TY 2011 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation

Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0052

2011

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

Check all that apply:Initial returnInitial return of a former public charityFinal return

Amended returnAddress changeName change

Name of foundation
MUSEUM OF OUTDOOR ARTS

Number and street (or P.O. box number if mail is not delivered to street address)1000 ENGLEWOOD PKWYROOM/SUITE 2-230Room/suite

City or town, state, and ZIP code
ENGLEWOOD, CO80110

A Employer identification number

74-2234944

B Telephone number (see page 10 of the instructions)

(303) 806-0444

C If exemption application is pending, check here bullet

D 1. Foreign organizations, check here . bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation 2. Foreign organizations meeting the 85% test,
check here and attach computation bullet

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$13,027,107J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

E If private foundation status was terminated
under section 507(b)(1)(A), check here bullet

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here bullet

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	247,930
2	Check
3	Interest on savings and temporary cash investments	7		7	7
4	Dividends and interest from securities......
5a	Gross rents..............	993,516		993,516	993,516
b	Net rental income or (loss) 993,516
6a	Net gain or (loss) from sale of assets not on line 10		1,498,090
b	Gross sales price for all assets on line 6a 1,500,000
7	Capital gain net income (from Part IV, line 2)...
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......		230,471		230,471
12	Total. Add lines 1 through 11........	2,970,014		993,523	1,223,994
13	Compensation of officers, directors, trustees, etc.	313,000		262,538	50,462	50,462
14	Other employee salaries and wages......	474,877		398,317	76,560	76,560
15	Pension plans, employee benefits.......	164,212		137,737	26,475	26,475
16a	Legal fees (attach schedule).........		165,766	139,041	26,725	26,725
b	Accounting fees (attach schedule).......		1,583	1,328	255	255
c	Other professional fees (attach schedule)....
17	Interest...............	55,850		46,846	9,004	9,004
18	Taxes (attach schedule) (see page 14 of the instructions)		9,179	7,699	1,480	1,480
19	Depreciation (attach schedule) and depletion...		59,260	49,709	9,554
20	Occupancy..............
21	Travel, conferences, and meetings.......	83,276		69,850	13,426	13,426
22	Printing and publications..........	6,820		5,720	1,100	1,100
23	Other expenses (attach schedule).......		630,123	528,069	102,054	102,054
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	1,963,946		1,646,854	317,095	307,541
25	Contributions, gifts, grants paid........	0				0
26	Total expenses and disbursements. Add lines 24 and 25	1,963,946		1,646,854	317,095	307,541
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	1,006,068
b	Net investment income (if negative, enter -0-)			0
c	Adjusted net income (if negative, enter -0-)...				906,899

For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.

Cat. No. 11289X Form 990-PF (2011)

Form 990-PF (2011)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............	964	491,287	491,287
	2	Savings and temporary cash investments..........	122,502
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........	9,612	9,612	9,612
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........
	c	Investments—corporate bonds (attach schedule)........
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis 8,227,787
		Less: accumulated depreciation (attach schedule) 951,292	7,302,497	7,276,495	8,228,787
	15	Other assets (describe )	4,290,069	4,297,421	4,297,421
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	11,725,644	12,074,815	13,027,107
	17	Accounts payable and accrued expenses..........	6,602	56,529
	18	Grants payable...................
	19	Deferred revenue..................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......	1,387,008	680,184
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22)..........	1,393,610	736,713
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................	10,332,034	11,338,102
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	10,332,034	11,338,102
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	11,725,644	12,074,815

Part III	Analysis of Changes in Net Assets or Fund Balances
1	Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
	with end-of-year figure reported on prior year’s return)...............	1	10,332,034
2	Enter amount from Part I, line 27a.....................	2	1,006,068
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	11,338,102
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	11,338,102

Form 990-PF (2011)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1a
b
c
d
e

(e) Gross sales price		(f) Depreciation allowed (or allowable)	(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see pages 13 and 17 of the instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . .		3

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2010	520,658	262,492	1.983519
2009	320,072	443,510	0.721679
2008	644,782	494,625	1.303577
2007	1,212,004	331,498	3.656143
2006	703,896

2	Total of line 1, column (d) ......................	2	7.664918
3	Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years. . .	3	1.916230
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	302,766
5	Multiply line 4 by line 3.......................	5	580,169
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6
7	Add lines 5 and 6.........................	7	580,169
8	Enter qualifying distributions from Part XII, line 4..............	8	307,541
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions on page 18.

