TY 2011 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2011

Open to Public Inspection

A For the calendar year, or tax year beginning 01-01-2011 and ending 12-31-2011

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
Union Station Kansas City Inc

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
30 West Pershing Road

Room/suite

City or town, state or country, and ZIP + 4
Kansas City, MO64108

D Employer identification number

43-1890025

E Telephone number

G Gross receipts $ 13,487,808

F Name and address of principal officer:
GEORGE M GUASTELLO II
30 W PERSHING RD SUITE 400
Kansas City,MO64108

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

www.unionstation.org

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 2000

M State of legal domicile: MO

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: TO BE RECOGNIZED AS THE REGION'S FINEST EDUCATIONAL AND CULTURAL RESOURCE.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a).....	3	12
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	11
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...	5	65
6	Total number of volunteers (estimate if necessary) ....	6	264
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	4,849,246	3,007,912
9	Program service revenue (Part VIII, line 2g) .........	3,173,415	4,155,493
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	-55,361	4,649
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	43,910	1,783,492
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	8,011,210	8,951,546
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), lines 5–10)	2,393,920	2,490,890
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	7,786,508	9,317,182
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	10,180,428	11,808,072
19	Revenue less expenses. Subtract line 18 from line 12.......	-2,169,218	-2,856,526
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	166,950,636	163,397,837
21	Total liabilities (Part X, line 26).............	33,239,808	32,543,535
22	Net assets or fund balances. Subtract line 21 from line 20.....	133,710,828	130,854,302

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title.

Paid preparer use only

Print/type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name Right pointing arrowhead image

Firm's EIN Right pointing arrowhead image

Firm's address Right pointing arrowhead image

Phone no.

May the IRS discuss this return with the preparer shown above? See instructions ......... bullet

YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2011)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III .........

Briefly describe the organization’s mission: SEE SCHEDULE O

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

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? .......................... Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts 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 $ 2,092,031 including grants of $ 0 ) (Revenue $ 1,011,798 )
	SEE SCHEDULE O

4b	(Code: ) (Expenses $ 2,352,858 including grants of $ 0 ) (Revenue $ 12,011 )
	SEE SCHEDULE O

4c	(Code: ) (Expenses $ 3,300,402 including grants of $ 0 ) (Revenue $ 2,895,942 )
	SEE SCHEDULE O

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 2,695,174 including grants of $ 0 ) (Revenue $ 235,742 )
4e	Total program service expenses$ 10,440,465

Form 990 (2011)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A Click to see attachment

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

Yes

Is the organization required to complete Schedule B, Schedule of Contributors? Click to see attachment

........

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II.........................

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 III........................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I Click to see attachment

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

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 II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

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

Yes

Did the organization report an amount in Part X, line 21; serve as a custodian 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 Click to see attachment

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

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

Yes

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:

Did the organization report an amount for land, buildings, and equipment in Part X, line10? If “Yes,” complete Schedule D, Part VI. Click to see attachment

11a

Yes

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 VII. Click to see attachment

11b

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. Click to see attachment

11c

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. Click to see attachment

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X. Click to see attachment

11e

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X. Click to see attachment

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI, XII, and XIII Click to see attachment

12a

Yes

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered ‘No’ to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E

14a

Did the organization maintain an office, employees, or agents outside of the United States?....

14a

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 investments valued at $100,000 or more? If “Yes,” complete Schedule F, Part I......... Click to see attachment

14b

Yes

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II.. Click to see attachment

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III.. Click to see attachment

Did the organization report a total of more than $15,000, of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I

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..........

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................

20a

Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statement to this return? Note. All Form 990 filers that operated one or more hospitals must attach audited financial statements.

20b

Form 990 (2011)

Page 4

Part IV

Checklist of Required Schedules (continued)

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

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

Did the organization answer “Yes” to Part VII, Section A, questions 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J................ Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer questions 24b–24d and complete Schedule K. If “No,” go to line 25................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

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...... Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................ Click to see attachment

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II......................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III......... Click to see attachment

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

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ......................... Click to see attachment

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV................... Click to see attachment

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or owner? If “Yes,” complete Schedule L, Part IV.. Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............

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

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II.......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Yes

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1..................... Click to see attachment

35a

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

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

35b

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........... Click to see attachment

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 Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2011)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V .........

Yes

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

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable.

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

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements filed for the calendar year ending with or within the year covered by this return .....................

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

Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions)

Yes

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

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

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

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

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

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

If “Yes” to line 5a or 5b, did the organization file Form 8886-T? ........

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

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

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

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

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

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

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

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

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

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

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

Sponsoring organizations maintaining donor advised funds.

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

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

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

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

10a

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

10b

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

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against 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?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year.

12b

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

Is the organization licensed to issue qualified health plans in more than one state?
Note. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.

13a

Enter the aggregate amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans.

13b

Enter the aggregate amount of reserves on hand.

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2011)

Page 6

Part VI

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 O. See instructions.

Check if Schedule O contains a response to any question in this Part VI .........

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year
If the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent .................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? .................

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

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ..........

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O .....

Section B. Policies (This Section B requests information about policies not required by the Internal
Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

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 filing the form?

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Were officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done ....................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

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

Yes

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

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

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

16a

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

16a

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

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

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.

Own website Another's website Upon request

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization: MediumBullet

RIA SORRELL
30 W PERSHING RD SUITE 400
Kansas City,MO64108
(816) 460-2250

Form 990 (2011)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII .........

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

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. 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 the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of 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 the
organization, 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; highest
compensated employees; and former such persons.

