . . . . . . .

20a Did the organization operate one or more hospital facilities? If "Yes,"completeScheduleH . . 1 20a I I No

b If"Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?20b

Form 990 (2012)

Form 990 (2012) Page 4

Checklist of Required Schedules (continued)

21 Did the organization report more than $5,000 of grants and other assistance to any government or organization in 21 Nothe United States on Part IX, column (A), line 1? If "Yes," complete Schedule I, Parts I and II . . .

22 Did the organization report more than $5,000 of grants and other assistance to individuals in the United States 22on Part IX, column (A), line 2? If "Yes, "complete Schedule I, Parts I and III .

No

23 Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization'scurrent and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," 23 Yes

complete Schedule J . . . . . . . . . . . . . . . . . . . . . .

24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000as of the last day of the year, that was issued after December 31, 2002? If"Yes," answer lines 24b through 24d

and complete Schedule K. If "No,"go to line 25 . . . . . . . . . . . . . . . 24a Yes

b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? 24b No

c Did the organization maintain an escrow account other than a refunding escrow at any time during the yearto defease any tax-exempt bonds? . 24c No

d Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year? 24d No

25a Section 501(c)( 3) and 501 ( c)(4) organizations . Did the organization engage in an excess benefit transaction with

a disqualified person during the year? If "Yes," complete Schedule L, Part I . . . . . . . . 25a No

b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prioryear, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If 25b No

"Yes,"complete Schedule L, Part I . . . . . . . . . . . . . . . . . . . S

26 Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, odisqualified person outstanding as of the end of the organization's tax year? If "Yes," complete Schedule L, 26 NoPart II . . . . . . . . . . . . . . . . . . . . . . . . . .

27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantialcontributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family 27 No

member of any of these persons? If "Yes,"complete Schedule L, Part III . . . . . . . . . S

28 Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IVinstructions for applicable filing thresholds, conditions, and exceptions)

a A current or former officer, director, trustee, or key employee? If "Yes,"complete Schedule L, Part

IV . . . . . . . . . . . . . . . . . . . . . . . . . . 28a No

b A family member of a current or former officer, director, trustee, or key employee? If "Yes,"

complete Schedule L, Part IV . . . . . . . . . . . . . . . . . . . . . 28b No

c A n entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was

an officer, director, trustee, or direct or indirect owner? If "Yes,"complete Schedule L, Part IV . . 28c Yes

29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes,"completeScheduleM . I 29 Yes

30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified

conservation contributions? If "Yes, "complete Schedule M . . . . . . . . . . . . 30 Yes

31 Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,Part I . . . . . . . . . . . . . . . . . . . . . . . . . . 31 N o

32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes, " completeSchedule N, Part II . . . . . . . . . . . . . . . . . . . . . 32 N o

33 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations

sections 301 770 1-2 and 301 770 1-3? If "Yes," complete Schedule R, Part I . . . . . . . 33 Yes

34 Was the organization related to any tax-exempt or taxable entity? If "Yes,"complete Schedule R, Part II, III, orIV,

and Part V, line l . . . . . . . . . . . . . . . . . . . . . . . 34 Yes

35a Did the organization have a controlled entity within the meaning of section 512(b)(13)735a Yes

b If'Yes'to line 35a, did the organization receive any payment from or engage in any transaction with a controlled35b Yes

entity within the meaning of section 512 (b)(13 )? If "Yes," complete Schedule R, Part V, line 2 . . .

36 Section 501(c)( 3) organizations . Did the organization make any transfers to an exempt non-charitable related

organization? If "Yes," complete Schedule R, Part V, line 2 . . . . . . . . . . . . . IS 1 36 No

37 Did the organization conduct more than 5 % of its activities through an entity that is not a related organization

and that is treated as a partnership for federal income tax purposes? If "Yes, " complete Schedule R, Part VI 37 No

38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 1 lb and 19?Note . All Form 990 filers are required to complete Schedule 0 . . . . . . . . . . 38 Yes

Form 990 (2012)

Form 990 (2012) Page 5

MEW-Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule 0 contains a res p onse to an y q uestion in this Part V (-

Yes No

la Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable . la 518

b Enter the number of Forms W-2G included in line la Enter-0- if not applicable lb 0

c Did the organization comply with backup withholding rules for reportable payments to vendors and reportablegaming (gambling) winnings to prize winners? . . . . . . . . . . . . . . . . . 1c Yes

2a Enter the number of employees reported on Form W-3, Transmittal of Wage andTax Statements, filed for the calendar year ending with or within the year coveredby this return . . . . . . . . . . . . . . . . . 2a 1,133

b If at least one is reported on line 2a, did the organization file all required federal employment tax returns?2b Yes

Note . If the sum of lines la and 2a is greater than 250, you may be required to e-file (see instructions)

3a Did the organization have unrelated business gross income of $ 1,000 or more during the year? . . 3a Yes

b If "Yes," has it filed a Form 990-T for this year? If "No,"provide an explanation in Schedule 0 . . . . 3b Yes

4a At any time during the calendar year, did the organization have an interest in, or a signature or other authorityover, a financial account in a foreign country (such as a bank account, securities account, or other financialaccount)? . . . . . . . . . . . . . . . . . . . . . . . . . . 4a

b If "Yes," enter the name of the foreign country 0-See instructions for filing requirements for Form TD F 90-22 1, Report of Foreign Bank and Financial Accounts

5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? . .

b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

c If"Yes,"to line 5a or 5b, did the organization file Form 8886-T?

6a Does the organization have annual gross receipts that are normally greater than $100,000, and did theorganization solicit any contributions that were not tax deductible as charitable contributions? . .

b If "Yes," did the organization include with every solicitation an express statement that such contributions or giftswere not tax deductible? .

7 Organizations that may receive deductible contributions under section 170(c).

a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods andservices provided to the payor? .

b If "Yes," did the organization notify the donor of the value of the goods or services provided? . .

c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required tofile Form 82827 .

d If "Yes," indicate the number of Forms 8282 filed during the year 7d

e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefitcontract? .

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

g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 asrequired? .

h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file aForm 1098-C? .

8 Sponsoring organizations maintaining donor advised funds and section 509(a )( 3) supporting organizations. Didthe supporting organization, or a donor advised fund maintained by a sponsoring organization, have excessbusiness holdings at any time during the year? .

9 Sponsoring organizations maintaining donor advised funds.

a Did the organization make any taxable distributions under section 4966? . .

b Did the organization make a distribution to a donor, donor advisor, or related person? . .

10 Section 501(c)( 7) organizations. Enter

a Initiation fees and capital contributions included on Part VIII, line 12 . 10a

b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club 10bfacilities

11 Section 501(c)( 12) organizations. Enter

a Gross income from members or shareholders . . . . . . . . 11a

b Gross income from other sources (Do not net amounts due or paid to other sourcesagainst amounts due or received from them ) . . . . . . . . . 11b

12a Section 4947( a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

b If "Yes," enter the amount of tax-exempt interest received or accrued during theyear . . . . . . . . . . . . . . . . . . . 12b

13 Section 501(c)( 29) qualified nonprofit health insurance issuers.

a Is the organization licensed to issue qualified health plans in more than one state?Note . See the instructions for additional information the organization must report on Schedule 0

b Enter the amount of reserves the organization is required to maintain by the statesin which the organization is licensed to issue qualified health plans 13b

c Enter the amount of reserves on hand 13c

5a

5b

5c

6a

6b

7a Yes

7b Yes

7c

7e

7f

7g

7h

8

9a

9b

12a

13a

No

No

No

No

No

No

No

No

No

No

No

No

No

14a Did the organization receive any payments for indoor tanning services during the tax year? . . . 14a No

b If "Yes," has it filed a Form 720 to report these payments? If "No,"provide an explanation in Schedule 0 . 14b

Form 990 (2012)

Form 990 ( 2012) Page 6

Lam Governance , Management, and Disclosure For each "Yes"response to lines 2 through 7b below, and for a"No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule 0.See instructions.Check if Schedule 0 contains a response to any question in this Part VI .F

Section A . Governing Body and Management

Yes No

la Enter the number of voting members of the governing body at the end of the taxla 86

year . .

If there are material differences in voting rights among members of the governingbody, or if the governing body delegated broad authority to an executive committeeor similar committee, explain in Schedule 0

b Enter the number of voting members included in line la, above, who areindependent . . . . . . . . . . . . . . . . . . lb 81

2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with anyother officer, director, trustee, or key employee? 2 No

3 Did the organization delegate control over management duties customarily performed by or under the direct3 Yes

supervision of officers, directors or trustees, or key employees to a management company or other person?

4 Did the organization make any significant changes to its governing documents since the prior Form 990 wasfiled? . . . . . . . . . . . . . . . . . . . . . . . . . . 4 No

5 Did the organization become aware during the year of a significant diversion of the organization's assets? 5 Yes

6 Did the organization have members or stockholders? 6 No

7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint one ormore members of the governing body? . . . . . . . . . . . . . . . . . . . 7a No

b Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, 7b Noor persons other than the governing body?

8 Did the organization contemporaneously document the meetings held or written actions undertaken during theyear by the following

a The governing body? . . . . . . . . . . . . . . . . . . . . . . . . 8a Yes

b Each committee with authority to act on behalf of the governing body? 8b Yes

9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at theorganization's mailing address? If "Yes,"provide the names and addresses in Schedule 0 . . . . . . 9 No

Section B. Policies ( This Section B requests information about p olicies not required b y the Internal Revenue Code.)Yes No

10a Did the organization have local chapters, branches, or affiliates? 10a No

b If"Yes," did the organization have written policies and procedures governing the activities of such chapters,affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? 10b

11a Has the organization provided a complete copy of this Form 990 to all members of its governing body before filingthe form? . . . . . . . . . . . . . . . . . . . . . . . . . . . 11a Yes

b Describe in Schedule 0 the process, if any, used by the organization to review this Form 990

12a Did the organization have a written conflict of interest policy? If "No,"go to line 13 . 12a Yes

b Were officers, directors, or trustees, and key employees required to disclose annually interests that could giverise to conflicts? . . . . . . . . . . . . . . . . . . . . . . . . . 12b Yes

c Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes,"describein Schedule 0 how this was done . 12c Yes

13 Did the organization have a written whistleblower policy? 13 Yes

14 Did the organization have a written document retention and destruction policy? . 14 Yes

15 Did the process for determining compensation of the following persons include a review and approval byindependent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

a The organization's CEO, Executive Director, or top management official 15a Yes

b Other officers or key employees of the organization 15b Yes

If "Yes" to line 15a or 15b, describe the process in Schedule 0 (see instructions)

16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with ataxable entity during the year? 16a Yes

b If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate itsparticipation in joint venture arrangements under applicable federal tax law, and take steps to safeguard theorganization's exempt status with respect to such arrangements? . . . . . . . . . . 16b Yes

Section C. Disclosure

17 List the States with which a copy of this Form 990 is required to be filed- GA

18 Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable ), 990, and 990 -T (501(c)(3 )s only ) available for public inspection Indicate how you made these available Check all that apply

fl Own website fl Another' s website 17 Upon request fl Other ( explain in Schedule O)

19 Describe in Schedule 0 whether ( and if so, how), the organization made its governing documents, conflict ofinterest policy , and financial statements available to the public during the tax year

20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization-VIRGINIA A HEPNER 1280 PEACHTREE ST ATLANTA, GA (404)733-4200

Form 990 (2012)

Form 990 (2012) Page 7

Compensation of Officers , Directors,Trustees , Key Employees, Highest CompensatedEmployees , and Independent ContractorsCheck if Schedule 0 contains a response to any question in this Part VII .F

Section A. Officers, Directors, Trustees, Kev Employees, and Highest Compensated Employees

la Complete this table for all persons required to be listed Report compensation for the calendar year ending with or within the organization'stax year* List all of the organization's current officers, directors, trustees (whether individuals or organizations), regardless of amount

of compensation Enter-0- in columns (D), (E), and (F) if no compensation was paid

* List all of the organization's current key employees, if any See instructions for definition of "key employee "

* List the organization's five current highest compensated employees (other than an officer, director, trustee or key employee)who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from theorganization and any related organizations

* List all of the organization's former officers, key employees, or highest compensated employees who received more than $100,000of reportable compensation from the organization and any related organizations

* List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of theorganization, more than $10,000 of reportable compensation from the organization and any related organizations

List persons in the following order individual trustees or directors, institutional trustees, officers, key employees, highestcompensated employees, and former such persons

fl Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee

(A)Name and Title

(B)Averagehours perweek (listany hours

(C)Position (do not check

more than one box, unlessperson is both an officerand a director/trustee)

(D)Reportable

compensationfrom the

organization (W-

( E)Reportable

compensationfrom relatedorganizations

(F)Estimated

amount of othercompensation

from thefor relatedorganizations

belowdotted line)

.ca:

J.•

4•

m_

D

0 =adoart

7

^

T 2/1099-MISC) (W- 2/1099-MISC)

organization andrelated

organizations

See Additional Data Table

Form 990 (2012)

Form 990 (2012) Page 8

Section A. Officers, Directors , Trustees , Key Employees, and Highest Compensated Employees (continued)

(A)Name and Title

(B)Averagehours perweek (listany hours

(C)Position (do not check

more than one box, unlessperson is both an officerand a director/trustee)

(D)Reportable

compensationfrom the

organization (W-

(E)Reportable

compensationfrom related

organizations (W-

(F)Estimated

amount of othercompensation

from thefor relatedorganizations

belowdotted line)

0--

C:SL

a

747.