Form 990-PF (2011)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	0
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2............................	3
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2012 estimated tax0	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of

the instructions for definition)?............................

If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If “Yes,” attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....

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

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

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If “Yes,” attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.

Yes

Enter the states to which the foundation reports or with which it is registered (see page 19 of the

instructions) bullet

If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2011 or the taxable year beginning in 2011 (see instructions for Part XIV on

page 27)? If “Yes,” complete Part XIV..........................

Yes

Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......

Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?

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

Yes

Website address bullet

WWW.MOAONLINE.ORG

The books are in care of bullet

THE MUSEUM OF OUTDOOR ARTS Telephone no. bullet

(303) 806-0444

Located at bullet

1000 ENGLEWOOD PKWY STE 2-230ENGLEWOODCO ZIP+4 bullet

80110

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

At any time during calendar year 2011, did the foundation have an interest in or a signature or other authority over

a bank, securities, or other financial account in a foreign country? .................

See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet

Form 990-PF (2011)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check “No”

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...

Organizations relying on a current notice regarding disaster assistance check here......... bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2011?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2011, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2011?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business

enterprise at any time during the year?.....................YesNo

If “Yes,” did it have excess business holdings in 2011 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2011.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2011?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?

Organizations relying on a current notice regarding disaster assistance check here......... bullet

If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

If “Yes,” attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay

premiums on a personal benefit contract?....................YesNo

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

If “Yes” to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2011)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
CYNTHIA MADDEN LEITNER	EXE DIR/PRES 40.00	198,000	38,644	0
1000 ENGLEWOOD PKWY 2-230 ENGLEWOOD,CO80110	EXE DIR/PRES 40.00	198,000	38,644	0
BLAIR BROWN	SECRETARY 0.00	0	0	0
1000 ENGLEWOOD PKWY 2-230 ENGLEWOOD,CO80110	SECRETARY 0.00	0	0	0
PARKER JOHNSON	TREASURER 0.00	0	0	0
1000 ENGLEWOOD PKWY 2-230 ENGLEWOOD,CO80110	TREASURER 0.00	0	0	0
ERIC SILER	VICE PRESIDE 0.00	0	0	0
1000 ENGLEWOOD PKWY 2-230 ENGLEWOOD,CO80110	VICE PRESIDE 0.00	0	0	0
RODNEY LONTINE	COO 40.00	115,000	25,525	0
1000 ENGLEWOOD PKWY 2-230 ENGLEWOOD,CO80110	COO 40.00	115,000	25,525	0

2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions). If none, enter “NONE.”
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
LONNIE HANZON	CREATIVE DIR 40.00	105,000	18,160
1000 ENGLEWOOD PKWY ENGLEWOOD,CO80110	CREATIVE DIR 40.00	105,000	18,160
TATUM HAYES	ADMIN DIR 40.00	56,700	11,065
1000 ENGLEWOOD PKWY ENGLEWOOD,CO80110	ADMIN DIR 40.00	56,700	11,065
SCHUYLER MADDEN	CONSTRUCTION 40.00	65,000	11,749
1000 ENGLEWOOD PKWY 2-230 ENGLEWOOD,CO80110	CONSTRUCTION 40.00	65,000	11,749




Total number of other employees paid over $50,000...................				3

3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1	PERFORMANCE/COORS AMPHITHEATRE	507,400
2	EDUCATION PROGRAMS/CONSERVATION	26,163
3	ACQUISITIONS/CONSERVATION	21,153
4	DEVELOPMENT	20,083

Form 990-PF (2011)

Page 7

Part IX-B

Summary of Program-Related Investments (see page 23 of the instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1	N/A
2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3.......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see page 24 of the instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

61,251

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

246,126

Fair market value of all other assets (see page 24 of the instructions)............