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

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) MICHAEL R HAVERTY BOARD CHAIRMAN	2.0	X	X	0	0	0
(2) ROBERT D REGNIER BOARD VICE-CHAIRMAN	2.0	X	X	0	0	0
(3) MICHAEL COPELAND DIRECTOR	2.0	X		0	0	0
(4) LEE A DERROUGH BOARD VICE PRESIDENT-GUEST SVC	2.0	X	X	0	0	0
(5) PEGGY J DUNN DIRECTOR	2.0	X		0	0	0
(6) KATRINA A HENKE BOARD VICE PRESIDENT-VOLUNTEER	2.0	X	X	0	0	0
(7) GREG M GRAVES DIRECTOR	2.0	X		0	0	0
(8) DAN LOWE DIRECTOR	2.0	X		0	0	0
(9) RAMON MURGUIA DIRECTOR	2.0	X		0	0	0
(10) JACQUELINE I SNYDER DIRECTOR	2.0	X		0	0	0
(11) PETER K YELORDA DIRECTOR	2.0	X		0	0	0
(12) R CROSBY KEMPER III DIRECTOR	2.0	X		0	0	0
(13) GEORGE M GUASTELLO II CHIEF EXECUTIVE OFFICER	40.0		X	274,403	0	18,072
(14) JERRY R BABER SENIOR VICE PRESIDENT & CFO	40.0		X	162,153	0	20,648

Form 990 (2011)

Page 8

Part VII

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

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)						(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	436,556	0	38,720

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

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual .............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person .....

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation 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
UNIGUARD	SECURITY SERVICES	415,161
RIVER CITY STUDIOS	MARKETING SERVICES	368,721
ISS FACILITY SERVICES - KC	JANITORIAL SERVICES	343,931
JE DUNN CONSTRUCTION	CONSTRUCTION	285,780
DH PACE SYSTEMS INTEGRATION	PARKING GARAGE SYST	191,883
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 13

Form 990 (2011)

Page 9

Part VIII

Statement of Revenue

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e		1,400,357

f	All other contributions, gifts, grants, and similar amounts not included above1f		1,607,555
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			3,007,912
			Business Code
2a	ADMISSIONS TO EXHIBITS, PROGRAMS & SHOWS		900,099	4,155,493	4,155,493
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			4,155,493
3	Investment income (including dividends, interest
	and other similar amounts).....			1,377			1,377
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross rents	5,632,283
b	Less: rental expenses	4,533,310
c	Rental income or (loss)	1,098,973
d	Net rental income or (loss).......			1,098,973			1,098,973
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory		3,272
b	Less: cost or other basis and sales expenses
c	Gain or (loss)		3,272
d	Net gain or (loss)..........			3,272			3,272
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a		548,812
b	Less: cost of goods sold ..b		2,952
c	Net income or (loss) from sales of inventory..			545,860			545,860
Miscellaneous Revenue			Business Code
11a	OTHER INCOME		900,099	138,659			138,659
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			138,659
12	Total revenue. See Instructions....			8,951,546	4,155,493		1,788,141

Form 990 (2011)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).
Check if Schedule O contains a response to any question in this Part IX. .........

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 and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. 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 ....	455,221	415,408	39,813
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	1,633,352	1,490,500	142,852
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	34,831	31,785	3,046
9	Other employee benefits .......	201,926	184,266	17,660
10	Payroll taxes ...........	165,560	151,080	14,480
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	60,602		60,602
c	Accounting ...........	53,500		53,500
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	0
g	Other ..........	536,115	536,115
12	Advertising and promotion ....	678,899	631,250	47,649
13	Office expenses .......	688,012	663,675	24,337
14	Information technology ......	159,466	159,466
15	Royalties ..	342,597	342,597
16	Occupancy ...........	853,007	665,599	187,408
17	Travel ............	78,431	73,586	4,845
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	0
20	Interest ...........	231,729		231,729
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	4,726,724	4,205,403	521,321
23	Insurance ..............	0
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.)
a	PROGRAMMING EXPENSE	187,278	168,913	18,365
b	TRAVELING EXHIBIT COSTS	604,528	604,528
c	DUES & LICENSES	110,806	110,806
d	BAD DEBT EXPENSE	5,488	5,488
e
f	All other expenses
25	Total functional expenses. Add lines 1 through 24f	11,808,072	10,440,465	1,367,607	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2011)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			1,539,441	1	1,666,202
2	Savings and temporary cash investments .......			483,721	2	1,652,748
3	Pledges and grants receivable, net .........			139,576	3	65,252
4	Accounts receivable, net .........			296,392	4	414,764
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........			0	5	0
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........			0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ............			999,597	9	944,112
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	254,444,503
b	Less: accumulated depreciation. .....	10b	95,975,241	163,306,559	10c	158,469,262
11	Investments—publicly traded securities ..........			185,350	11	185,497
12	Investments—other securities. See Part IV, line 11 ......			0	12	0
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 ...........			0	15	0
16	Total assets. Add lines 1 through 15 (must equal line 34)...			166,950,636	16	163,397,837
17	Accounts payable and accrued expenses .			2,211,351	17	1,222,648
18	Grants payable ..........			0	18	0
19	Deferred revenue ..........			26,409,077	19	25,763,556
20	Tax-exempt bond liabilities ..........			0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	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 ..			4,551,975	23	5,557,331
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 Schedule D.....			67,405	25	0
26	Total liabilities. Add lines 17 through 25.....			33,239,808	26	32,543,535
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			133,014,374	27	130,649,042
28	Temporarily restricted net assets .....			682,634	28	191,440
29	Permanently restricted net assets .....			13,820	29	13,820
	Organizations that do not follow SFAS 117, check here and 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
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			133,710,828	33	130,854,302
34	Total liabilities and net assets/fund balances .....			166,950,636	34	163,397,837

Form 990 (2011)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI .........

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

8,951,546

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

11,808,072

Revenue less expenses. Subtract line 2 from line 1 ...

-2,856,526

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

133,710,828

Other changes in net assets or fund balances (explain in Schedule O) ...

Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) ....