;3

m_

;rl

!

M=

boo

fD

ur

T

a

2/1099-MISC) 2/1099-MISC) organization andrelated

organizations

lb Sub-Total . . . . . . . . . . . . . . . .

c Total from continuation sheets to Part VII, Section A . . . .

d Total ( add lines lb and 1c) . . . . . . . . . . . . 0- 3,615,246 0 512,419

Total number of individuals (including but not limited to those listed above) who received more than$100,000 of reportable compensation from the organization-56

No

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee

on line la? If "Yes," complete Schedule Jfor such individual . . . . . . . . . . . . . 3 No

4 For any individual listed on line la, is the sum of reportable compensation and other compensation from theorganization and related organizations greater than $150,0007 If "Yes," complete Schedule -7 for such

individual . . . . . . . . . . . . . . . . . . . . . . . . . . .

Did any person listed on line la receive or accrue compensation from any unrelated organization or individual for

services rendered to the organization? If "Yes,"complete Schedule J for such person . . . . . . . 5 No

Section B. Independent Contractors

1 Complete this table for your five highest compensated independent contractors that received more than $100,000 ofcompensation from the organization Report compensation for the calendar year ending with or within the organization's tax year

(A)Name and business address

(B)Description of services

(C)Compensation

WILLIAM MORRIS ENDEAVOR , 1600 Division st suite 300 NASHVILLE TN 37203 Artist fees 2,192,235

JONES DAY , 1420 PEACHTREE ST NE suite 800 ATLANTA GA30309 LEGAL SERVICEs 803,999

AEG LIVE LLC , 5750 WILSHIRE BLVD STE 501 LOS ANGELES CA 90036 ARTIST FEEs 677,160

SECURITAS SECURITY SERVICEs usa in , po box 403412 ATLANTA GA 30384 SECURITY 669,496

TOM PETTY THE HEARTBREAKERS INC , 15260 Ventura BIVD 2100 SHERMAN OAKS CA 91403 Artist Fees 658,875

2 Total number of independent contractors ( including but not limited to those listed above ) who received more than$100,000 of compensation from the organization 0-63

Form 990 (2012)

Form 990 (2012) Page 9

Statement of RevenueCheck if Schedule 0 contains a response to any question in this Part VIII . F

(A) (B) (C) (D)Total revenue Related or Unrelated Revenue

exempt business excluded fromfunction revenue tax underrevenue sections

512, 513, or514

la Federated campaigns . laZ

b Membership dues . . . . lb 3,785,729

6- O

0 E c Fundraising events . . . . 1c 1,995,017

d Related organizations . ld

tJ'E e Government grants (contributions) le 612,493

V f All other contributions, gifts, grants, and if 36,850,325Q similar amounts not included above

g Noncash contributions included in lines 862,020la-If $

h Total . Add lines la-1f . 43,243,564

Business Code

2a PERFORMANCE ARTS TICKETS 711190 19,277,042 19,277,042

a2 b EDUC PROGRAMS FEES 711190 1,715,201 1,715,201

a' c PARKING REVENUE 711190 2,435,807 2,386,925 48,882

1d MUSEUM EXHIBITIONS 711190 2,282,582 2,282,582

e GENERALADMIN 711190 437,417 437,417CM f All other program service revenue 6,065,582 6,065,582

g Total . Add lines 2a-2f . . . . . . . . 0- 32,213,631

3 Investment income (including dividends, interest,and other similar amounts) . . . . . . 3,268,600 107,348 3,375,948

4 Income from investment of tax-exempt bond proceeds • • 0- 0

5 Royalties . . . . . . . . . . . 0- 89,191 89,191

(i) Real (ii) Personal

6a Gross rents 1,431,694

b Less rental 133,331expenses

c Rental income 1,298,363 0or (loss)

d Net rental inco me or (loss) . lim- 1,298,363 1,025,262 273,101

(i) Securities (ii) Other

7a Gross amountfrom sales of 221,087,392 1assets otherthan inventory

b Less cost orother basis and 190,149,667 273,788sales expenses

c Gain or (loss) 30,937,725 -273,787

d Net gain or (loss) . lim- 30,663,938 30,663,938

8a Gross income from fundraisingW events (not including

$ 1,995,017

of contributions reported on line 1c)W See Part IV, line 18

L a 2,115,216

s b Less direct expenses . b 1,646,011

c Net income or (loss) from fundraising events 0- 469,205 469,205

9a Gross income from gaming activitiesSee Part IV, line 19 . .

a

b Less direct expenses . b

c Net income or (loss) from gaming acti vities . . .- 0

10a Gross sales of inventory, lessreturns and allowances .

a 3,061,570

b Less cost of goods sold . b 1,133,979

c Net income or (loss) from sales of inventory . lim- 1,927,591 829,108 1,098,483

Miscellaneous Revenue Business Code

11a

b

C

d All other revenue . .

e Total.Add lines 11a-11d0

12 Total revenue . See Instructions 0- 1113,174,083 32,993,857 2,065,279 34,871,383

Form 990 (2012)

Form 990 (2012) Page 10

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns All other organizations must complete column (A)

Check if Schedule 0 contains a response to any auestion in this Part IX F7. . . . . . . . . . . . . .

Do not include amounts reported on lines 6b,

7b, 8b, 9b, and 10b of Part VIII .

( A)

Total expenses

(B)Program service

expenses

(C)Management andgeneral expenses

(D)Fundraisingexpenses

1 Grants and other assistance to governments and organizationsin the United States See Part IV, line 21 0

2 Grants and other assistance to individuals in theUnited States See Part IV, line 22 0

3 Grants and other assistance to governments,organizations , and individuals outside the UnitedStates See Part IV, lines 15 and 16 0

4 Benefits paid to or for members 0

5 Compensation of current officers, directors , trustees, and

key employees 2,003,353 302,028 1,701,325

6 Compensation not included above, to disqualified persons(as defined under section 4958(f)(1)) and personsdescribed in section 4958 (c)(3)(B) . 0

7 Other salaries and wages 34,163,104 28,807,505 2,786,882 2,568,717

8 Pension plan accruals and contributions ( include section 401(k)and 403(b) employer contributions ) 1 ,777,822 1,187,126 527,162 63,534

9 Other employee benefits 3,549,828 2,284,523 1,196,896 68,409

10 Payroll taxes 2,588,525 2,146,209 243,460 198,856

11 Fees for services ( non-employees)

a Management 1,382,279 375,509 965,087 41,683

b Legal 1,073 ,314 35,406 1,036,977 931

c Accounting 272,636 272,636

d Lobbying 217 217

e Professional fundraising services See Part IV, line 17 1,439,934 1,439,934

f Investment management fees 884,000 751,400 132,600

g Other ( If line 11g amount exceeds 10 % of line 25,column ( A) amount, list line 11g expenses onSchedule 0 ) . 11 ,733,839 10,205,988 1,299,741 228,110

12 Advertising and promotion 4,960,727 4,524,885 96,887 338,955

13 Office expenses 1,060,808 639,178 -412,782 834,412

14 Information technology 551,411 434,029 99,449 17,933

15 Royalties 320,209 252,737 67,472

16 Occupancy 4,550,879 3,614,305 936,574

17 Travel 1,392,357 1,119,084 63,519 209,754

18 Payments of travel or entertainment expenses for any federal,state, or local public officials 0

19 Conferences , conventions , and meetings 508,698 143,052 118,949 246,697

20 Interest 7,784,184 6,574,840 1,209,344

21 Payments to affiliates 0

22 Depreciation , depletion, and amortization 9,168,483 7,585,242 1,583,241

23 Insurance 1,016,627 262,647 753,980

24 Other expenses Itemize expenses not covered above (Listmiscellaneous expenses in line 24e If line 24e amount exceeds 10%of line 25, column ( A) amount, list line 24e expenses on Schedule 0

a SET DESIGN COSTS 12,729,572 12,693,476 36,096

b EXHIBITION EXPENSE 6,770,288 6,406,665 363,623

c

d

e All other expenses

25 Total functional expenses. Add lines 1 through 24e 111,683,094 90,345,834 14,715,495 6,621,765

26 Joint costs. Complete this line only if the organizationreported in column ( B) joint costs from a combinededucational campaign and fundraising solicitation Checkhere - fl if following SOP 98-2 (ASC 958-720)

Form 990 (2012)

Form 990 (2012 ) Page 11

Balance SheetCheck if Schedule 0 contains a response to any question in this Part X F

(A) (B)Beginning of year End of year

1 Cash-non-interest-bearing 8,057,660 1 18,281,893

2 Savings and temporary cash investments 0 2 0

3 Pledges and grants receivable, net 26,203,107 3 15,398,630

4 Accounts receivable, net . . . . . . . . . . . . 5,066,204 4 8,514,564

5 Loans and other receivables from current and former officers, directors, trustees, keyemployees, and highest compensated employees Complete Part II ofSchedule L . .

0 5 0

6 Loans and other receivables from other disqualified persons (as defined under section4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employersand sponsoring organizations of section 501(c)(9) voluntary employees' beneficiaryorganizations (see instructions) Complete Part II of Schedule L

0 6 0

7 Notes and loans receivable, net 0 7 0

8 Inventories for sale or use 541,172 8 853,673

9 Prepaid expenses and deferred charges . 6,874,190 9 5,391,901

10a Land, buildings, and equipment cost or other basisComplete Part VI of Schedule D 10a 313,265,177

b Less accumulated depreciation . 10b 111,068,972 210,644,180 10c 202,196,205

11 Investments-publicly traded securities . 260,368,801 11 272,378,014

12 Investments-other securities See Part IV, line 11 107,784,569 12 127,051,821

13 Investments-program-related See Part IV, line 11 0 13 0

14 Intangible assets . . . . . . . . . . . . . . 0 14 0

15 Other assets See Part IV, line 11 . . . . . . . . . . 34,356,249 15 36,564,595

16 Total assets . Add lines 1 through 15 (must equal line 34) . 659,896,132 16 686,631,296

17 Accounts payable and accrued expenses . . . . . . . . 41,154,565 17 46,964,877

18 Grants payable . . . . . . . . . . . . . . . . 0 18 0

19 Deferred revenue . . . . . . . . . . . . . . . 15,937,561 19 14,328,554

20 Tax-exempt bond liabilities . . . . . . . . . . . . 188,260,000 20 188,260,000

21 Escrow or custodial account liability Complete Part IV of Schedule D . 0 21 0

22 Loans and other payables to current and former officers, directors, trustees,key employees, highest compensated employees, and disqualified

persons Complete Part II of Schedule L . . . . . . . . . 0 22 0

23 Secured mortgages and notes payable to unrelated third parties 0 23 0

24 Unsecured notes and loans payable to unrelated third parties 0 24 0

25 Other liabilities (including federal income tax, payables to related third parties,and other liabilities not included on lines 17-24) Complete Part X of ScheduleD . . . . . . . . . . . . . . . . . . . 0 25 0

26 Total liabilities . Add lines 17 through 25 . 245,352,126 26 249,553,431

Organizations that follow SFAS 117 (ASC 958), check here 1- F and complete

lines 27 through 29, and lines 33 and 34.

gu 27 Unrestricted net assets 101,402,712 27 103,227,725

Mca

28 Temporarily restricted net assets 110,888,874 28 128,958,958

r29 Permanently restricted net assets . . . . . . . . . . 202,252,420 29 204,891,182

_Organizations that do not follow SFAS 117 (ASC 958), check here 1 andFW_complete lines 30 through 34.