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

307,377

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

1c (attach detailed explanation) .............

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

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

307,377

Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25

of the instructions) ...........................

4,611

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

302,766

Minimum investment return. Enter 5% of line 5..................

15,138

Part XI

Distributable Amount (see page 25 of the instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

Tax on investment income for 2011 from Part VI, line 5......

Income tax for 2011. (This does not include the tax from Part VI.)...

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

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

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

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

Deduction from distributable amount (see page 25 of the instructions)...........

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

line 1................................

Part XII

Qualifying Distributions (see page 25 of the instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

307,541

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

307,541

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b (see page 26 of the instructions)............

Adjusted qualifying distributions. Subtract line 5 from line 4..............

307,541

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (2011)

Page 8

Part XIII

Undistributed Income (see page 26 of the instructions)

		(a) Corpus	(b) Years prior to 2010	(c) 2010	(d) 2011
1 Distributable amount for 2011 from Part XI, line 7
2 Undistributed income, if any, as of the end of 2011:
a Enter amount for 2010 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2011:
a From 2006.......
b From 2007.......
c From 2008.......
d From 2009.......
e From 2010.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2011 from Part
XII, line 4: $ 307,541
a Applied to 2010, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see page 26 of the instructions)
c Treated as distributions out of corpus (Election required—see page 26 of the instructions)...
d Applied to 2011 distributable amount.....
e Remaining amount distributed out of corpus		307,541
5 Excess distributions carryover applied to 2011.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		307,541
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount—see page 27 of the instructions ...
e Undistributed income for 2010. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions ...........
f Undistributed income for 2011. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2011 ..........
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see page 27 of the instructions) ...........
8Excess distributions carryover from 2006 not applied on line 5 or line 7 (see page 27 of the instructions) .............
9Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2007....
b Excess from 2008....
c Excess from 2009....
d Excess from 2010....
e Excess from 2011....

Form 990-PF (2011)

Page 9

Part XIV

Private Operating Foundations (see page 27 of the instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2011, enter the date of the ruling....... bullet

1982-09-03

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2011	(b) 2010	(c) 2009	(d) 2008	(e) Total
	15,138	13,125	22,176	24,731	75,170
b 85% of line 2a .........	12,867	11,156	18,850	21,021	63,894
c Qualifying distributions from Part XII, line 4 for each year listed .....	307,541	520,658	320,072	644,782	1,793,053
d Amounts included in line 2c not used directly for active conduct of exempt activities ....
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....	307,541	520,658	320,072	644,782	1,793,053
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets” alternative test—enter:
(1) Value of all assets ......	12,074,815	11,725,644	11,998,588	11,925,176	47,724,223
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)	7,276,495	7,302,497	7,348,578	7,239,833	29,167,403
b “Endowment” alternative test— enter 2⁄3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support” alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see page 27 of the instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations
under other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number of the person to whom applications should be addressed:

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

cAny submission deadlines:

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

Form 990-PF (2011)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year

Total ................................. 3a

bApproved for future payment

Total ................................. 3b

Form 990-PF (2011)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See page 28 of the instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments			14	7
4 Dividends and interest from securities....
5 Net rental income or (loss) from real estate:
aDebt-financed property......			16	993,516
bNot debt-financed property.....
6Net rental income or (loss) from personal property
7 Other investment income.....
8Gain or (loss) from sales of assets other than inventory					1,498,090
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aTICKET SALES					15,487
bART SALES					8,129
cHUDSON GARDEN INCOME					207,122
dHUDSON GARDEN EXPENSE					-267
e
12 Subtotal. Add columns (b), (d), and (e)..				993,523	1,728,561

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

132,722,084

(See worksheet in line 13 instructions on page 28 to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See page 28 of the instructions.)
11B	MISCELLANEOUS REVENUE DERIVED IN SUPPORT OF THE MUSEUM
11C	MISCELLANEOUS REVENUE DERIVED IN SUPPORT OF THE MUSEUM
11D	MISCELLANEOUS REVENUE DERIVED IN SUPPORT OF THE MUSEUM
11E	MISCELLANEOUS REVENUE DERIVED IN SUPPORT OF THE MUSEUM

Form 990-PF (2011)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section

Yes

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If “Yes,” complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

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

	Signature of officer or trustee	Date	Title

Preparer's Signature	Date	Check if self- employed	PTIN
Firm's name Firm's address		Firm's EIN
		Phone no.