130,854,302

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII .........

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?....

Were the organization’s financial statements audited by an independent accountant?........

Yes

If “Yes,” to 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant? If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O. ...........................

Yes

If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separated basis

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ................

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits. ..

Form 990 (2011)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

Union Station Kansas City Inc

Employer identification number

43-1890025

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

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

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

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

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 state:

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.)

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

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in

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

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

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.)

An organization organized and operated exclusively to test for public safety. Seesection 509(a)(4).

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

Type I

Type II

Type III - Functionally integrated

Type III - Other

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

If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the 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)

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

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of support?
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of support?


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2011

Page 2

Part II

Support Schedule for Organizations Described in IRC 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 under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	4,279,166	4,303,360	1,121,613	3,441,525	1,650,555	14,796,219
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......	0	1,855,812	1,445,745	1,407,721	1,400,357	6,109,635
3	The value of services or facilities furnished by a governmental unit to the organization without charge..	0	0	0	0	0	0
4	Total. Add lines 1 through 3..	4,279,166	6,159,172	2,567,358	4,849,246	3,050,912	20,905,854
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..						2,394,269
6	Public Support. Subtract line 5 from line 4.						18,511,585

Section B. Total Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
7	Amounts from line 4..	4,279,166	6,159,172	2,567,358	4,849,246	3,050,912	20,905,854
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	3,973,653	4,624,927	4,286,255	4,630,274	5,633,660	23,148,769
9	Net income from unrelated business activities, whether or not the business is regularly carried on..	0	0	0	0	0	0
10	Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..	61,422	739,036	244,620	175,811	138,659	1,359,548
11	Total support (Add lines 7 through 10).						45,414,171

Gross receipts from related activities, etc. (See instructions.) ..................

28,152,977

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

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f)) .........

40.762 %

Public Support Percentage for 2009 Schedule A, Part II, line 14 ...............

68.322 %

16a

33 1/3% support test—2011. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ...................... right arrow

33 1/3% support test—2010. If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, or 16b and line 14
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 publicly supported
organization .................................................. right arrow

10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 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 publicly
supported organization .............................................. right arrow

Private Foundation If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions ................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2011

Page 3

Part III

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

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public Support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13	Total support (Add lines 9, 10c, 11 and 12.).

Section C. Computation of Public Support Percentage

Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f)) .........

Public support percentage from 2010 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f)) ......

Investment income percentage from 2010 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2011. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... right arrow

33 1/3% support tests—2010. 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 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

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

Schedule A (Form 990 or 990-EZ) 2011

Page 4

Part IV

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

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2011

Name of organization

Union Station Kansas City Inc

Employer identification number

43-1890025

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2, of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 2

Name of organization Union Station Kansas City Inc
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part I	Contributors (see Instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 3

Name of organization Union Station Kansas City Inc
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part II	Noncash Property (see Instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 4

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Name of organization
Union Station Kansas City Inc

Employer identification number

43-1890025

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

Union Station Kansas City Inc

Employer identification number

43-1890025

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization 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 .......

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

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

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

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................

Yes No

In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

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

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

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

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

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

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2011

Page 2

Part III

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

Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

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.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back
1a	Beginning of year balance ....	696,454	929,851	1,748,692	1,043,814
b	Contributions ........	104,537	139,953	54,604	1,543,528
c	Net investment earnings, gains, and losses ...		0	0	0
d	Grants or scholarships .....		0	0	0
e	Other expenditures for facilities and programs ........	595,731	373,350	873,445	838,650
f	Administrative expenses ....		0	0	0
g	End of year balance ......	205,260	696,454	929,851	1,748,692

Provide the estimated percentage of the year end balance (line 1g) held as:

Board designated or quasi-endowment SchDMd Bullet

0 %

Permanent endowment SchDMd Bullet

6.730 %

Temporarily restricted endowment SchDMd Bullet

93.270 %

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

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

Yes

(ii) related organizations ........................

3a(ii)

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

Describe in Part XIV the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	3,047,135		3,047,135
b	Buildings ................	189,701,086	53,145,967	136,555,119
c	Leasehold improvements ............	30,130,502	12,719,887	17,410,635
d	Equipment ................	10,321,525	9,648,131	673,394
e	Other .................	21,244,255	20,461,276	782,979
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				158,469,262

Schedule D (Form 990) 2011

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Book value
Federal Income Taxes		0









Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		0
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2011

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1	8,951,546
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	11,808,072
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	-2,856,526
4	Net unrealized gains (losses) on investments ..........................	4
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV.) .................................	8
9	Total adjustments (net). Add lines 4 through 8 .........................	9
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	-2,856,526

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	13,527,536
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	43,000
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV.) ............	2d	4,536,262
e	Add lines 2a through 2d .....................			2e	4,579,262
3	Subtract line 2e from line 1.....................			3	8,948,274
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 XIV.) ...........	4b	3,272
c	Add lines 4a and 4b.......................			4c	3,272
5	Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	8,951,546

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............			1	16,384,062
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a	43,000
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV.) ............	2d	4,536,262
e	Add lines 2a through 2d......................			2e	4,579,262
3	Subtract line 2e from line 1.....................			3	11,804,800
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 XIV.) ............	4b	3,272
c	Add lines 4a and 4b.......................			4c	3,272
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	11,808,072