30 Capital stock or trust principal, or current funds 30

31 Paid-in or capital surplus, or land, building or equipment fund 31

4T 32 Retained earnings, endowment, accumulated income, or other funds 32

33 Total net assets or fund balances . . . . . . . . . . 414,544,006 33 437,077,865z

34 Total liabilities and net assets/fund balances . . . . . . . 659,896,132 34 686,631,296

Form 990 (2012)

Form 990 (2012) Page 12

« Reconcilliation of Net Assets('hark if crhariiila () rnntainc a rocnnnca to anv niiactinn in Chic Part YT 7

1 Total revenue (must equal Part VIII, column (A), line 12) . .

2 Total expenses (must equal Part IX, column (A), line 25) . .

3 Revenue less expenses Subtract line 2 from line 1

4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A))

5 Net unrealized gains (losses) on investments

6 Donated services and use of facilities

7 Investment expenses . .

8 Prior period adjustments . .

9 Other changes in net assets or fund balances (explain in Schedule 0)

10 Net assets or fund balances at end of year Combine lines 3 through 9 (must equal Part X, line 33,column (B))

1 113,17 4,083

2 111,68 3,094

3 1,49 0,989

4 414,54 4,006

5 15,11 5,242

6

7

8

9 5,92 7,628

10 437,07 7,865

Financial Statements and Reporting

Check if Schedule 0 contains a response to any question in this Part XII (-

Yes No

1 Accounting method used to prepare the Form 990 fl Cash 17 Accrual (OtherIf the organization changed its method of accounting from a prior year or checked " Other," explain inSchedule 0

2a Were the organization 's financial statements compiled or reviewed by an independent accountant? 2a

If'Yes,'check a box below to indicate whether the financial statements for the year were compiled or reviewed ona separate basis, consolidated basis, or both

fl Separate basis fl Consolidated basis fl Both consolidated and separate basis

b Were the organization 's financial statements audited by an independent accountant? 2b Yes

If'Yes,'check a box below to indicate whether the financial statements for the year were audited on a separatebasis, consolidated basis, or both

fl Separate basis F Consolidated basis fl Both consolidated and separate basis

c If"Yes,"to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of theaudit, review , or compilation of its financial statements and selection of an independent accountant? 2c Yes

If the organization changed either its oversight process or selection process during the tax year, explain inSchedule 0

3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in theSingle Audit Act and 0 MB Circular A-1 33? 3a

b If"Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required 3baudit or audits , explain why in Schedule 0 and describe any steps taken to undergo such audits

No

No

Form 990 (2012)

Additional Data

Software ID:

Software Version:

EIN: 58-0633971

Name : ROBERT W WOODRUFF ARTS CENTER INC

Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, HighestCompensated Employees, and Independent Contractors

(A) (B) (C) (D) ( E) (F)Name and Title Average Position (do not check Reportable Reportable Estimated amount

hours more than one box, compensation compensation of otherper unless person is both from the from related compensationweek an officer and a organization (W- organizations (W- from the(list director/trustee) 2/1099-MISC) 2/1099-MISC) organization andany 2 -n

relatedhours

ETf moo organizations

for m Q o Qrelated

_

organizations ° o '°below - Qdotted Q mline) J. =Z

Mr Charles L Abney III2 0

Trustee X

Mr Thomas J Asher2 0

Trustee X

Mrs Juanita P Baranco1 0

Trustee X

Mr Edward H Bastian1 0

Trustee X

Dr Mark P Becker2 0

Trustee X

Ms Susan R Bell2 0

Trustee X

Mr W Stanley Blackburn2 0

Trustee X

Mr Kenny Blank1 0

Trustee X

Mr Paul W Bowers2 0

Trustee X

Mr J Bradford Branch2 0

Trustee X

Mrs Rosalind G Brewer2 0

Trustee X

Ms Kelly R Caffarelli1 0

Trustee X

Mrs Mary L Cahill2 0

Trustee X

Mr Stephen M Carter1 0

Trustee X

Mr Jeffrey S Cashdan2 0

Trustee X

MrSteve WChaddick2 0

Trustee X

Dr William Clarkson IV2 0

Trustee X

Mrs Shantella Cooper2 0

Trustee X

Mr Jerry Couvaras1 0

Trustee X

Ms Ann W Cramer2 0

XTrustee

Mr Michael Donnelly2 0

Trustee X

Mr Jere A Drummond2 0

Trustee X

Mr Dean Eisner1 0

Trustee X

Mr Joseph H Estes1 0

Trustee X

Mr Frank Fernandez3 0

Trustee-At-Large Member X



hours more than one box, compensation compensation of otherper unless person is both from the from related compensationweek an officer and a organization (W- organizations (W- from the(list director/trustee) 2/1099-MISC) 2/1099-MISC) organization andany 0 ,o = T relatedhours -D ^Z organizationsfor m o ?

related_

r.

organizations 2

^ te

below - Kdotted K mline)

Mr Martin L Flanagan1 0

Trustee X

Mr Robert E Gallagher2 0

Trustee X

Mr Javier C Goizueta2 0

XTrustee

Mr Jonathan Golden2 0

Trustee X

Mr Ernest LaMont Greer2 0

XTrustee

Mr Patrick J Gunning2 0

Trustee X

Mr James B Hannan2 0

XTrustee

Mr Douglas J Hertz3 0


Mr Philip S Jacobs2 0

Trustee X

Mr Gregory C Kelly1 0

Trustee X

Mr Muhtar Kent1 0

Trustee X

MrPhilip I Kent1 0

Trustee X

Mr William F Kimble2 0

Trustee X

Dr Elizabeth Kiss2 0

Trustee X

Mr Christopher W Klaus1 0

XTrustee

Mr Kerry W Kohnen1 0

Trustee X

Mr Kurt P Kuehn2 0

Trustee X

Mrs Jane D Lanier1 0

Trustee X

Mr Jonathan LeCompte2 0

Trustee X

Mr William H Linginfelter2 0

Trustee X

Mrs Karole F Lloyd1 0

Trustee X

Mr Christopher C Marquardt2 0

Trustee X

Mr Philip R Martens2 0

Trustee X

Ms Karol V Mason1 0

Trustee X

Mrs Carolyn C McClatchey2 0

XTrustee



hours more than one box, compensation compensation of otherper unless person is both from the from related compensationweek an officer and a organization (W- organizations (W- from the(list director/trustee) 2/1099-MISC) 2/1099-MISC) organization andany 0 ,o = T relatedhours

2-D ^Z organizations

forQ- ^Z

m o ?related

_r.

organizations - 2

te

abelow - KD --dotted mline)

Mr Frank S McGaughey III2 0

XTrustee

Mrs Penny McPhee2 0

Trustee X

Mr Thomas E Noonan1 0

Trustee X

Mrs Vicki Palmer3 0


Mr William Pate2 0

Trustee X

Dr GP Bud Peterson2 0

Trustee X

Mr L Craig Ramsey2 0

XTrustee

Mr Usher Raymond IV2 0

Trustee X

Mr Daniel D Reardon3 0


Ms Margaret C Reiser2 0

Trustee X

Joe W Rogers Jr1 0

XTrustee

Mr William H Rogers Jr1 0

Trustee X

Sylvia Russell1 0

Trustee X

Mrs Teya Ryan1 0

Trustee X

Mr S Stephen Selig III2 0

Trustee X

Mr Richard D Shirk2 0

Trustee X

Mr John W Somerhalder II2 0

XTrustee

Mr Terry Stent2 0

Trustee X

MrDarrick Stephens2 0

Trustee X

Mrs Geri P Thomas2 0

Trustee X

Mr Mark D Wasserman2 0

Trustee X

Mr D Richard Williams2 0

Trustee X

Mr Larry Gellerstedt III3 0

Trustee - Chair X

Mr M Douglas Ivester3 0

Trustee- Vice Chair X

MrHoward Feinsand3 0

Trustee - Finance Chair X



hours more than one box, compensation compensation of otherper unless person is both from the from related compensationweek an officer and a organization (W- organizations (W- from the(list director/trustee) 2/1099-MISC) 2/1099-MISC) organization andany 0 ,o = T relatedhours

2-D ^ Z organizations

forQ_ ^Z

m o ?related

_r.

organizations 2

^ te

abelow - Kdotted mline)

Mrs J Veronica Biggins3 0

XTrustee - Compensation & H

Mr Barry N Berlin3 0

Trustee Investment Chair X

Mr Gary Price3 0

XTrustee - Audit Chair

Ms Ingrid Saunders Jones3 0

Trustee - Development Chair X

Dr Beverly Daniel Tatum3 0

XTrustee - Education Chair

Mrs Lynda B Courts3 0

Trustee - Nominating & Go X

Mrs Victoria Palefsky3 0

Trustee - Alliance Theatre X

James R Abrahamson3 0

Trustee - Atlanta Symphony X

Mrs Louise Sams3 0

XTrustee - High Museum

Mrs Anne Game3 0

Trustee - Young Audience X

Joseph R Bankoff40 0

President and CEOX 290,136 0 24,505

Virginia A Hepner40 0

PresidentX 174,968

Stephen Merz40 0

Executive VP & CFOX 277,383 35,736

Stanley Romanstein40 0

President and CEO - ASOX 364,292 30,062

Susan Booth40 0

Artistic Director-AllianceX 272,751 27,036

Michael Shapiro40 0

Director-High Museum of ArtX 582,285 238,751

Robert Spano40 0

Music DirectorX 662,658 27,007

Don Fox40 0

VP for Business Development &X 280,202 33,745

Philip Verre40 0

Deputy Director - High MuseumX 265,382 35,239

David Brenneman40 0

DIR COLLECTIONS & EXHIBITIONX 235,136 28,335

Clayton Schell40 0

GM CHASTAIN ATLANTA SYMPHONYX 210,053 32,003

efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493105001004

SCHEDULE A Public Charity Status and Public SupportOMB No 1545-0047

(Form 990 or 990EZ)2012Complete if the organization is a section 501(c)( 3) organization or a section

Department of the Treasury 4947( a)(1) nonexempt charitable trust.

Internal Revenue Service► Attach to Form 990 or Form 990-EZ. ► See separate instructions.

Name of the organization Employer identification numberROBERT W WOODRUFF ARTS CENTER INC

58-0633971

Reason for Public Charity Status (All organizations must complete this part.) See instructions.The organi zation is not a private foundation because it is (For lines 1 through 11, check only one box )

1 1 A church, convention of churches, or association of churches described in section 170 ( b)(1)(A)(i).

2 1 A school described in section 170(b)(1)(A)(ii). (Attach Schedule E )

3 1 A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

4 1 A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the

hospital's name, city, and state5 fl An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170 ( b)(1)(A)(iv ). (Complete Part II )

6 fl A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

7 F An organization that normally receives a substantial part of its support from a governmental unit or from the general publicdescribed in section 170 ( b)(1)(A)(vi ). (Complete Part II )

8 1 A community trust described in section 170 ( b)(1)(A)(vi ) (Complete Part II )

9 1 An organization that normally receives (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions-subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975 See section 509( a)(2). (Complete Part III )

10 fl An organization organized and operated exclusively to test for public safety See section 509(a)(4).

11 1 An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes ofone or more publicly supported organizations described in section 509 ( a)(1) or section 509(a )( 2) See section 509( a)(3). Checkthe box that describes the type of supporting organization and complete lines Ile through 11 h

a fl Type I b 1 Type II c fl Type III - Functionally integrated d (- Type III - Non - functionally integrated

e (- By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified personsother than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1 ) orsection 509(a)(2)

f If the organization received a written determination from the IRS that it is a Type I, Type II, orType III supporting organization,check this box (-

g Since August 17, 2006, has the organization accepted any gift or contribution from any of thefollowing persons?(i) A person who directly or indirectly controls , either alone or together with persons described in (ii) Yes No

and (iii) below, the governing body of the supported organization? 11g(i)

(ii) A family member of a person described in (i) above? 11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? 11g(iii)

h Provide the following information about the supported organization(s)

(i) Name of (ii) EIN (iii) Type of (iv) Is the (v) Did you notify (vi) Is the (vii) Amount ofsupported organization organization in the organization organization in monetary

organization (described on col (i) listed in in col (i) of your col (i) organized supportlines 1- 9 above your governing support? in the U S ?or IRC section document?

(seeinstructions))

Yes No Yes No Yes No

Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ . Cat No 11285F ScheduleA(Form 990 or 990-EZ)2012

Schedule A (Form 990 or 990-EZ) 2012 Page 2

MU^ Support Schedule for Organizations Described in Sections 170(b )( 1)(A)(iv) and 170(b)(1)(A)(vi)(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify underPart III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A . Public SupportCalendar year ( or fiscal year beginning ( a) 2008 ( b) 2009 (c) 2010 ( d) 2011 ( e) 2012 (f) Total

in) 111111 Gifts, grants , contributions, and

membership fees received (Do39,126,558 52,805,383 43,293,571 54,782,820 43,243,564 233,251,896

not include any "unusualgrants ")

2 Tax revenues levied for theorganization ' s benefit and either 0paid to or expended on itsbehalf

3 The value of services or facilitiesfurnished by a governmental unit 0to the organization withoutcharge

4 Total . Add lines 1 through 3 39,126,558 52,805,383 43,293,571 54,782,820 43,243,564 233,251,896

5 The portion of total contributionsby each person ( other than agovernmental unit or publiclysupported organization ) included 27,041,536

on line 1 that exceeds 2% of theamount shown on line 11, column(f)

6 Public support . Subtract line 5206,210,360

from line 4

Section B. Total SupportCalendar year ( orfiscaI year (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total

beginning in) ►7 Amounts from line 4 39,126,558 52,805,383 43,293,571 54,782,820 43,243,564 233,251,896

8 Gross income from interest,dividends, payments received onsecurities loans, rents, royalties 8,399,369 8,231,481 6,494,187 6,341,601 3,740,333 33,206,971

and income from similarsources

9 Net income from unrelatedbusiness activities, whether or 0 0not the business is regularlycarried on

10 Other income Do not includegain or loss from the sale of 0capital assets (Explain in PartIV )

11 Total support (Add lines 7 266,458,867through 10)

12 Gross receipts from related activities, etc (see instructions) 12 35,662,889

13 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, checkthis box and stop here .ItE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section C. Com p utation of Public Support Percenta g e14 Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) 14 77 389

15 Public support percentage for 2011 Schedule A, Part II, line 14 15 86 700 %

16a 331 / 3%support test-2012 . If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this boxand stop here . The organization qualifies as a publicly supported organization

b 331 / 3%support test-2011 . If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, chec k thisbox and stop here . The organization qualifies as a publicly supported organization

17a 10%-facts-and -circumstances test -2012 . If the organization did not check a box on line 13, 16a, or 16b, and line 14is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here . Explainin Part IV how the organization meets the "facts-and-circumstances" test The organization qualifies as a publicly supportedorganization

b 10%-facts-and-circumstances test -2011 . If the organization did not check a box on line 13, 16a, 16b, or 17a, and line15 is 10% or more, and if the organization meets the "facts- and-circumstances" test, check this box and stop here.Explain in Part IV how the organization meets the "facts-and-circumstances" test The organization qualifies as a publiclysupported organization