Form 990-PF (2011)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- 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

MUSEUM OF OUTDOOR ARTS

Employer identification number

74-2234944

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 MUSEUM OF OUTDOOR ARTS			Employer identification number 74-2234944
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
1	SCIENTIFIC CULTURAL FACILITIES DIS 2009 W LITTLETON BLVD LITTLETON, CO 80120	$94,000		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
7	PALAZZO VERDI 6363 SOUTH FIDDLERS GREEN CIRCLE GREENWOOD VILLAGE, CO 80111	$10,177		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
2	GRUBB ELLIS 1200 17TH STREET SUITE 2000 DENVER, CO 80202	$9,350		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
8	PRUDENTIAL INSURANCE 1800 LARIMER ST 1700 DENVER, CO 80202	$6,500		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
3	CITY OF ENGLEWOOD 1000 ENGLEWOOD PARKWAY ENGLEWOOD, CO 80110	$96,000		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
9	HAYMAN CORPORATION 5700 CROOKS ROAD SUITE 400 TROY, MI 48098	$9,750		Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Name of organization MUSEUM OF OUTDOOR ARTS			Employer identification number 74-2234944
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
4	JOHN MARJORIE MADDEN 6501 S FIDDLERS GREEN CIRCLE 110 GREENWOOD VILLAGE, CO 80111	$7,917		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
5	XCEL ENERGY 1050 S FOX STREET DENVER, CO 80223	$5,000		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
6	CRICKET COMMUNICATIONS PO BOX 501430 SAN DIEGO, CA 92150	$6,761		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 MUSEUM OF OUTDOOR ARTS
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
MUSEUM OF OUTDOOR ARTS

Employer identification number

74-2234944

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:

TY 2011 AccountingFeesSchedule

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INDIRECT ACCOUNTING FEES	1,583	1,328	255	255

- TIN:

TY 2011 CompensationExplanation

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Person Name	Explanation
CYNTHIA MADDEN LEITNER
BLAIR BROWN
PARKER JOHNSON
ERIC SILER
RODNEY LONTINE

- TIN:

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TY 2011 DepreciationSchedule