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
FINANCIAL STATEMENT FOOTNOTE REGARDING COLLECTIONS	SCHEDULE D, PART III, LINE 1A	The Organization owns and displays various museum collection items related to the history of Kansas City and Union Station. Collections of works of art, historical treasures and similar assets are not capitalized in as much as the items are preserved and cared for continuously. Purchases of collection items are reported in the year of acquisition as decreases in unrestricted net assets, or in temporarily or permanently restricted net assets if the assets used to purchase the items were restricted to that use by donor stipulation. Contributions of collection items are not reported in the financial statements. Proceeds from the disposal of and insurance recoveries related to collection items are reported as increases in the appropriate net asset classes. The Museum's collections consists of artifacts of historical significance, scientific specimens and art objects that are held for educational, research, scientific and curatorial purposes. Each of the items are cataloged, preserved and cared for, and activities verifying their existence and assessing their condition are performed continuously.
DESCRIPTION OF COLLECTIONS	SCHEDULE D, PART III, LINE 4	USKC collects items of significance that represent the history of Kansas City and the region. This collecting activity dates to 1939, when the organization operated as the Kansas City Museum Association. The organization collected broadly: museum collections of art, local history, archeology, natural history, ethnography, Native American cultures, clothing and textiles; and archival collections of photographs, film and manuscripts. Four collections are of national significance and continue to be requested for research, publication and exhibition: the photograph collection, the Native American collection, the clothing and textile collection, and the harness and tack collection associated with Loula Long Combs, daughter of the builder of Corinthian Hall.
ENDOWMENT FUNDS	SCHEDULE D, PART V, LINE 4	The Endowment funds are used for the ongoing operation, maintenance and capital improvements of Union Station and Science City.
UNCERTAIN TAX POSITIONS DISCLOSURE	SCHEDULE D, PART X, LINE 2	MANAGEMENT HAS EVALUATED THEIR INCOME TAX POSITIONS UNDER THE GUIDANCE INCLUDED IN ASC 740. BASED ON THEIR REVIEW, MANAGEMENT HAS NOT IDENTIFIED ANY MATERIAL UNCERTAIN TAX POSITIONS TO BE RECORDED OR DISCLOSED IN THE FINANCIAL STATEMENTS.
OTHER - REVENUE INCLUDED ON LINE 1 BUT NOT ON FORM 990, PART VIII, LINE 12	SCHEDULE D, PART XII, LINES 2D & 4B	LINE 2D: RECLASS OF EXPENSES $4,536,262 LINE 4B: GAIN ON SALE OF ASSETS $ 3,272
OTHER - EXPENSE INCLUDED ON LINE 1 BUT NOT ON FORM 990, PART IX, LINE 25	SCHEDULE D, PART XIII, LINES 2D & 4B	LINE 2D: RECLASS OF EXPENSES $4,536,262 LINE 4B: GAIN ON SALE OF ASSETS $ 3,272

Schedule D (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization
Union Station Kansas City Inc

Employer identification number

43-1890025

Part I

General Information on Activities Outside the United States. Complete if the organization answered
“Yes” to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of its grants

and other assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used

to award the grants or assistance? ..............................

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of its grants and other
assistance outside the United States.

Activites per Region. (Use Part V if additional space is needed.)

(a) Region		(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in region	(f) Total expenditures for region/investments in region
	North America	Program Services	EXHIB RENT. & CONTRACT	72,275
	Europe (Including Iceland and Greenland)	Program Services	LICENSES	5,000















3a	Sub-total .....			77,275
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)			77,275

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2011

Schedule F (Form 990) 2011

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered "Yes" to Form 990,

Part IV, line 15, for any recipient who received more than $5,000. Check this box if no one recipient received more than $5,000 ........ MediumBullet

Use Part V if additional space is needed.

1 (a) Name of organization		(b) IRS code section and EIN (if applicable)	(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(g) Amount of of non-cash assistance	(h) Description of non-cash assistance	(i) Method of valuation (book, FMV, appraisal, other)

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter ..... MediumBullet

Enter total number of other organizations or entities ........................ MediumBullet

Schedule F (Form 990) 2011

Schedule F (Form 990) 2011Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Use Part V if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of non-cash assistance	(g) Description of non-cash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2011

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2011

Page 5

Part V

Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	ReturnReference	Explanation
REPORTING FOR FOREIGN ACTIVITIES	SCHEDULE F, PART I	UNION STATION KANSAS CITY, INC. (USKC) STRIVES TO FULFILL ITS MISSION OF BEING THE REGION'S FINEST EDUCATIONAL AND CULTURAL RESOURCE THROUGH THE DEVELOPMENT OF COLLECTIONS, EXHIBITIONS, AND OTHER EDUCATIONAL PROGRAMS. THESE COLLECTIONS AND EXHIBITS ARE DISPLAYED THROUGHOUT THE ORGANIZATION AND ARE CHANGED REGULARLY. IN ORDER TO BRING COLLECTIONS AND EXHIBITS TO USKC FOR DISPLAY OR USE, PAYMENTS OR ROYALTIES ARE REQUIRED FOR THE RIGHTS TO USE, POSSES, OR DISPLAY CERTAIN COLLECTIONS AND EXHIBITS AS PART OF USKC'S PROGRAM SERVICE. SOME TIMES THESE PAYMENTS ARE MADE TO ENTITIES THAT ARE NOT DOMESTIC COMPANIES OF THE UNITED STATES. USKC DOES NOT CONDUCT ANY PROGRAM SERVICE ACTIVITIES OUTSIDE OF THE UNITED STATES. ALL PROGRAM SERVICE ACTIVITIES ARE CONDUCTED WITH UNION STATION LOCATED IN KANSAS CITY, MISSOURI.
ACCOUNTING FOR FOREIGN EXPENDITURES IN FINANCIAL STATEMENTS	SCHEDULE F, PART I, LINE 3	THE ORGANIZATION ACCOUNTS FOR FOREIGN PAYMENTS USING GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) ACCEPTED IN THE UNITED STATES.

Schedule F (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

Union Station Kansas City Inc

Employer identification number

43-1890025

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

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

Travel for companions Payments for business use of personal residence

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

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

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all the expenses described above? If "No," complete Part III to explain....

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 1a? ....

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ...............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........

Participate in, or receive payment from, an equity-based compensation arrangement? ........