18 Private foundation . If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and seeinstructions

Schedule A (Form 990 or 990-EZ) 2012


IMMITM Support Schedule for Organizations Described in Section 509(a)(2)(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify underPart II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A . Public SupportCalendar year ( or fiscal year beginning (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total

in) 111111 Gifts, grants, contributions, and

membership fees received (Do notinclude any "unusual grants ")

2 Gross receipts from admissions,merchandise sold or servicesperformed, or facilities furnished inany activity that is related to theorganization's tax-exemptpurpose

3 Gross receipts from activities thatare not an unrelated trade orbusiness under section 513

4 Tax revenues levied for theorganization's benefit and eitherpaid to or expended on itsbehalf

5 The value of services or facilitiesfurnished by a governmental unit tothe organization without charge

6 Total . Add lines 1 through 5

7a Amounts included on lines 1, 2,and 3 received from disqualifiedpersons

b Amounts included on lines 2 and 3received from other thandisqualified persons that exceedthe greater of$5,000 or 1% of theamount on line 13 for the year

c Add lines 7a and 7b

8 Public support (Subtract line 7cfrom line 6 )

Section B. Total SuuuortCalendar year ( or fiscal year beginning (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total

in) ►9 Amounts from line 6

10a Gross income from interest,dividends, payments received onsecurities loans, rents, royaltiesand income from similarsources

b Unrelated business taxableincome (less section 511 taxes)from businesses acquired afterJune 30, 1975

c Add lines 10a and 10b

11 Net income from unrelatedbusiness activities not includedin line 10b, whether or not thebusiness is regularly carried on

12 Other income Do not includegain or loss from the sale ofcapital assets (Explain in PartIV )

13 Total support . (Add lines 9, 1Oc,11, and 12 )

14 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,check this box and stop here

Section C. Computation of Public Support Percentage

15 Public support percentage for 2012 ( line 8, column (f) divided by line 13, column (f)) 15

16 Public support percentage from 2011 Schedule A, Part III, line 15 16

Section D . Com p utation of Investment Income Percenta g e

17 Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) 17

18 Investment income percentage from 2011 Schedule A, Part III, line 17 18

19a 331 / 3%support tests-2012 . If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is notmore than 33 1/3%, check this box and stop here . The organization qualifies as a publicly supported organization lk'F-

b 331 / 3%support tests-2011 . If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18is not more than 33 1/3%, check this box and stop here . The organization qualifies as a publicly supported organization lk'F-

20 Private foundation . If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions



Supplemental Information . Complete this part to provide the explanations required by Part II, line 10;Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (Seeinstructions).

Facts And Circumstances Test

Explanation


l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493105001004

SCHEDULE C Political Campaign and Lobbying Activities OMB No 1545-0047

(Form 990 or 990-EZ)For Organizations Exempt From Income Tax Under section 501(c) and section 527 201 2

Department of the Treasury 1- Complete if the organization is described below. 0- Attach to Form 990 or Form 990-EZ.

Internal Revenue Service0- See separate instructions . Open

I InspectionIf the organization answered "Yes" to Form 990, Part IV , Line 3 , or Form 990-EZ, Part V, line 46 ( Political Campaign Activities), then• Section 501(c)(3) organizations Complete Parts I-A and B Do not complete Part I-C• Section 501(c) (other than section 501(c)(3)) organizations Complete Parts I-A and C below Do not complete Part I-B• Section 527 organizations Complete Part I-A only

If the organization answered "Yes" to Form 990, Part IV , Line 4 , or Form 990-EZ, Part VI, line 47 ( Lobbying Activities), then• Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part II-A Do not complete Part II-B• Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)) Complete Part II-B Do not complete Part II-A

If the organization answered "Yes" to Form 990, Part IV , Line 5 ( Proxy Tax) or Form 990-EZ , Part V, line 35c ( Proxy Tax), then* Section 501(c)(4), (5), or (6) organizations Complete Part IIIName of the organization Employer identification numberROBERT W WOODRUFF ARTS CENTER INC

58-0633971

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

1 Provide a description of the organization's direct and indirect political campaign activities in Part IV

2 Political expenditures 0- $

3 Volunteer hours

Complete if the organization is exempt under section 501(c)(3).

1 Enter the amount of any excise tax incurred by the organization under section 4955 0- $

2 Enter the amount of any excise tax incurred by organization managers under section 4955 0- $

3 If the organization incurred a section 4955 tax, did it file Form 4720 for this year? fl Yes fl No

4a Was a correction made? fl Yes fl No

b If "Yes," describe in Part IV

rMWINT-Complete if the organization is exempt under section 501 ( c), except section 501 ( c)(3).

1 Enter the amount directly expended by the filing organization for section 527 exempt function activities 0- $

2 Enter the amount of the filing organization's funds contributed to other organizations for section 527exempt function activities 0- $

3 Total exempt function expenditures Add lines 1 and 2 Enter here and on Form 1120-PO L, line 17b 0- $

4 Did the filing organization file Form 1120-POL for this year? fl Yes fl No

5 Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filingorganization made payments For each organization listed, enter the amount paid from the filing organization's funds Also enter theamount of political contributions received that were promptly and directly delivered to a separate political organization, such as aseparate segregated fund or a political action committee (PAC) If additional space is needed, provide information in Part IV

(a) Name (b) Address ( c) EIN (d ) Amount paid fromfiling organization's

funds If none, enter -0-

(e) Amount of politicalcontributions received

and promptly anddirectly delivered to a

separate politicalorganization If none,

enter -0-

i-or raperworK rteauction Act Notice, see the instructions Tor corm 99 U or yyu -tc. Cat No 50084S Schedule C (Form 990 or 990-EZ) 2012

Schedule C (Form 990 or 990-EZ) 2012 Page 2

Complete if the organization is exempt under section 501 ( c)(3) and filed Form 5768 (electionunder section 501(h)).

A Check - (- if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN,expenses, and share of excess lobbying expenditures)

B Check - (- if the filing organization checked box A and "limited control" provisions apply

Limits on Lobbying Expenditures(a) Filing (b) Affiliated

(The term "expenditures" means amounts paid or incurred .)organization's group

totals totals

la Total lobbying expenditures to influence public opinion (grass roots lobbying)

b Total lobbying expenditures to influence a legislative body (direct lobbying)

c Total lobbying expenditures (add lines la and 1b)

d Other exempt purpose expenditures

e Total exempt purpose expenditures (add lines 1c and 1d)

f Lobbying nontaxable amount Enter the amount from the following table in bothcolumns

If the amount on line le, column ( a) or (b ) is: The lobbying nontaxable amount is:

Not over $500,000 20% of the amount on line le

Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000

Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000

Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000

Over $17,000,000 $1,000,000

g Grassroots nontaxable amount (enter 25% of line 1f)

h Subtract line 1g from line la If zero or less, enter-0-

i Subtract line 1f from line 1c If zero or less, enter-0-

i If there is an amount other than zero on either line 1h or line 11, did the organization file Form 4720 reportingsection 4911 tax for this year? F- Yes F- No

4-Year Averaging Period Under Section 501(h)(Some organizations that made a section 501(h) election do not have to complete all of the five

columns below. See the instructions for lines 2a through 2f on page 4.)

Lobbying Expenditures During 4-Year Averaging Period

Calendar year (or fiscal yearbeginning in)

(a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) Total

2a Lobbying nontaxable amount

b Lobbying ceiling amount(150% of line 2a, column(e))

c Total lobbying expenditures

d Grassroots nontaxable amount

e Grassroots ceiling amount150% of line 2d column e

f Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

Schedule C (Form 990 or 990-EZ) 2012 Pa g e 3Complete if the organization is exempt under section 501 ( c)(3) and has NOTfiled Form 5768 election under section 501 ( h )) .

For each "Yes" response to lines la through li below, provide in Part IV a detailed description of the lobbying(a) (b)

activity. Yes No Amount

1 During the year, did the filing organization attempt to influence foreign, national, state or locallegislation, including any attempt to influence public opinion on a legislative matter or referendum,through the use of

a Volunteers? Yes

b Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? Yes

c Media advertisements? No

d Mailings to members, legislators, or the public? No

e Publications, or published or broadcast statements? No

f Grants to other organizations for lobbying purposes? No

g Direct contact with legislators, their staffs, government officials, or a legislative body? Yes 44,359

h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? No

i Other activities? No

j Total Add lines 1c through 11 44,359

2a Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? No

b If "Yes," enter the amount of any tax incurred under section 4912

c If "Yes," enter the amount of any tax incurred by organization managers under section 4912

d If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year?

Complete if the organization is exempt under section 501 ( c)(4), section 501(c )( 5), or section501 ( c )( 6 ) .

Yes No

1 Were substantially all (90% or more) dues received nondeductible by members? 1

2 Did the organization make only in-house lobbying expenditures of $2,000 or less? 2

3 Did the organization agree to carry over lobbying and political expenditures from the prior year? 3

Complete if the organization is exempt under section 501 ( c)(4), section 501(c )( 5), or section

501(c )( 6) and if either ( a) BOTH Part 111-A , lines 1 and 2, are answered "No" OR (b) Part 111-A,line 3 , is answered "Yes."

1 Dues, assessments and similar amounts from members 1

2 Section 162(e) nondeductible lobbying and political expenditures ( do not include amounts of politicalexpenses for which the section 527(f) tax was paid).

a Current year 2a

b Carryover from last year 2b

c Total 2c

3 Aggregate amount reported in section 6033(e)(1 )(A) notices of nondeductible section 162(e) dues 3

4 If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excessdoes the organization agree to carryover to the reasonable estimate of nondeductible lobbying andpolitical expenditure next year? 4

5 Taxable amount of lobbying and political expenditures (see instructions) 5

Su lementalInformation

Complete this part to provide the descriptions required for Part I-A, line 1, Part I-B, line 4, Part I-C, line 5, Part II-A (affiliated group list),Part II-A line 2 , and Part II-B line 1 Also , com p lete this p art for an y additional information

Identifier Return Reference Explanation

PART II-B, LINE 1g LOBBYING EXPENDITURES IN AN EFFORT TO INCREASEARTS FUNDING IN THE STATE OF GEORGIA

Schedule C (Form 990 or 990EZ) 2012

lefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493105001004

SCHEDULE D(Form 990)


Internal Revenue Service

Name of the organizationROBERT W WOODRUFF ARTS CENTER INC

OMB No 1545-0047

2012

Employer identification number

58-0633971Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if theorg anization answered "Yes" to Form 990 , Part IV , line 6.

(a) Donor advised funds (b) Funds and other accounts

1 Total number at end of year

2 Aggregate contributions to (during year)

3 Aggregate grants from ( during year)

4 Aggregate value at end of year

5 Did the organization inform all donors and donor advisors in writing that the assets held in donor advisedfunds are the organization ' s property, subject to the organization ' s exclusive legal control? F Yes I No

6 Did the organization inform all grantees , donors, and donor advisors in writing that grant funds can beused only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purposeconferring impermissible private benefit? fl Yes fl No

MRSTI-Conservation Easements . Complete if the organization answered "Yes" to Form 990, Part IV , line 7.

1 Purpose ( s) of conservation easements held by the organization ( check all that apply)

1 Preservation of land for public use ( e g , recreation or education ) 1 Preservation of an historically important land area

1 Protection of natural habitat 1 Preservation of a certified historic structure

fl Preservation of open space

2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservationeasement on the last day of the tax year

a Total number of conservation easements

b Total acreage restricted by conservation easements

c Number of conservation easements on a certified historic structure included in (a)

d Number of conservation easements included in (c) acquired after 8/17/06, and not on ahistoric structure listed in the National Register

Held at the End of the Year

2a

2b

2c

2d

3 N umber of conservation easements modified, transferred , released, extinguished , or terminated by the organization during

the tax year 0-

4 N umber of states where property subject to conservation easement is located 0-

5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, andenforcement of the conservation easements it holds? fl Yes fl No

6 Staff and volunteer hours devoted to monitoring , inspecting , and enforcing conservation easements during the year

0-

7 Amount of expenses incurred in monitoring , inspecting , and enforcing conservation easements during the year

0- $

8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i)and section 170(h)(4)(B)(ii)? F Yes 1 No

9 In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, andbalance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describesthe organization's accounting for conservation easements

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.Complete if the oraanization answered "Yes" to Form 990. Part IV. line 8.

la If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheetworks of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of publicservice, provide, in Part XIII, the text of the footnote to its financial statements that describes these items

b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheetworks of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of publicservice, provide the following amounts relating to these items

(i) Revenues included in Form 990, Part VIII, line 1 $

(ii)Assets included in Form 990, Part X $

2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide thefollowing amounts required to be reported under SFAS 116 (ASC 958) relating to these items

a Revenues included in Form 990, Part VIII, line 1 $

b Assets included in Form 990, Part X $

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 52283D Schedule D ( Form 990) 2012

Supplemental Financial Statements

0- Complete if the organization answered "Yes," to Form 990,Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b

0- Attach to Form 990. 0- See separate instructions.