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income
REPAIR	1993-12-17	676	676	S/L	7.0000
COMPUTERS	1994-12-15	1,796	1,796	S/L	7.0000
MAC	1995-01-06	400	400	S/L	7.0000
PERFORMA MEMORY UPGRADE	1995-01-20	440	440	S/L	7.0000
COMPUTERS	1996-09-19	380	380	S/L	7.0000
COMPUTERS	1996-12-20	2,085	2,085	S/L	7.0000
FONT SOFTWARE	1997-02-10	291	291	S/L	7.0000
COMPUTER UPGRADE	1997-03-10	255	255	S/L	7.0000
2 NEW COMPUTERS	1997-08-21	3,800	3,800	S/L	7.0000
NEW COMPUTERS	2000-02-14	4,115	4,115	S/L	7.0000
NEW COMPUTERS	2000-02-29	2,998	2,998	S/L	7.0000
LAPTOP	2002-07-31	2,115	2,115	S/L	7.0000
COMPUTER	2002-10-13	1,688	1,688	S/L	7.0000
COMPUTER	2002-03-27	2,189	2,189	S/L	7.0000
COMPUTER	2003-12-31	5,078	5,078	S/L	7.0000
PHONE SYSTEM	1997-10-01	9,825	9,825	S/L	5.0000
FURNITURE & EQUIPMENT	1994-12-31	14,401	14,401	S/L	5.0000
CHAIRS	1996-09-17	897	897	S/L	5.0000
ADJUSTMENT	1999-12-31	41,217	41,217	S/L	5.0000
FURNITURE	2000-06-16	2,589	2,589	S/L	5.0000
SINAGE	1993-12-31	46,862	46,862	S/L	7.0000
SINAGE	1994-12-31	6,425	6,425	S/L	7.0000
SINAGE	1995-12-31	1,161	1,161	S/L	7.0000
ENGLEWOOD SPACE	2000-01-01	566,881	566,881	S/L	7.0000		49,709	9,554
IMPROVEMENTS	2001-12-19	2,151	2,151	S/L	7.0000
GALLERY LIGHTING	2002-07-20	24,690	24,690	S/L	7.0000
SAMPSON PARK	1994-12-31	649,229
FIDDLER'S GREEN AMPHITHEATRE	1982-01-01	6,340,000
FURNITURE & EQUIP-2004	2004-06-01	8,521	8,014	S/L	7.0000	507
COMPUTERS - 2004	2004-06-01	4,413	4,150	S/L	7.0000	263
TELEVISION	2006-01-17	1,530	1,075	S/L	7.0000	218
APPLE COMPUTER	2006-02-13	2,082	2,047	S/L	5.0000	35
MAC COMPUTER	2006-04-04	3,118	2,962	S/L	5.0000	156
WATER PROJECT-MONITOR	2006-11-21	2,323	1,355	S/L	7.0000	332
CML COMPUTER	2007-08-21	1,596	1,064	S/L	5.0000	319
COMPUTERS	2007-03-04	14,227	10,907	S/L	5.0000	2,846
ZOOMMANIA EQUIP	2007-06-21	3,804	1,902	S/L	7.0000	543
SACRED WATER LEDS	2007-08-15	1,100	537	S/L	7.0000	157
ULTIMATE ELCTRONICS EQUIP	2007-10-25	1,110	502	S/L	7.0000	159
LIGHTING	2007-04-03	4,231	2,267	S/L	7.0000	604
COMPUTER ANIMATION SCREENS	2007-09-20	6,102	2,833	S/L	7.0000	872
ICE + SNOW LIGHTING	2007-04-10	3,611	1,934	S/L	7.0000	516
AUTODESK SOFTWARE	2007-04-10	8,150	6,113	S/L	5.0000	1,630
CAREPT FOR SOUND GALLERY	2007-08-21	1,114	743	S/L	5.0000	223
FURN-FILM/VIDEO EQUP	2008-01-10	1,865	799	S/L	7.0000	267
FURN-LADDERS	2008-08-30	1,050	350	S/L	7.0000	150
LHI-CARPET	2008-04-24	20,649	11,013	S/L	5.0000	4,130
LHI-SOUND GALLERY	2008-07-01	73,142	26,122	S/L	7.0000	10,449
LHI-LAND IMPROVEMENTS	2008-06-12	59,388	21,917	S/L	7.0000	8,484
COMPUTERS-APPLE COMPUTERS	2008-07-08	66,270	23,668	S/L	7.0000	9,467
EQUIP-LIGHTS AND SOUND	2009-10-23	10,397	1,733	S/L	7.0000	1,485
LHI-SOUND GALLERY	2009-06-04	2,383	539	S/L	7.0000	340
LHI-LAND IMPROVEMENTS	2009-09-18	4,710	841	S/L	7.0000	673
LIGHTS/AUDIO/STAGE EQUIP	2009-12-04	35,781	5,538	S/L	7.0000	5,111
STORAGE FACILITY	2009-10-04	105,902	4,413	S/L	30.0000	3,530
LEASEHOLD IMPROVEMENTS	2010-05-04	5,983	798	S/L	5.0000	1,197
SAMSUNG	2010-06-11	2,715	317	S/L	5.0000	543
COMPUTER	2010-09-07	2,630	175	S/L	5.0000	526
FURNITURE & FIXTURES	2011-12-02	3,806		S/L	7.0000	45
SAMSON PARK	2011-10-05	11,241		S/L	5.0000	562
FIDDLERS GREEN	2011-07-24	15,444		S/L	5.0000	1,287
LEASEHOLD IMPROVEMENTS	2011-06-08	14,007		S/L	5.0000	1,634

- TIN:

TY 2011 EmployeeCompensationExpln

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Employee	Explanation
LONNIE HANZON
TATUM HAYES
SCHUYLER MADDEN

- TIN:

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TY 2011 GainLossSaleOtherAssetsSch

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Name	Date Acquired	How Acquired	Date Sold	Purchaser Name	Gross Sales Price	Basis	Basis Method	Sales Expenses	Total (net)	Accumulated Depreciation
SALE OF EASEMENT		PURCHASE			1,500,000			1,910	1,498,090

- TIN:

TY 2011 LandEtcSchedule2

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
COMPUTERS	182,541	151,292	31,249	182,541
FURNITURE & EQUIPMENT	149,291	100,000	49,291	149,291
IMPROVEMENTS	778,229	600,000	178,229	779,229
STORAGE BUILDING	105,902	100,000	5,902	105,902
	7,011,824		7,011,824	7,011,824

- TIN:

TY 2011 LegalFeesSchedule

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INDIRECT LEGAL FEES	165,766

- TIN:

TY 2011 MortgagesAndNotesPayableSch

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Total Mortgage Amount:

Item No.	1
Lender's Name	UMB LOAN 1
Lender's Title
Relationship to Insider
Original Amount of Loan
Balance Due
Date of Note
Maturity Date
Repayment Terms
Interest Rate
Security Provided by Borrower
Purpose of Loan
Description of Lender Consideration
Consideration FMV

Item No.	2
Lender's Name	UMB BANK LOAN 2
Lender's Title
Relationship to Insider
Original Amount of Loan
Balance Due
Date of Note
Maturity Date
Repayment Terms
Interest Rate
Security Provided by Borrower
Purpose of Loan
Description of Lender Consideration
Consideration FMV

Item No.	3
Lender's Name	UMB BANK LOAN 3
Lender's Title
Relationship to Insider
Original Amount of Loan
Balance Due
Date of Note
Maturity Date
Repayment Terms
Interest Rate
Security Provided by Borrower
Purpose of Loan
Description of Lender Consideration
Consideration FMV

Item No.	4
Lender's Name	NEW UMB LOAN
Lender's Title
Relationship to Insider
Original Amount of Loan
Balance Due	680184
Date of Note
Maturity Date
Repayment Terms
Interest Rate
Security Provided by Borrower
Purpose of Loan
Description of Lender Consideration
Consideration FMV

- TIN:

TY 2011 OtherAssetsSchedule

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
ART COLLECTION	4,290,069	4,297,421	4,297,421

- TIN:

TY 2011 OtherExpensesSchedule

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
EXPENSES
ADVERTISING	13,097	10,985	2,112	2,112
BANK CHARGES	6,145	5,154	991	991
BUSINESS MEALS AND ENTERTAINM	16,918	14,190	2,728	2,728
COMPUTER EXPENSE	27,830	23,343	4,487	4,487
DUES AND SUBSCRIPTIONS	6,355	5,330	1,025	1,025
EDUCATIONAL PROGRAM EXPENSES	461,360	386,979	74,381	74,381
GENERAL SUPPLIES	272	228	44	44
INSURANCE	22,327	18,727	3,600	3,600
LICENSE AND FEES	313	263	50	50
MAINTENANCE AND REPAIRS	7,752	6,502	1,250	1,250
POSTAGE	12,967	10,876	2,091	2,091
PERFORMANCE	2,875	2,411	464	464
TELEPHONE	21,716	18,215	3,501	3,501
MISCELLANEOUS	4,720	3,959	761	761
PAYROLL PROCESSING	4,503	3,315	1,188	1,188
PROFESSIONAL DEVELOPMENT	20,083	16,845	3,238	3,238
OTHER EXPENSES	875	734	141	141
WEBSITE	15	13	2	2

- TIN:

TY 2011 OtherIncomeSchedule2

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Description	Revenue And Expenses Per Books	Adjusted Net Income
TICKET SALES	15,487	15,487
ART SALES	8,129	8,129
HUDSON GARDEN INCOME	207,122	207,122
HUDSON GARDEN EXPENSE	-267	-267

- TIN:

TY 2011 TaxesSchedule

Name:

MUSEUM OF OUTDOOR ARTS

EIN: 74-2234944

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INCOME TAXES	9,179	7,699	1,480	1,480