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.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

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

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

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

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2011

Page 2

Part II

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 the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and column (E) for that individual.

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1) GEORGE M GUASTELLO II	(i) (ii)	215,903 0	52,500 0	6,000 0	6,155 0	11,917 0	292,475 0	52,500 0
(2) JERRY R BABER	(i) (ii)	131,153 0	25,000 0	6,000 0	3,424 0	17,224 0	182,801 0	25,000 0

Schedule J (Form 990) 2011

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
NON-FIXED OR DISCRESSIONARY PAYMENTS	SCHEDULE J, PART I, LINE 7	THE GOVERNING BODY OF THE ORGANIZATION HAS DISCRESSION OVER ANY BONUS PAYMENTS AWARDED TO ANY EMPLOYEE OF THE ORGANIZATION. HOWEVER, THE PAYMENTS ARE BASED ON PREDETERMINED WORKING OBJECTIVES SETFORTH COLLECTIVELY BETWEEN THE EMPLOYEE AND THE GOVERNING BODY. THE GOVERNING BODY APPROVES ALL BONUSES. THE BONUS AMOUNT IS TAKEN INTO CONSIDERATION WHEN DETERMINING THE EMPLOYEES COMPENSATION TO ENSURE THE TOTAL AMOUNT RECEIVED BY THE EMPLOYEE DOES NOT EXCEED THE FAIR MARKET VALUE OF THE SERVICES PROVIDED TO THE ORGANIZATION.

Schedule J (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

Union Station Kansas City Inc

Employer identification number

43-1890025

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

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

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

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

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

For Privacy Act and Paperwork Reduction Act Notice, see the
Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2011

Page 2

Part IV

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	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person	(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) SEE PART V

Part V

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation
BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS	SCHEDULE L, PART IV	A. PEGGY J DUNN B. PEGGY J DUNN IS A CURRENT DIRECTOR OF THE ORGANIZATION'S GOVERNING BODY AND SPOUSE TO TERRY DUNN, WHO IS THE PRESIDENT AND CEO OF J.E. DUNN CONSTRUCTION CO. C. $285,780 D. UNION STATION KANSAS CITY CONTRACTED J.E. DUNN TO PROVIDE CONSTRUCTION SERVICES TO THE ORGANIZATION E. NO