Schedule D (Form 990) 2012 Page 2

r:FTnFW Organizations Maintaining Collections of Art, Historical Treasures , or Other Similar Assets (continued)

3 Using the organization's acquisition, accession, and other records, check any of the following that are a significant use of itscollection items (check all that apply)

a F Public exhibition d F Loan or exchange programs

b F Scholarly research e (- Other

c F Preservation for future generations

4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose inPart XIII

5 During the year, did the organization solicit or receive donations of art, historical treasures or other similarassets to be sold to raise funds rather than to be maintained as part of the organization's collection? 1 Yes F No

Escrow and Custodial Arrangements . Complete if the organization answered "Yes" to Form 990,Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

la Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets notincluded on Form 990, Part X7 1 Yes F No

b If "Yes," explain the arrangement in Part XIII and complete the following table

c Beginning balance 1c

d Additions during the year ld

e Distributions during the year le

f Ending balance if

A mount

2a Did the organization include an amount on Form 990, Part X, line 21? fl Yes fl No

b If"Yes," explain the arrangement in Part XIII Check here if the explanation has been provided in Part XI II . . . . . . . . F

MWAF-Endowment Funds . Com p lete if the org anization answered "Yes" to Form 990 , Part IV, line 10.

la Beginning of year balance .

b Contributions

c Net investment earnings, gains, and losses

d Grants or scholarships . .

e Other expenditures for facilitiesand programs

f Administrative expenses

g End of year balance .

(a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back

265,665,278 285,700,930 250,866,950 228,309,201 306,150,743

2,177,075 923,239 2,648,301 4,126,779 766,137

36,308,601 -6,890,718 46,642,383 33,298,527 -64,447,642

13, 658, 600 14, 068,173 14, 456, 704 14, 867, 557 14,160, 037

290,492,354 265,665,278 285,700,930 250,866,950 228,309,201

2 Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as

a Board designated or quasi-endowment 0- 6 000 %

b Permanent endowment 0- 64 000 %

c Temporarily restricted endowment 0- 30 000 %

The percentages in lines 2a, 2b, and 2c should equal 100%

3a Are there endowment funds not in the possession of the organization that are held and administered for theorganization by Yes No

(i) unrelated organizations . . . . . . . . . . . . . . . . . . . . . . . . 3a(i) Yes

(ii) related organizations . . . . . . . . . . . . . . . . . . . . . . 3a(ii) No

b If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? . . I 3b

4 Describe in Part XIII the intended uses of the organization's endowment funds

Land . Buildings . and Eauiument. See Form 990. Part X. line 10.

Description of property (a) Cost or otherbasis (investment)

(b)Cost or otherbasis (other)

(c) Accumulateddepreciation

(d) Book value

la Land 0 26,151,291 26,151,291

b Buildings 0 264,020,723 93,698,789 170,321,934

c Leasehold improvements . .

d Equipment 0 19,588,250 13,984,327 5,603,923

e Other 0 3,504,913 3,385,856 119,057

Total . Add lines la through 1e (Column (d) must equal Form 990, Part X, column (B), line 10(c).) . 202,196,205

Schedule D (Form 990) 2012


MWETF-investments -0ther Securities . See Form 990. Part X. line 12.

(a) Description of security or category(including name of security)

( b)Book value ( c) Method of valuationCost or end- of-year market value

(1 )Financial derivatives

(2)Closely-held equity interests

(3)Other(A) HEDGE FUNDS 106,222,269 F

(B) PRIVATE EQUITY FUNDS 6,991,191 F

(C) DISTRESSED OPPORTUNITY FUNDS 3,346,044 F

(D) EMERGING MARKETS 1,884,033 F

(E) SENIOR DIRECT LOAN FUNDS 1,700,270 F

(F) REAL ESTATE FUNDS 4,856,735 F

(G) SD&A TELESERVICES, INC 2,051,279

Total . (Column (b) must equa l Form 990, Part X, col (B) line 12) 12 7,0 5 1,8 2 1

Investments- Pro ram Related . See Form 990 , Part X , line 1 3.(a) Description of investment type ( b) Book value (c) Method of valuation

Cost or end- of-year market value

Total . (Column (b) must equa l Form 990, Part X, col (8) line 13 )

Other Assets . See Form 990 , Part X line 15.(a) DescriDtion (b) Book value

(1) CONSTRUCTION IN PROGRESS 15,787,389

(2) BENEFICIAL INTEREST IN PERPETU 18,755,838

(3) CONTRIBUTIONS RECEIVABLE 1,309,981

(4) INVESTMENT IN JOINT VENTURE 711,387

Total . (Column (b) must equal Form 990, Part X, co/.(8) line 15.)

Other Liabilities . See Form 990 , Part X , line 25.1 (a) Description of liability (b) Book value

Federal income taxes 0


. 0.1 36,564,595

Total . (Column (b) must equa l Form 990, Part X, col (8) line 25) I 0

2. Fin 48 (ASC 740) Footnote In Part XIII, provide the text of the footnote to the organization's financial statements that reports theorganization ' s liability for uncertain tax positions under FIN 48 (ASC 740) Check here if the text of the footnote has been provided inPart XIII F



171174W Reconciliation of Revenue per Audited Financial Statements With Revenue per Return

1 Total revenue, gains, and other support per audited financial statements . 1

2 Amounts included on line 1 but not on Form 990, Part VIII, line 12

a Net unrealized gains on investments . 2a

b Donated services and use of facilities . 2b

c Recoveries of prior year grants 2c

d Other (Describe in Part XIII ) 2d

e Add lines 2a through 2d . . . . . . . . . . . . . . . . . . . . 2e

3 Subtract line 2e from line 1 . . . . . . . . . . . . . . . . . . . . 3

4 Amounts included on Form 990, Part VIII, line 12, but not on line 1

a Investment expenses not included on Form 990, Part VIII, line 7b 4a

b Other (Describe in Part XIII ) . . . . . . . . . . 4b

c Add lines 4a and 4b . . . . . . . . . . . . . . . . . . . . . . 4c

5 Total revenue Add lines 3 and 4c. (This must equal Form 990, Part I, line 12 ) . . . . .

-

5

of Ex penses per Audited Financial Statements With Ex penses per17W.Off Return

1 Total expenses and losses per audited financial statements . . . . . . . . . . 1

2 Amounts included on line 1 but not on Form 990, Part IX, line 25

a Donated services and use of facilities . 2a

b Prior year adjustments 2b

c Other losses . . . . . . . . . . . . . . . 2c

d Other (Describe in Part XIII ) . . . . . . . . . . . 2d

e Add lines 2a through 2d . . . . . . . . . . . . . . . . . . . . . 2e

3 Subtract line 2e from line 1 . . . . . . . . . . . . . . . . . . . . 3

4 Amounts included on Form 990, Part IX, line 25, but not on line 1:

a Investment expenses not included on Form 990, Part VIII, line 7b 4a

b Other (Describe in Part XIII ) . . . . . . . . . . . 4b

c Add lines 4a and 4b . . . . . . . . . . . . . . . . . . . . . . 4c

5 Total expenses Add lines 3 and 4c. (This must equal Form 990, Part I, line 18 ) . . . . . 5

OTIT."M Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9, Part III, lines la and 4, Part IV, lines lb and 2b,Part V, line 4, Part X, line 2, Part XI, lines 2d and 4b, and Part XII, lines 2d and 4b Also complete this part to provide any additionalinformation


PT III, LINE 1A THE MUSEUM'S COLLECTION COMPRISES MORE THAN13,500 objects and works of art the collections are maintainedfor public exhibition, education, and research in furtherance ofpublic service rather than for financial gain and are consideredto have cultural, aesthetic or historical value worth preservingperpetually in conformity with accounting practices generallyfollowed by art museums, the value of the museum's collectionshas been excluded from the consolidated statements of financialposition contributions for purchases of art objects are recordedas increases in net assets and purchases of art objects arerecorded as decreases in net assets in the consolidatedstatement of activities

Part III, Line 4 The high musuem of art has more than 13,500 objects andworks of art in its permanent collection, an extensive anthologyof 19th and 20th century american and decorative art,significant holdings of european paintings, a growing collectionof african-american art, and a burgeoning collection of modern,contemporary, and african art the high is dedicated tosupporting and collecting works by southern artists, and isdistinguished as the only major museum in North America tohave a curatorial department specifically devoted to the field offolk and self-taught art

Part V, Line 4 Endowment funds are available for use in operational supportand organizational growth

Part X, Line 2 The Arts Center is a nonprofit organization for the cultural arts,exempt from income taxation under the provisions of Section501(c)(3) of the Internal Revenue Code of 1986, as amendedThe Arts Center has a wholly owned subsidiary, SD&ATeleservices, Inc , that pays income taxes based on reportedincome before income taxes Deferred income taxes reflect theeffect of temporary differences between asset and liabilityamounts that are recognized for financial reporting purposes andthe amounts that are recognized for income tax purposes SD&Ahad an income tax expense forthe years ended May 31, 2013and 2012, of approximately $206,000 and $203,000,respectively ASC 740, Accounting for Uncertainty in IncomeTaxes, establishes the criterion that an individual tax positionhas to meet for some or all of the benefits of that position to berecognized in the Arts Centers consolidated financialstatements UnderASC 740, the Arts Center is required todetermine that the relevant tax authority would more likely thannot sustain its tax position following an IRS audit The ArtsCenter adopted the provisions ofASC 740 effective August 1,2007, and has applied this criterion to all tax positions for whichthe statute of limitations remains open Tax years open toexamination by tax authorities under the statute of limitationsinclude fiscal 2009 through 2013 The Arts Center hasdetermined that its material tax positions satisfy the more likelythan not criterion and that no provision for income taxes wasrequired at May 31, 2013 and 2012, for uncertain tax positions



SCHEDULEG SU lemental Information Re ardin OMB No 1545-0047

(Form 990 or 990-EZ) pp g gFundraising or Gaming ActivitiesComplete if the organization answered "Yes" to Forth 990, Part IV, lines 17, 18, or 19, or if the organization entered

more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part.

Department of the Treasury PrAttach to Form 990 or Forth 990-EZ. PrSee separate instructions.



2012


58-0633971

Fundraising Activities . Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Indicate whether the organization raised funds through any of the following activities Check all that apply

a F Mail solicitations e F Solicitation of non-government grants

b F Internet and email solicitations f F Solicitation of government grants

c F Phone solicitations g F Special fundraising events

d F In-person solicitations

2a Did the organization have a written or oral agreement with any individual (including officers, directors, trusteesor key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services? F Yes 1! No

b If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser isto be compensated at least $5,000 by the organization

(i) Name and address of (ii) Activity ( iii) Did (iv) Gross receipts ( v) Amount paid to (vi) Amount paid toindividual fundraiser have from activity (or retained by) (or retained by)

or entity ( fundraiser ) custody or fundraiser listed in organizationcontrol of col (i)

contributions?

Yes No

COXE CURRY CAMPAIGN

ASSOCIATES CONSULT No 9,205,776 461,494 8,744,282

DANILLER AND CAMPAIGN

COMPANY CONSUL No 1,372,206 137,437 1,234,769

TRANSFORMATIONAL ELEFUNDING

DEVELOPMENTNo 250,000 40,952 209,048

ELEFUNDINGTAYLAR DEVELOPMENT No 357,810 117,275 240,535

ELEFUNDINGSDA TELESERVICES No 442,130 249,660 192,470

DIRECT RESOURCE CONSULTING

GROUPNo 186,188 357,782 0

ConsultingElisa Glazer No 24,658 0

ConsultingElizabeth Perry No 112,500 0

Total . . . . . . . . . . . . . . . . 11,814,110 1,501,758 10,621,104

3 List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration orlicensing

GA

For Paperwork Reduction Act Noticee see the Instructions for Form 990or 990-EZ . Cat No 50083H Schedule G ( Form 990 or 990 - EZ) 2012

Schedule G (Form 990 or 990-EZ) 2012 Page 2

Fundraising Events . Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reportedmore than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. Listevents with gross receipts greater than $5,000.