Schedule L (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

Union Station Kansas City Inc

Employer identification number

43-1890025

Identifier	Return Reference	Explanation
ORGANIZATION'S MISSION	FORM 990, PART III, LINE 1	UNION STATION KANSAS CITY, INC. SHALL BE RECOGNIZED AS THE REGION'S FINEST EDUCATIONAL AND CULTURAL RESOURCE COMMITTED TO THE PRESERVATION AND INTERPRETATION OF KANSAS CITY'S REGIONAL HISTORY AND THE PROMOTION AND INNOVATION, RESEARCH AND DISCOVERY IN SCIENCE AND TECHNOLOGY THROUGH THE DEVELOPMENT OF COLLECTIONS, EXHIBITIONS, AND OTHER EDUCATIONAL PROGRAMS FOR ALL CITIZENS OF AND THE VISITORS TO THE GREATER KANSAS CITY METROPOLITAN AREA. OUR PURPOSE IS TWO-FOLD: 1) TO EMBRACE OUR ROLE AS STEWARDS OF TWO OF KANSAS CITY'S HISTORIC AND ARCHITECTURAL LANDMARKS: UNION STATION AND CORINTHIAN HALL, AND TO INVITE VISITORS TO THESE LANDMARKS AND ASSIST THEM IN UNDERSTANDING THE IMPORTANCE OF HISTORIC PRESERVATION IN CONTEMPORARY SOCIETY, AND 2) TO DEVELOP, OPERATE AND MAINTAIN MUSEUMS OF SCIENCE AND HISTORY IN THE GREATER KANSAS CITY AREA - SCIENCE CITY, LOCATED IN UNION STATION AND THE KANSAS CITY MUSEUM, LOCATED IN CORINTHIAN HALL.
SIGNIFICANT PROGRAM SERVICES UNDERTAKEN	FORM 990, PART III, LINE 2	MAKER FAIRE FESTIVAL, HELD JUNE 22-24, 2011 AT UNION STATION. THIS EVENT INVOLVED 134 'MAKERS' WHO DEMONSTRATED PROJECTS RANGING FROM ROBOTICS, 3-D PRINTING, CRAFTS, PHOTOGRPAHY, CLOTHING, PRINTMAKING, WOODWORKING AND OTHER SUCH PROJECTS. THE TWO DAY FESTIVAL BROUGHT IN MORE THAN 6,000 ATTENDEES, IN ADDITION TO THE 500+ PEOPLE INVOLVED IN THE MAKERS' BOOTHS.
PROGRAM SERVICE ACCOMPLISHMENTS	FORM 990, Part III, LINE 4A	FOR THE YEAR ENDED 2011, SCIENCE CITY AT UNION STATION, AN AFFILIATE OF THE SMITHSONIAN INSTITUTION (WASHINGTON D.C.), SERVED APPROX. 200,000 VISITORS GENERATING REVENUE OF $1,011,800 (APPROX. 25% OF TOTAL ADMISSIONS TO EXHIBITS, PROGRAMS AND SHOWS FOR 2011). SCIENCE CITY HAS BEEN RECOGNIZED AS ONE OF THE TOP 25 SCIENCE CENTERS IN THE COUNTRY BY PARENTS MAGAZINE. SCIENCE CITY'S OPERATION DAYS & HOURS - TUESDAY-SATURDAY FROM 9:30AM-5:00PM & SUNDAY FROM 11:00AM-5:00PM. SCIENCE CITY IS ALSO OPEN ON ALL MONDAY HOLIDAYS, SUCH AS MEMORIAL DAY, LABOR DAY, AND MARTIN LUTHER KING DAY. SCIENCE CITY'S MISSION - TO SERVE AS A SCIENTIFIC, EDUCATIONAL AND CULTURAL RESOURCE TO THE COMMUNITY, DEDICATED TO INSPIRING A LIFELONG LOVE OF SCIENCE, LEARNING AND DISCOVERY. IN 2011, SCIENCE CITY BEGAN INSTALLATION OF AN EXHIBIT ENTITLED "SCIENCE ON A SPHERE" THROUGH A GENEROUS DONATION FROM THE BURNS & MCDONNELL FOUNDATION. THE EXHIBIT WILL OPEN IN EARLY 2012. THE ARVIN GOTTLIEBS PLANETARIUM OPERATION DAYS & HOURS - TUESDAY-SUNDAY AND ALL MONDAY HOLIDAYS, PROVIDING 4 TO 5 PUBLIC SHOWS PER DAY. NORMAL SHOW TIMES ARE AT 11AM, 1PM, 2PM, 3PM & 4PM. THE PLANETARIUM SHARES THE SAME MISSION AS SCIENCE CITY - TO SERVE AS A SCIENTIFIC, EDUCATIONAL AND CULTURAL RESOURCE TO THE COMMUNITY, DEDICATED TO INSPIRING A LIFELONG LOVE OF SCIENCE, LEARNING AND DISCOVERY.
PROGRAM SERVICE ACCOMPLISHMENTS	FORM 990, Part III, LINE 4B	THE KANSAS CITY MUSEUM PROVIDES INFORMAL EDUCATION OPPORTUNITIES FOCUSING ON THEMES OF KANSAS CITY'S LOCAL AND REGIONAL HISTORY, ON SITE AND IN THE COMMUNITY. THE PROGRAM SERVES A DIVERSE AUDIENCE COMPRISED OF GENERAL WALK-IN VISITORS, ORGANIZED GROUP VISITS AND SCHOOL TOURS, AND EVENT AUDIENCES COMPRISED OF PROFESSIONALS, STUDENTS AND MEMBERS OF COMMUNITY PARTNER GROUPS. THE BROADEST CONCEIVABLE RANGE OF HOUSEHOLD INCOME LEVELS IS REPRESENTED IN VISITORS TO THE MUSEUM, RANGING FROM HOMELESS YOUTH AND FAMILIES FROM AREA SHELTERS TO WELL-HEELED TRAVELERS AND REGIONAL RESIDENTS ACCESSING THE PROGRAM ON-SITE OR IN THEIR NEIGHBORHOODS. MUSEUM STAFF ARE ALSO DEEPLY ENGAGED IN NEIGHBORHOOD AND COMMUNITY ACTIVITIES, AND FREQUENTLY SPEAK TO OFF-SITE GROUPS ON THE MUSEUM AND ITS MISSION. 20,000 PEOPLE WERE DIRECTLY SERVED IN 2011 THROUGH A SERIES OF PROGRAMS DESIGNED TO HONOR THE CENTENNIAL ANNIVERSARY OF THE OPENING OF CORINTHIAN HALL AS A PRIVATE RESIDENCE. LESS THAN 1% OF REVENUE ($12,010) IS DERIVED FROM ADMISSIONS TO EXHIBITS, PROGRAMS AND SHOWS. ADDITIONAL FUNDING OF $1,400,357 WAS PROVIDED FROM THE CITY OF KANSAS CITY TAX MIL LEVY. SERVICES THE PROGRAM PROVIDES: PUPPET THEATER PROGRAMS -- PARTNERSHIP WITH PAUL MESNER PUPPETS, AN ORIGINAL SCRIPT TELLS THE STORY OF THE LONG FAMILY. A FREE PROGRAM OFFERED TO PARTICIPATING SCHOOLS AMONG UNDER-SERVED POPULATIONS IN THE REGION. MUSEUM / GALLERY LECTURES -- ARTIFACT AND COLLECTIONS BASED SCHOLARSHIP FORMS THE BASIS FOR PRESENTATIONS BY DIVERSE REGIONAL HISTORY PROFESSIONALS FROM LOCAL AND REGIONAL COLLEGES AND UNIVERSITIES AS WELL AS THE NATIONAL ARCHIVES AND RECORDS ADMINISTRATION, MATTIE RHODES CULTURAL CENTER, KANSAS CITY PARKS AND RECREATION DEPARTMENT ARCHIVES, JACKSON COUNTY HISTORICAL SOCIETY, AND OTHERS. MUSEUM AT THE LIBRARY -- IN PARTNERSHIP WITH THE KANSAS CITY PUBLIC LIBRARY AND THE JOHNSON COUNTY LIBRARY, A READING, RESEARCH AND CRAFT-BASED APPROACH TO TEACHING. PARTICIPATING FAMILIES AND YOUTH ARE NEIGHBORS AND REGULAR USERS OF THE PARTICIPATING LIBRARIES AND REFLECT A WIDE DIVERSITY OF CULTURAL, ECONOMIC AND NATIONAL ORIGIN ACROSS THE METROPOLITAN REGION. FIRST SUNDAY FAMILY FUN DAYS -- A DAY-LONG PROGRAM OF THEMATIC, STRUCTURED, DROP-IN ACTIVITIES FOR FAMILIES TO DO TOGETHER. INFORMAL ACTIVITIES ALLOW FAMILIES TO EXPLORE CULTURAL AND HISTORIC THEMES SIDE-BY-SIDE. COMMUNITY HISTORY TOURS -- GUIDED TOURS OF KANSAS CITY NEIGHBORHOODS AND DISTRICTS NARRATED BY HISTORIANS AND SUBJECT SPECIALISTS. THESE TICKETED TOURS ARE WALKING-, TROLLEY-, BICYCLE- AND EVEN MOTORCYCLE-BASED. SUMMER DROP-INS -- STRUCTURED, UNSCHEDULED ACTIVITIES ALLOW BUSY FAMILIES TO HELP THEIR KIDS LEARN CITY HISTORY THROUGH ARTS AND CRAFTS, SONG AND DANCE, STORY-TELLING AND A VARIETY OF OUTDOOR SPORTS AND ACTIVITIES. SUMMER CONCERT SERIES -- KANSAS CITY MUSICIANS SERENADE NEIGHBORS AND OTHER KANSAS CITIANS IN THESE EARLY-EVENING OUTDOOR SESSIONS. FAMILIES AND COUPLES BRING PICNICS TO ENJOY AL FRESCO ON THE MUSEUM'S HISTORIC NORTH LAWN. EDUCATION SPECIAL EVENTS -- PRESENTATIONS AND LECTURES FOR CONFERENCE VISITORS, COMMUNITY GROUPS AND OTHER CONSTITUENTS ON AN AS-NEEDED BASIS. STORYTARIUM PROGRAMS -- FILMS AND PRESENTATIONS ON LOCAL AND REGIONAL HISTORY IN THE RE-VAMPED PLANETARIUM, IN PARTNERSHIP WITH KCPT-TV. LOCALLY-PRODUCED FILMS AND PRESENTATIONS PROJECTED ON THE CEILING DOME OF A REVAMPED PLANETARIUM. CONTENT IS PROVIDED VIA OUR PROGRAMMING PARTNERSHIP WITH KCPT-TV, THE LOCAL PUBLIC TELEVISION STATION AND ORIGINAL PROGRAMMING PRODUCED BY THE MUSEUM. TOURS -- SPECIAL GUIDED INTERPRETATION OF MUSEUM EXHIBITS FOR COMMUNITY GROUPS, SPECIAL CONSTITUENTS ON AN AS-NEEDED BASIS. ADULT WORKSHOPS -- WORKSHOPS AND PRESENTATIONS ON PRESERVATION AND CONSERVATION OF CULTURAL PROPERTY AS WELL AS INTERPRETATIVE LECTURES ACCOMPANYING EXHIBITIONS-IN-PRINT. WORKSHOPS IN MATERIALS HANDLING, STORAGE PRACTICES AND OTHER WAYS TO PRESERVE HISTORIC MATERIALS IN PERSONAL COLLECTIONS, AS WELL AS SCHOLARLY LECTURES AND PANEL DISCUSSIONS COMPLEMENTING EXHIBITIONS BASED ON THE MUSEUM COLLECTIONS. SPECIAL COLLECTING INITIATIVES ALLOW MEMBERS OF THE COMMUNITY AT LARGE TO SERVE ON ADVISORY COUNCILS TO GUIDE THE MUSEUM'S ACTIVITIES. THESE INCLUDE THE EDUCATOR'S ADVISORY COUNCIL, THE NUESTRA HERENCIA ADVISORY COUNCIL, GLAMA: THE GAY AND LESBIAN ARCHIVE OF MID-AMERICA, AND THE ACQUISITIONS COMMITTEE.
PROGRAM SERVICE ACCOMPLISHMENTS	FORM 990, Part III, LINE 4C	UNION STATION KANSAS CITY, INC. SEEKS TO INCREASE ITS SUSTAINABILITY, EFFECTIVENESS, AND EFFICIENCY BY BRINGING QUALITY EDUCATIONAL AND CULTURAL EXHIBITS AND DISPLAYS TO THE BI-STATE AREA CONSISTENT WITH ITS MISSION OF ENRICHING THE CULTURAL AND EDUCATIONAL LANDSCAPE OF KANSAS CITY. BY PROVIDING AN ENVIRONMENTALLY-CONTROLLED SPACE TO HOST ADDITIONAL REVENUE-GENERATING EXHIBITS AND DISPLAYS, UNION STATION IS PURSUING A MULTI-FACETED REVENUE PLAN THAT INCLUDES EXHIBIT REVENUE GARNERED THROUGH SPONSORSHIPS AND TICKET SALES AS WELL AS TIE-IN SPECIAL EVENT REVENUE GENERATED THROUGH SPONSORSHIP, LECTURES AND TICKET SALES. IN 2011, MORE THAN 150,000 VISITORS ATTENDED THE FOLLOWING TEMPORARY EXHIBITS: - "PRINCESS DIANA - A CELEBRATION" HELD MARCH 4 THROUGH JUNE 12, 2011 - "ART OF THE CHOPPERS" HELD JUNE 23 THROUGH SEPTEMBER 25, 2011 - "TAVIS SMILEY PRESENTS - AMERICA I AM" HELD OCTOBER 22, 2011 THROUGH JANUARY 29, 2012 THE ABOVE EXHIBITS RESULTED IN A CONTRIBUTION OF $2,895,942 IN REVENUE WHICH EQUATES TO 61.6% OF TOTAL ADMISSIONS TO EXHIBITS PROGRAMS AND SHOWS FOR 2011.
Other Program Services	FORM 990, Part III, LINE 4D	Union Station Kansas City's Other Program Services: UNION STATION HOSTED A NUMBER OF PUBLIC EVENTS DURING 2011. ONE OF THE LARGEST NEW EVENTS, WHICH IS SLATED TO BECOME AN ANNUAL EVENT, WAS THE MAKER FAIRE FESTIVAL, HELD JUNE 22-24, 2011 AT UNION STATION. THIS EVENT INVOLVED 134 'MAKERS' WHO DEMONSTRATED PROJECTS RANGING FROM ROBOTICS, 3-D PRINTING, CRAFTS, PHOTOGRPAHY, CLOTHING, PRINTMAKING, WOODWORKING AND OTHER SUCH PROJECTS. THE TWO DAY FESTIVAL BROUGHT IN MORE THAN 6,000 ATTENDEES, IN ADDITION TO THE 500+ PEOPLE INVOLVED IN THE MAKERS' BOOTHS. UNION STATION ALSO HOSTS A NUMBER OF HOLIDAY EVENTS FOR FAMILIES AND CHILDREN. THIS PAST YEAR INCLUDED A BREAKFAST WITH "SID THE SCIENCE KID," A CHARACTER FROM A PBS SHOW, WHICH DREW MORE THAN 800 PEOPLE FOR THE BREAKFAST EVENT. THE HOLIDAY TRAIN THAT ARRIVES DURING THE THIRD WEEKEND OF DECEMBER BROUGHT IN MORE THAN 15,000 PEOPLE TO UNION STATION. A NEW YEAR'S EVE CELEBRATION HAD MORE THAN 800 PEOPLE IN ATTENDANCE. THE CITY STAGE THEATRE OFFERS