(a) Event #1 (b) Event #2 (c) Other events (d) Total events(add col (a) through

HIGH MUSEUM WIN SHOW HOUSES 5 col (c))

(event type) (event type) (total number)

co1 Gross receipts 2,131,225 1,007,205 971,803 4,110,233

752 Less Contributions 1,163,681 383,788 447,548 1,995,017

3 Gross income (line 1minus line 2) 967,544 623,417 524,255 2,115,216

4 Cash prizes

u75 Noncash prizes

6 Rent/facility costs 285,410 138,071 54,068 477,549

7 Food and beverages 129,006 84,051 182,254 395,311

8 Entertainment 115,804 60,391 176,195

9 Other direct expenses 333,988 , 178,091 , 84,877 596,956

10 Direct expense summary Add lines 4 through 9 i n column (d) ( 1 , 6 4

11 Net income summary Combine line 3, column (d), and line 10 . . . . . . . .469,205

Gaming . Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than$15,000 on Form 990-EZ, line 6a.

co (a) Bingo (b) Pull tabs/Instant (c) Other gaming (d) Total gaming (addbingo/progressive bingo col (a) through col

co (c))

1 Gross revenue .

2 Cash prizesu)C

3 Non-cash prizes

LIJ

4 Rent/facility costs .

5 Other direct expenses

F Yes F Yes F Yes6 Volunteer labor n No F No F No

7 Direct expense summary Add lines 2 through 5 in column (d) . . . . . . . . . . . ►

8 Net gaming income summary Combine lines 1 and 7 in column (d) . . . . . . . . . . ►

9 Enter the state (s) in which the organization operates gaming activities

a Is the organization licensed to operate gaming activities in each of these states? . . . . . . . . . . . . . Yes r No

b If "No," explain

------------- ------------------------- ------------------------- ------------------------- ------------------------ ------------------------- ------------------------- ------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10a Were any of the organization ' s gaming licenses revoked, suspended or terminated during the tax year? . . . . . F Yes F No

b If "Yes," explain

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Schedule G (Form 990 or 990-EZ) 2012


Does the organization operate gaming activities with nonmembers? . . . . . . . . . . . . . . . . . . Yes r- No

12 Is the organization a grantor , beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes r- No

13 Indicate the percentage of gaming activity operated in

a The organization ' s facility 13a

b An outside facility 13b

14 Enter the name and address of the person who prepares the organization ' s gaming/special events books and records

Name ►

Address ►

15a Does the organization have a contract with a third party from whom the organization receives gaming

revenue? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r- Yes r- No

b If "Yes," enter the amount of gaming revenue received by the organization ► $ and the

amount of gaming revenue retained by the third party $

c If "Yes," enter name and address of the third party

Name '

Address '

---------------- ------------------------------ ------------------------------ ------------------------------------------------------------ ------------------------------ -

16 Gaming manager information

Name llik^------------ ----------------------- ---------------------- ----------------------- ----------------------- ----------------------- ---------------------- -

Gaming manager compensation ► $ _ --------------------------------------------

Description of services provided---------- ------------------ ------------------ ------------------ ------------------- ------------------ ------------------ ------------------ ----------

r- Director/officer Employee Independent contractor

17 Mandatory distributions

a Is the organization required understate law to make charitable distributions from the gaming proceeds to

retain the state gaming license? . . . . . . . . . . . . . . . . . . . . . . . . . . . . r-Yes r-No

b Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization ' s own exempt activities during the tax year $

Supplemental Information . Complete this part to provide the explanations required by Part I , line 2b,columns ( iii) and (v ), and Part III, lines 9 , 9b, 10b , 15b, 15c, 16, and 17b, as applicable . Also complete thispart to provide any additional information ( see instructions).

IIdentifier Return Reference

IExplanation

Page 311



Schedule J Compensation Information OMB No 1545-0047

(Form 990)For certain Officers, Directors, Trustees, Key Employees, and Highest

2012Compensated Employees1- Complete if the organization answered "Yes" to Form 990,

Department of the Treasury Part IV, question 23. PublicOpen to

Internal Revenue Service 1- Attach to Form 990. 1- See separate instructions. Inspection



58-0633971

Questions Regarding Compensation

la Check the appropiate box(es ) if the organization provided any of the following to or for a person listed in Form990, Part VII , Section A, line la Complete Part III to provide any relevant information regarding these items

F First-class or charter travel 1 Housing allowance or residence for personal use

F Travel for companions 1 Payments for business use of personal residence

1 Tax idemnification and gross - up payments 1 Health or social club dues or initiation fees

1 Discretionary spending account F Personal services ( e g , maid, chauffeur, chef)

Yes I No

b If any of the boxes in line la are checked, did the organization follow a written policy regarding payment orreimbursement or provision of all of the expenses described above? If "No," complete Part III to explain lb Yes

2 Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,directors, trustees, and the CEO/Executive Director, regarding the items checked in line la? 2 Yes

3 Indicate which , if any, of the following the filing organization used to establish the compensation of theorganization 's CEO /Executive Director Check all that apply Do not check any boxes for methodsused by a related organization to establish compensation of the CEO /Executive Director, but explain in Part III

F Compensation committee F Written employment contract

F Independent compensation consultant F Compensation survey or study

F Form 990 of other organizations F Approval by the board or compensation committee

4 During the year, did any person listed in Form 990, Part VII, Section A, line la with respect to the filing organizationor a related organization

a Receive a severance payment or change-of-control payment? 4a Yes

b Participate in, or receive payment from, a supplemental nonqualified retirement plan? 4b Yes

c Participate in, or receive payment from, an equity-based compensation arrangement? 4c No

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III

Only 501 ( c)(3) and 501 ( c)(4) organizations only must complete lines 5-9.

5 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue anycompensation contingent on the revenues of

a The organization? 5a No

b Any related organization? 5b No

If "Yes," to line 5a or 5b, describe in Part III

6 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue anycompensation contingent on the net earnings of

a The organization? 6a No

b Any related organization? 6b No

If "Yes," to line 6a or 6b, describe in Part III

7 For persons listed in Form 990, Part VII, Section A, line la, did the organization provide any non-fixedpayments not described in lines 5 and 6? If "Yes," describe in Part III 7 Yes

8 Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that wassubject to the initial contract exception described in Regulations section 53 4958-4(a)(3)? If "Yes," describein Part III 8 No

9 If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulationssection 53 4958-6(c)? 9

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50053T Schedule 3 (Form 990) 2012

Schedule J (Form 990) 2012 Page 2

Officers , Directors , Trustees , Key Employees, and Highest Compensated Employees . Use duplicate copies if additional space is needed.For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in theinstructions, on row (ii) Do not list any individuals that are not listed on Form 990, Part VIINote . The sum of columns (B)(1)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line la, applicable column (D) and (E) amounts for that individual

(A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and (D) Nontaxable (E) Total of (F) Compensation

(i) Base (ii) Bonus & (iii) Other other deferred benefits columns reported as deferred

compensationincentive reportable compensation (B)(i)-(D) in prior Form 990

compensation compensation


Schedule 3 (Form 990) 2012

Schedule J (Form 990) 2012 Page 3

Supplemental InformationComplete this part to provide the information, explanation, or descriptions required for Part I, lines la, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part IIAlso complete this part for any additional information


PART I, LINE 4A Individuals who served AS OFFICERS FOR PART OF THE YEAR RECEIVED SEVERANCE PAYMENTS AFTERTHEIR EMPLOYMENT ENDED

PART 1, LINE 7 OFFICERS AND OTHER MANAGEMENT PERSONNEL ARE ELIGIBLE TO PARTICIPATE IN BONUSES

PART I, LINE 4B The arts center maintains a nonqualified plan for certain management personnel Total expense for 2012 was$201,780

Schedule 3 (Form 990) 2012

Additional Data

Software ID:

Software Version:

EIN: 58-0633971


Form 990, Schedule J, Part II - Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

Return to Form

(A) Name (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Deferred (D) Nontaxable (E) Total of columns (F) Compensation

(i) Base

Compensation

(ii) Bonus &incentive

compensation

(iii) Other

compensation

compensation benefits (B)(i)-(D) reported in prior Form990 or Form 990-EZ

Joseph R Bankoff (1)

(u)

290,136

000

00

21,2500

3,2550

314,6410

00

Virginia A Hepner (1) 174,968 174,968

Stephen Merz (i) 232,126 45,257 29,801 5,935 313,119

Stanley Romanstein (1) 317,347 45,000 1,945 13,358 16,704 394,354

Robert Spano (1) 662,658 20,750 6,257 689,665

Susan Booth (i) 272,751 23,923 3,113 299,787

Michael Shapiro (1) 547,285 30,000 5,000 234,280 4,471 821,036

Don Fox (1) 248,186 32,016 21,250 12,495 313,947

Philip Verre (i) 254,279 11,103 29,304 5,935 300,621

David Brenneman (1) 202,734 32,402 22,400 5,935 263,471

Clayton Schell (1)

(11)

210,053 15,400 16,603 242,056

efile GRAPHIC urint - DO NOT PROCESS I As Filed Data - I DLN: 93493105001004

Schedule K OMB No 1545-0047

(Form 990) Supplemental Information on Tax Exempt BondsComplete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,1- 2012

explanations, and any additional information in Part VI.

Department of the Treasury 1- Attach to Form 990. 1- See separate instructions. •


Name of the organization Employer identification number

ROBERT W WOODRUFF ARTS CENTER INC58-0633971

Bond Issues

(h) On(i) Pool

(a) Issuer name ( b) Issuer EIN (c) CUSIP # ( d) Date issued ( e) Issue price (f) Description of purpose(g) Defeased behalf of

financingissuer

Yes No Yes No Yes No

DEVELOPMENT AUTHORITYA OF DEKALB COUNTY 58-1500666 2404633G5 09-24-2009 5,343,160 REFUND 2/1/02 X X X

DEVELOPMENT AUTHORITYREFUND 2/1/02,4/28/04,

B OF FULTON COUNTY 58-1639487 359900ZQ3 09-24-2009 125,692,1911/16/08

X X X

DEVELOPMENT AUTHORITYC OF FULTON COUNTY 58-1639487 359900ZL4 09-24-2009 65,000,000 REFUND 2/1/02 X X X

n n.ii Proceeds

A B C D

1 A mount of bonds retired 0 0 0

2 Amount of bonds legally defeased 0 0 0

3 Total proceeds of issue 5,343,160 125,692,191 65,000,000

4 Gross proceeds in reserve funds 261,750 5,901,250 0

5 Capitalized interest from proceeds 0 0 0

6 Proceeds in refunding escrows 0 0 0

7 Issuance costs from proceeds 91,410 1,425,941 520,605

8 Credit enhancement from proceeds 0 0 274,395

9 Working capital expenditures from proceeds 0 0 0

10 Capital expenditures from proceeds 0 0 0

11 Other spent proceeds 4,990,000 118,365,000 64,205,000

12 Other unspent proceeds 0 0 0

13 Year of substantial completion

Yes No Yes No Yes No Yes No

14 Were the bonds issued as part of a current refunding issue? X X X

15 Were the bonds issued as part of an advance refunding issue? X X X

16 Has the final allocation of proceeds been made? X X X

17 Does the organization maintain adequate books and records to support the finalallocation of proceeds?

X X X

i n.iii Private Business Use

A B C D


1 Was the organization a partner in a partnership, or a member of an LLC, which ownedproperty financed by tax-exempt bonds?

X X X

2 Are there any lease arrangements that may result in private business use of bond-X X X

financed property?

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50193E Schedule K ( Form 990) 2012

Schedule K (Form 990) 2012 Pa g e 2

Private Business Use (Continued)

A B C D


3a Are there any management or service contracts that may result in private business useof bond-financed property?

X X X

b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outsidecounsel to review any management or service contracts relating to the financed X X Xproperty?

c Are there any research agreements that may result in private business use of bond-financed property? X X X

d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outsidecounsel to review any research agreements relating to the financed property?

4 Enter the percentage of financed property used in a private business use by entitiesother than a section 501(c)(3) organization or a state or local government 0- 0% 0% 0% %

5 Enter the percentage of financed property used in a private business use as a result ofunrelated trade or business activity carried on by your organization, another section 501 0% 0% 0% %(c)(3) organization, or a state or local government 0-

6 Total of lines 4 and 5 0% 0% 0% %

7 Does the bond issue meet the private security or payment test? X X X

ga Has there been a sale or disposition of any of the bond financed property to anongovernmental person other than a 501(c)(3) organization since the bonds were X X Xissued?

b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of

c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections1 141-12 and 1 145-27

X X X

g Has the organization established written procedures to ensure that all nonqualifiedbonds of the issue are remediated in accordance with the requirements under X X XRegulations sections 1 141-12 and 1 145-2?

ArbitrageA B C D


1 Has the issuerfiled Form 8038-T? X X X

2 If "No" to line 1, did the following apply?

a Rebate not due yet? X X X

b Exception to rebate?

c No rebate due?

If you checked No rebate due" in line 2c, provide in Part VIthe date the rebate computation was performed

3 Is the bond issue a variable rate issue? X X X

4a Has the organization or the governmental issuer enteredinto a qualified hedge with respect to the bond issue?

X X X

b Name of provider 0 0 0

c Term of hedge

d Was the hedge superintegrated?

e Was a hedge terminated?

Schedule K (Form 990) 2012

Schedule K (Form 990) 2012 Page 3

Arbitrage (Continued )

A B C D


5a Were gross proceeds invested in a guaranteed investmentX X X

contract (GIC)7

b Name of provider 0 0 0

c Term of GIC

d Was the regulatory safe harbor for establishing the fair marketvalue of the GIC satisfied?

6 Were any gross proceeds invested beyond an available temporaryperiod?

X X X

7 Has the organization established written procedures to monitorthe requirements of section 148?

X X X

Procedures To Undertake Corrective ActionA B C D


1 Has the organization established written procedures to ensurethat violations of federal tax requirements are timely identified

X X Xand corrected through the voluntary closing agreement program ifself-remediation is not available under applicable regulations?

Su lemental Information . Com p lete this p art to p rovide additional information for res p onses to q uestions on Schedule K ( see instructions ) .