LIVE THEATRE, WITH A NUMBER OF CHILDREN'S PLAYS PRODUCED BY THEATRE FOR YOUNG AMERICA EACH YEAR. CITY STAGE ALSO IS THE SITE FOR A NUMBER OF PLAYS OR ONE-NIGHT/WEEKEND PERFORMANCES FOR LIVE THEATRE GROUPS AND DANCE COMPANIES. THE EXTREME SCREEN THEATRE IS A 440-SEAT MOVIE THEATRE THAT OFFERS LARGE SCREEN (IMAX-TYPE) MOVIES. DURING 2011, THE EXTREME SCREEN OFFERED A NUMBER OF DOCUMENTARY FILMS, INCLUDING TOPICS ABOUT THE GRAND CANYON AND WILD OCEANS. AS A WORKING AND HISTORIC TRAIN STATION, UNION STATION ALSO OFFERS A COUPLE OF ATTRACTIONS FOR RAILROAD ENTHUSIASTS. THE MODEL RAILROAD EXPERIENCE IS OPEN FREE TO THE PUBLIC, AND IT INCLUDES MORE THAN FOUR LARGE MODEL RAILROAD EXHIBITS THAT ARE SET UP AND RUNNING FOR VISITORS TO SEE EVERY DAY. THE KC RAIL EXPERIENCE IS NOW A PART OF UNION STATION'S SCIENCE CENTER.
Form 990 Review Process	Form 990, Part VI, Section B, Line 11B	AN INDEPENDENT ACCOUNTING FIRM PREPARES AND REVIEWS THE 990. THE 990 IS THEN REVIEWED BY THE ORGANIZATION'S OFFICERS AND ACCOUNTING PERSONNEL. ANY QUESTIONS AND CONCERNS THE ORGANIZATION'S OFFICERS AND ACCOUNTING PERSONNEL HAVE ARE ADDRESSED AND ANY CORRECTIONS OR CLARIFICATIONS THAT NEED TO BE MADE ARE MADE. THE 990 IS THEN PROVIDED TO THE FINANCE COMMITTEE OF THE BOARD FOR THEIR REVIEW PRIOR TO FILING THE 990. ANY QUESTIONS AND CONCERNS THE FINANCE COMMITTEE HAVE ARE ADDRESSED AND ANY CONCERNS OR CLARIFICATIONS THAT NEED TO BE MADE ARE MADE. THE FINAL FORM 990 WITH ALL REQUIRED SCHEDULES IS THEN FILED WITH THE IRS.
Conflict of Interest Policy	Form 990, Part VI, Section B, Line 12c	A COPY OF THE CONFLICT OF INTEREST POLICY IS GIVEN TO ALL OFFICERS, DIRECTORS, EMPLOYEES AND KEY EMPLOYEES, AND TO ALL VOLUNTEERS UPON ENGAGEMENT OR HIRE AND ANNUALLY THEREAFTER. THE CONFLICT OF INTEREST DISCLOSURE FORM WHICH REQUIRES FULL AND FRANK DISCLOSURE OF ANY AND ALL ACTUAL OR POTENTIAL CONFLICTS OR DUALITY OF INTEREST OR RESPONSIBILITY, WHETHER INDIVIDUAL, PERSONAL OR BUSINESS IS PROVIDED TO THE BOARD OF DIRECTORS UPON ELECTION. AN APPROPRIATE REPORT SHALL BE SUBMITTED TO THE AUDIT COMMITTEE CONCERNING ANY INTEREST SO DISCLOSED. IF A BOARD MEMBER HAS A CONFLICT OF INTEREST THAT PERSON ABSTAINS FROM THE VOTE.
Compensation Review	Form 990, Part VI, Section B, Lines 15A & B	A firm was hired to assist the organization in developing the compensation levels. The compensation was also based on previous employees as well as the market for the position. The Executive Committee determines the compensation and it will be reviewed bi-annually.
Availability of Documents	Form 990, Part VI, Section C, Line 19	THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

Union Station Kansas City Inc

Employer identification number

43-1890025

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

(a) Name, address, and EIN of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) Union Station Restaurants Group LLC 30 W Pershing Rd Suite 400 KANSAS CITY,MO64108 20-2967748	Food Service	MO	0	0	NA

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or 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 organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2011

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because 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 or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on 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) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership

Schedule R (Form 990) 2011

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III or IV.

Yes

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 (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 Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

m Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

n Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

o Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1)
(2)
(3)
(4)
(5)
(6)

Schedule R (Form 990) 2011

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on 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 gross revenue) 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 or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2011

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 926 (see instructions for Form 926).................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If " Yes," the organization may be required to file Form 3520 and/or Form 3520-A. (see instructions for Forms 3520 and 3520-A)..........	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with respect to Certain Foreign Corporations. (see instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with respect to Certain Foreign Partnerships. (see instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see instructions for Form 5713)................................................	Yes	No