Part III, Line 4 & 5 0 Issues A, B, and C were a single issue for federal income tax purposes and therefore, the respones to Part III, lines4 and 5 reflect percentages for the composite issue In addition, Woodruff Arts Center's post-issuance complianceprogram identified a contract related to a bond-financed parking garage that did not meet a safe harbor under RevProc 97-13 The contract accounted for the majority of the reported private use and is being corrected Based onan analysis conducted pursuant to its post-issuance compliance program, Woodruff Arts Center expects that it willbe able to blend down the private use such that the bonds will comply with the permitted 5% limit on private usewell before the end of the private use measurement period for the Bonds

Part III, Line 9, Part IV, Line 7, Part 0 Although written procedures were not in place during Fiscal Year 2013, such policies are subsequently beingV adopted for fiscal year 2014

Schedule K (Form 990) 2012


Schedule L Transactions with Interested Persons OMB No 1545-0047

(Form 990 or 990-EZ) 0- Complete if the organization answered

2012"Yes" on Form 990, Part IV , lines 25a , 25b, 26, 27, 28a , 28b, or 28c,or Form 990-EZ, Part V, line 38a or 40b.

Department of the Treasury 0- Attach to Form 990 or Form 990-EZ . 0- See separate instructions. • .



58-0633971

L^l Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).Cmmnlata iftha nrnanvatinn ancwarari "Yac" nn Fnrm 99O Part TV Iina 75a nr 75h nr Fnrm 990-F7 Part V Iina 40h

1 (a) Name of disqualified person (b) Relationship between disqualified (c) Description of transaction (d) Corrected?person and organization Yes No

2 Enter the amount of tax incurred by organization managers or disqualified persons during the year under section4958 . . . . . . . . . . . . . . . . . . . . . . . . . . . ► $

3 Enter the amount of tax, if any, on line 2, above, reimbursed by the organization . ► $

Loans to and/or From Interested Persons.Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26, or if the

(a) Name of (b) Relationship (c) Purpose (d) Loan to (e)Original (f)Balance (g) In (h) (i)Writteninterested with organization of loan or from the principal due default? Approved agreement?person organization? amount by board or

committee?

To From Yes No Yes No Yes No

Total ► $

Grants or Assistance Benefitting Interested Persons.Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested (b) Relationship between (c) Amount of assistance (d) Type of assistance (e) Purpose of assistanceperson interested person and the

organization

For Paperwork Reduction Act Noticee see the Instructions for Form 990 or 990 -EZ. Cat No 50056A Schedule L (Form 990 or 990-EZ) 2012

Schedule L (Form 990 or 990-EZ) 2012 Page 2

Business Transactions Involving Interested Persons.

Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.(a) Name of interested person (b) Relationship

between interestedperson and theorganization

(c) Amount oftransaction

(d) Description of transaction (e) Sharingof

organization'srevenues?

Yes No

(1) Paul Bowers Trustee 1,793,220 Utility Provider No

(2) Kerry Kohnen trustee 1,594,593 Heathcare Provider No

(3) Geri Thomas trustee 1,368,000 Banking Services No

(4) William Rogers Trustee 878,138 Banking Services No

Supplemental InformationCom p lete this part to provide additional information for responses to questions on Schedule L ( see instructions )


PART IV SEVERALTRUSTEES SERVE AS OFFICERS AT COMPANIESWITH WHICH WOODRUFF ARTS CENTER, INC HAS AVENDOR RELATIONSHIP BECAUSE OFTHE SIZE OFTRANSACTIONS BETWEEN THESE VENDORS ANDWOODRUFF ARTS CENTER, INC DURING THE FISCAL YEAR,THESE TRUSTEES ARE REPORTED AS INTERESTEDPERSONS PAUL BOWERS, PRESIDENT & CEO - GEORGIAPOWER COMPANY KERRY KOHNEN, PRESIDENT - KAISERPERMANENTE OF GA GERI THOMAS, GEORGIA MARKETPRESIDENT - BANK OF AMERICA WILLIAM ROGERS,CHAIRMAN &CEO - SUNTRUST

Schedule L (Form 990 or 990-EZ) 2012


SCHEDULEM Noncash Contributions OMB No 1545-0047

(Form 990)

2012Complete if the organizations answered "Yes" on Form

Department of the Treasury990, Part IV, lines 29 or 30.

P- Attach to Form 990.Internal Revenue Service


58-0633971

Types of Property

(a) (b) (c) (d)Check Number of contributions Noncash contribution Method of determining

if or items contributed amounts reported on noncash contribution amountsapplicable Form 990, Part VIII, line

1g

1 Art-Works of art . . . . X 63 0

2 Art-Historical treasures

3 Art-Fractional interests

4 Books and publications

5 Clothing and householdgoods . . . . . . .

6 Cars and other vehicles .

7 Boats and planes . . . .

8 Intellectual property . . .

9 Securities-Publicly traded . X 81 696,389 STOCK QUOTE

10 Securities-Closely held stock

11 Securities-Partnership, LLC,or trust interests

12 Securities-Miscellaneous

13 Qualified conservationcontribution-Historicstructures

14 Qualified conservationcontribution-O ther . . .

15 Real estate-Residential

16 Real estate-Commercial

17 Real estate-Other . . .

18 Collectibles . . . . .

19 Food inventory . . .

20 Drugs and medical supplies

21 Taxidermy . . . . . .

22 Historical artifacts . . . .

23 Scientific specimens . .

24 Archeological artifacts

Wine -

25 ( auction items X 110 131,134 fmv

THEATRICAL

26 ( SUPPLIES ) X 3 34,497 FMV

27 Other(

28 Other n ( )

29 Number of Forms 8283 received by the organization during the tax year for contributionsfor which the organization completed Form 8283, Part IV, Donee Acknowledgement . 29

Yes No

30a During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it

must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? 30a No

b If "Yes," describe the arrangement in Part II

31 Does the organization have a gift acceptance policy that requires the review of any non-standard contributions? 31 Yes

32a Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? . . . . . . . . . . . . . . . . . . . . . . . . 32a No

b If "Yes," describe in Part II

33 If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II

For Paperwork Reduction Act Noticee see the Instructions for Form 990 . Cat No 51227 ] Schedule M (Form 990 ) ( 2012)

Schedule M (Form 990 ) (2012) Page 2

Supplemental Information . Complete this part to provide the information required by Part I, lines 30b,32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, thenumber of items received , or a combination of both. Also com p lete this p art for an y additional information.


Sch M, Line 1 UNDER SFAS 116, THE ORGANZATION DOES NOT REPORTREVENUES FOR ARTWORK AND COLLECTIONS RECEIVEDON ITS FINANCIAL STATEMENTS AS REPORTED ON LINE 1OF SCHEDULE M

Sch M, Line 33 Donated works of art include painting, sculptures, prints,ceramics, decorative arts, and photography Column B - theorganization is reporting the number of contributions, not thenumber of items contributed

Schedule M (Form 990) (2012)


SCHEDULE 0OMB No 1545 0047

(Form 990 or 990-EZ) Supplemental Information to Form 990 or 990-EZ2012

Department of the Treasury Complete to provide information for responses to specific questions onForm 990 or to provide any additional information . Open

Internal Revenue Service1- Attach to Form 990 or 990-EZ. Inspection


Identifier ReturnReference

Explanation

Pt III, Line Young Audiences, Woodruff Arts Center(YA) The mission of Young Audiences, Woodruff Arts center(YA) is to4D transform the lives and learning of young people through the arts ya is georgic's leading provider of educational

arts programs for pre-k through high school students and one of 30 affiliates of young audiences, inc , the nation'slargest source for arts-in-education services founded in 1983 with just nine artists, ya has grown to anorganization offering more than 200 distinct programs presented by a roster of more than 70 professional artistsand ensembles our programs are designed to broaden students' understanding and appreciation of authentic artforms, engage them in the creative process, and link their learning to other areas of the curriculum our assemblyperformances, workshops, and residences encompass a wide variety of art forms, genres, and cultural traditions inthe visual, performing, and literary arts and we serve more than 350,000 Georgia students annually from more than75 counties across the state


Explanation

Pt VI, Line NEWBRIDGE MANAGEMENT, LLC PROVIDED FINANCIAL AND OTHER MANAGEMENT SERVICES TO woodruff ARTS3 CENTER DUTIES INCLUDED STAFFING THE ROLE OF CFO DURING A TRANSITION PERIOD THIS ENTAILED

SUPERVISING FINANCE AND IT STAFF AND CONSULTING WITH THE PRESIDENT AND CEO CONCERNINGEMPLOYMENT DECISIONS IN THESE DEPARTMENTS ADDITIONAL DUTIES INCLUDED EVALUATING AND UPDATINGPOLICIES IN THE FINANCE AND IT DEPARTMENTS TO IMPROVE FINANCIAL, OPERATIONAL, DATA SECURITY,INFORMATION TECHNOLOGY AND INTERNAL CONTROLS AS REQUESTED, THE CFO WAS RESPONSIBLE FORDEVELOPING AND EXECUTING POLICIES TO IMPROVE OPERATIONAL EFFiCIENCIES IN OTHER AREAS AS WELLNEWBRIDGE MANAGEMENT ALSO PROVIDED AN INTERIM CONTROLLER TO ASSIST THE CFO AS NEEDED


Explanation

Pt VI, Line During the fiscal year ending May 31, 2013, management of the Woodruff Arts Center identified fraudulent5 disbursements totaling approximately $1,440,000 Management engaged forensic and legal specialists to investigate

and quantify the extent of the fraud Their report concluded that the fraudulent disbursements occurred over aneight year period starting in the fiscal year ending May 31, 2006 and ending in the current fiscal year The reportfurther concluded that the fraudulent disbursements were the result of embezzlement by a former employee whohas since been convicted and sentenced for his criminal activities The fraudulent disbursements made in the fiscalyear ending May 31, 2013 were recorded as maintenance costs With the assistance of legal counsel, WoodruffArts Center has concluded that the former employee, who was Director of Facilities and not an officer, was not adisqualified person for purposes of section 4958 Woodruff Arts Center has recovered the amount of the financialloss through insurance proceeds In response to the fraud and to mitigate future risks, the board of the WoodruffArts Center and its managers have hired a new Chief Financial Officer, retained financial controls experts,implemented new procedures in its financial department, and made changes to its internal organizational structureThe board and officers continue to monitor and evaluate the safeguards the organization currently has in place


Explanation

Pt VI, Line THE FORM 990 IS COMPLETED ANNUALLY AND COPIES ARE PROVIDED TO THE ENTIRE BOARD OF TRUSTEES AS

11a WELL AS THE PRESIDENT/CEO OF THE ORGANIZATION THE DRAFT 990 IS ALSO PRESENTED TO TheGOVERNING BOARD AND THE AUDIT COMMITTEE, WHICH HAS THE OPPORTUNITY TO ASK QUESTIONS, ANDPROVIDE FEEDBACK OR COMMENTS WHICH ARE ADDRESSED AS NECESSARY A COPY OF THE APPROVED,SIGNED FORM 990 IS PROVIDED TO ALL OFFICERS, DIRECTORS, AND TRUSTEES BEFORE THE RETURN IS FILED


Explanation

Pt VI, Line Robert W Woodruff Arts Center, Inc (the "Arts Center") maintains a "Conflict of Interest Policy", originally adopted12C by the Board of Trustees in 1995, as amended thereafter (the "Policy") This policy applies to all Art Center trustees,

officers and employees, as well as other Arts Center representatives The Policy is intended to prevent the ArtsCenter from engaging with related persons in transactions which are impermissible or improper under Georgianonprofit corporation law or Federal tax law(although the Policy is more expansive than these laws ) The keydefinitions under the Policy are "Insider, "Family Member," and "Related Party " The Policy is reviewed and updated (ifnecessary) on an annual basis The updated document is then distributed to the Audit Committee for review andapproval A copy of the policy and a related questionnaire is then distributed ANNUALLY to all Arts Center Trustees,officers and senior management, as well as other Arts Center representatives Once responses are obtained, theyare reviewed and results compiled, including a list of potential conflicts to be reviewed by the Audit Committee andManagement The Audit Committee will determine whether a business or financial relationship involving a trustee orofficer should be entered into or continued In the case of any such relationship involving a trustee, such adetermination shall be set forth in a written report of the Audit Committee, signed by the Chairman and a majority ofthe Committee, and provided to the Board of Trustees If the governing board or committee has reasonable cause tobelieve a trustee, officer, employee, or other representative has failed to disclose actual or possible conflicts ofinterest, it shall inform the Individual of the basis for such belief and allow hirNher an opportunity to explain thealleged failure to disclose If, after hearing the response and after making further investigation as warranted by thecircumstances, the governing board or committee determines the trustee, officer, employee, or other representativehas failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and correctiveaction


Explanation

Pt VI, Line The determination of compensation for the officers and other key employees is the responsibility of the BOARD OF15 DIRECTORS OF THE Robert W Woodruff Arts Center, Inc which has delegated this to the Compensation Committee

The Compensation Committee is composed of INDEPENDENT board members whose responsibilities include, in part,the review and approval of the compensation for the officers and key employees The compensation agreementsdeliberated by the Committee are determined based on comparable data which is documented in the records of theCommittee's work Such documentation is meant to meet or exceed the requirements which would satisfy therebuttable presumption criteria under the intermediate sanctions language of the IRS As the composition of theCompensation Committee is comprised exclusively of Board members, each Board member completes a conflict ofinterest statement which is reviewed by the Center's management prior to the completion and filing of the return

Identifier Return ExplanationReference

Pt VI, Line Governing documents for the Robert W Woodruff Arts Center , Inc are registered with the State of Georgia19 Conflict of interest policy and financial statements are available upon request


Pt IX, Line Line 11g is in excess of 10% of total Functional Expense 10,251,254 - Atlanta Symphony Orchestra - Guest Artist11g Fees & Other Professional Services 830,968 - Alliance Theatre - Guest Artist Fees & Other Professional Services

637,779 - High Museum of Art - Exhibitions Related Professional Services 13,838 - Young Audiences - GuestArtist Fees & Other Professional Services


Pt XI, Line Other changes in net assets or fund balance 1,541,787 - Change in split interest agreements 2,646,016 - Change9 in minimum pension liability 1,466,450- Change in value interest rate swap 273,375 -income from subsidiary

corporation

jefile GRAPHIC print - DO NOT PROCESS

SCHEDULE R(Form 990)



As Filed Data -

Related Organizations and Unrelated Partnerships

1- Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.1- Attach to Form 990. 1- See separate instructions.

DLN:93493105001004

OMB No 1545-0047

2012


58-0633971

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a)Name, address, and EIN (if applicable) of disregarded entity

(b)Primary activity

(c)Legal domicile (stateor foreign country)

(d)Total income

(e)End-of-year assets

(f)Direct controlling

entity

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had oneor more related tax-exempt organizations during the tax year.)

(a)Name, address, and EIN of related organization

( b)Primary activity

(c)Legal domicile (stateor foreign country)

(d)Exempt Code section

(e)Public charity status

(if section 501(c)(3))

(f)Direct controlling

entity

(g)Section 512(b)(13) controlled

entity?

Yes No

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50135Y Schedule R (Form 990) 2012

Schedule R (Form 990) 2012 Page 2

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34because it had one or more related organizations treated as a partnership during the tax year.)

(a)Name, address, and EIN of

related organization

(b)Primary activity

(c)Legal

domicile(state orforeigncountry)

(d)Direct

controllingentity

(e)Predominant

income(related,unrelated,

excluded fromtax under

sections 512-514)

(f)Share of

total income

(g)Share of

end-of-yearassets

(h)Disproprtionateallocations?

(i)Code V-UBIamount inbox 20 of

Schedule K-1(Form 1065)

0)General ormanagingpartner?

(k)Percentageownership

Yes No Yes No

(1) CHASTAIN VENTURES

1280 PEACHTREE STREET NEATLANTA, GA 3030958-1930917

MUSICALPERFORMAN

GA NA B 50 50 Yes 50 000 %

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV,line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) (b) (c) (d) (e) (f) (g) (h) (i)Name, address, and EIN of Primary activity Legal Direct controlling Type of entity Share of total Share of end-of- Percentage Section 512

related organization domicile entity (C corp, S corp, income year ownership (b)(13)(state or foreign or trust) assets controlled

country) entity?

Yes No

(1) SD&A teleservices inc telemarketing na c corp 14,587,595 4,265,752 100 000 0/ Yes

5757 west century blvd GAlos angeles, CA 9004520-0883414

(2) E P McBurney Trust TRUST-INVESTING SUNTRUST TRUST 47,215 1,253,257 100 000 0/ No

303 peachtree street GAatlanta, GA 3030858-6029235

(3) E P MCBURNEY TRUST TRUST-INVESTING SUNTRUST TRUST 280,037 7,453,930 100 000 0/ No

303 PEACHTREE STREET GAATLANTA, GA 3030858-6029260

(4) LUCY CLAIR HARRIS TRUST-INVESTING WELLS FARGO TRUST 6,000 167,394 100 000 0/ NoTRUST

one west 4th streetGA

winstonsalem, NC 2710158-6163824

(5) Charitable Reminder trust trust investing various trust No(4)

GA

99-9999999

Schedule R (Form 990) 2012


ff^ Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)

Note . Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity

b Gift, grant, or capital contribution to related organization(s)

c Gift, grant, or capital contribution from related organization(s)

d Loans or loan guarantees to or for related organization(s)

e Loans or loan guarantees by related organization(s)

f Dividends from related organization(s)

g Sale of assets to related organization(s)

h Purchase of assets from related organization(s)

i Exchange of assets with related organization(s)

j Lease of facilities, equipment, or other assets to related organization(s)

k Lease of facilities, equipment, or other assets from related organization(s)

I Performance of services or membership or fundraising solicitations for related organization(s)

m Performance of services or membership or fundraising solicitations by related organization(s)

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s)

o Sharing of paid employees with related organization(s)

p Reimbursement paid to related organization(s) for expenses

q Reimbursement paid by related organization(s) for expenses

r Other transfer of cash or property to related organization(s)

s Other transfer of cash or property from related organization(s)

Page 3

YesFNo

No

No

No

No

No

if No

1g No

1h No

ii No

lj No

1k Yes

11 No

1m Yes

in No

to Yes

1p No

1q Yes

lr No

is No

2 If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds

(a)Name of other organization

(b)Transactiontype (a-s)

(c)Amount involved

(d)Method of determining amount involved

(1) Chastain Ventures k 474,414 cash

(2) sd&A teleservices inc M 249,660 cash

(3) sd&a teleservices inc 0 16,500 cash

(4) sd&a teleservices inc Q 1,525 CASH


Schedule R (Form 990) 2012 Page 4

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or grossrevenue) that was not a related organization See instructions regarding exclusion for certain investment partnerships

(a)Name, address, and EIN of entity

(b)Primary activity

(c)Legal

domicile(state orforeigncountry)

(d)Predominant

income(related,unrelated,

excluded fromtax under

section 512-

(e)Are all partners

section501(c)(3)

organizations?

(f)Share of

totalincome

(g)Share of

end-of-yearassets

(h)Disproprtionateallocations?

(i)Code V-UBIamount inbox 20

of ScheduleK-1

(Form 1065)

U)General ormanagingpart ner?

(k)Percentageownership

514)Yes No Yes No Yes No


Additional Data

Software ID:

Software Version:

EIN: 58-0633971



Return to Form

Page 5

JL^ffillll Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions)

Identifier I Return Reference I Explanation


4562 Depreciation and Amortization OMB No 1545-0172

Form


( Including Information on Listed Property)2012

Internal Revenue Service (99)Attachment

► See separate instructions . ► Attach to your tax return . Sequence No 179

Business or activity to which this form relates Identifying numberName ( s) shown on return GENERAL DEPRECIATIONROBERT W WOODRUFF ARTS CENTER INC

58-0633971

Election To Expense Certain Property Under Section 179

f te : If you have any listed property, complete Part V before you complete Part I.

1 Maximum amount (see instructions ) . . . . . . . . . . . . . . . . . . . . 1

2 Total cost of section 179 property placed in service ( see instructions ) . . . . . . . . . 2

3 Threshold cost of section 179 property before reduction in limitation ( see instructions ) . . . 3 $ 2,000,000

4 Reduction in limitation Subtract line 3 from line 2 If zero or less, enter - 0- . . . . . . . 4

5 Dollar limitation for tax year Subtract line 4 from line 1 If zero or less, enter - 0- If married

filing separately , see instructions . . . . . . . . . . . . . . . . . . . . . 5

6

6

(a) Description of property(b) Cost (business use I (c) Elected cost

only)

7 Listed property Enter the amount from line 29 7

8 Total elected cost of section 179 property Add amounts in column (c), lines 6 and 7 . . . .

9 Tentative deduction Enter the smaller of line 5 or line 8 . . . . . . . . . . . . . .

10 Carryover of disallowed deduction from line 13 of your 2011 Form 4562 . . . . . . . .

11 Business income limitation Enter the smaller of business income (not less than zero) or line 5 (see

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

12 Section 179 expense deduction Add lines 9 and 10, but do not enter more than line 11 . .

13 Carryover of disallowed deduction to 2013 Add lines 9 and 10, less line 12 . ► 13

Note : Do not use Part II or Part III below for listed property . Instead, use Part V.

Special Depreciation Allowance and Other Depreciation ( Do not include listed pr

14 Special depreciation allowance for qualified property (other than listed property) placed in service during

the tax year (see instructions) . . . . . . . . . . . . . . . . . . . . .

15 Property subject to section 168(f)(1) election . . . . . . . . . . . . . . .

16 Other depreciation (including ACRS) • • • • • • • • • • • •

8

9

10

11

12

operty ) (See instructions

14

15

16 271,474

MACRS Depreciation ( Do not include listed property.) (See instructions.)Section A

17 MACRS deductions for assets placed in service in tax years beginning before 2012 . . . . . 17

18 If you are electing to group any assets placed in service during the tax year into one or more general

asset accounts , check here . . . . . . . . . . . . . . . . . . . . . . I F

Section B-Assets Placed in Service Durin 20 12 Tax Year Usin the General De p reciation Sy stem

(a) Classification ofproperty

(b) Month andyear placed in

service

(c) Basis fordepreciation

(business/investmentuse

only-see instructions)

(d) Recoveryperiod (e) Convention (f) Method

(g)Depreciationdeduction

19a 3-year property

b 5-year property

c 7-year property

d 10-year property

e 15-year property

f 20-year property

g 25-year property 25 yrs S/L

hResidential rental 27 5 yrs MM S/L

property 27 5 yrs M M S/L

i Nonresidential real 39 yrs MM S/L

property M M S/L

Section C-Assets Placed in Service During 2012 Tax Year Using the Alternative Depreciation System

20a Class life S/L

b 12-year 12 yrs S/L

c40-year 40 yrs MM S/L

IT I1I Summary ( see instructions )

21 Listed property Enter amount from line 28 • • • • • • • • • • • • • • • • • • • • • 21

22 Total . Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21 Enter

here and on the appropriate lines of your return Partnerships and S corporations-see instructions • • 22 271,474

23 For assets shown above and placed in service during the current year, enter theportion of the basis attributable to section 263A costs 23 F

For Paperwork Reduction Act Notice, see separate instructions . Cat No 12906N Form 4562 (2012)

Form 4562 (2012) Page 2

Listed Property ( Include automobiles , certain other vehicles, certain computers, and property used forentertainment , recreation, or amusement.)Note : For any vehicle for which you are using the standard mileage rate or deducting lease expense,complete only 24a , 24b, columns (a) through (c) of Section A, all of Section B, and Section C if applicable.

Section A-De p reciation and Other Information ( Caution : See the instructions for limits for passenger automobiles. )

24a Do you have evidence to support the business / investment use claimed? fl Yes FN. 24b If 'Yes," is the evidence written? r-Yes I' No

(a) (b) Business/ (d) Basis for depreciation (f) (g) (h) ElectedType of property (list Date placed in investment Cost or other

(business/investmentRecovery Method/ Depreciation/

section 179vehicles first) service use basis

use only)period Convention deduction

costpercentage

25Special depreciation allowance for qualified listed property placed in service during the tax year and used more than

50% in a qualified business use (see instructions) 25

26 Property used more than 50% in a qualified business use

27 Prooerty used 50% or less in a auallfled business useS/L-

S/L-

S/ L -

28 Add amounts in column ( h), lines 25 through 27 Enter here and on line 21 , page 1 28

29 Add amounts in column ( I), line 26 Enter here and on line 7, page 1 29

Section B-Information on Use of VehiclesComplete this section for vehicles used by a sole proprietor, partner, or other more than 5% owner," or related personTf vnu nrnvuderl vehicles to vnur PmnlnvPPs_ first answer the niiestinns in Section C to SPP if you meet an Pxcention to comnlefinn this section for those vehicles

30Total business/investment miles driven during thed t t ll d

( a)Vehicle 1

(b)Vehicle 2

(c)Vehicle 3

(d )Vehicle 4

( e)Vehicle 5

(f)Vehicle 6

year ( o no e commu ing mi es)inc u

31 Total commuting miles driven during the year

32 Total other persona I(noncommuting) miles driven

33 Total miles driven during the year Add lines 30through 32 .

34 Was the vehicle available for personal use Yes No Yes No Yes No Yes No Yes No Yes No

during off-duty hours? .

35 Was the vehicle used primarily by a more than 5%owner or related person? .

36Is another vehicle available for personal use?

Section C-Questions for Employers Who Provide Vehicles for Use by Their EmployeesAnswer these questions to determine if you meet an exception to completing Section B for vehicles used by employees who are not more than5% owners or related p ersons ( see instructions )

37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by your Yes Noemployees? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

38 Do you maintain a written policy statement that prohibits personal use of vehicles, except commuting, by youremployees? See the instructions for vehicles used by corporate officers, directors, or 1% or more owners

39 Do you treat all use of vehicles by employees as personal use? . . . . . . . . . . . . . . . . . .

40 Do you provide more than five vehicles to your employees, obtain information from your employees about the use ofvehicles, and retain the information received? . . . . . . . . . . . . . . . . . . . . . . .

41 Do you meet the requirements concerning qualified automobile demonstration use? (See instructions ) . . . . .

Note : If your answer to 37, 38, 39, 40, or 41 is "Yes," do not complete Section B for the covered vehicles

Amortization

e(a) Date izatlonA mortAmortzable Code Amortization for

Description of costs amortization period oramount section this year

begins percentage

42 Amortization of costs that begins during your 2012 tax year ( see instructions)

43 Amortization of costs that began before your 2012 tax year . . . . . . . . . . . . 43

44 Total . Add amounts in column (f) See the instructions for where to report . . . . . . . 44

Form 4562(2012)

Documents

990 Return ofOrganization ExemptFromIncomeTax990s.foundationcenter.org/990_pdf_archive/580/... · color purple, sister act the musical, elton John and tim Rice's Aida, alfred uhry's