Form990
Click to see attachment
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)

MediumBullet The organization may have to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0047
2012
Open to Public Inspection
A For the 2012 calendar year, or tax year beginning 01-01-2012 , 2012, and ending 12-31-2012
BCheck if applicable:
CName of organization
Colonial Williamsburg Foundation
 
Doing Business As
 
 
Number and street (or P.O. box if mail is not delivered to street address)
PO Box 1776
 
Room/suite
City or town, state or country, and ZIP + 4
Williamsburg, VA23187
D Employer identification number

54-0505888
E Telephone number

G Gross receipts $ 383,706,650
F Name and address of principal officer:
Colin G Campbell
134 N Henry Street
Williamsburg,VA23185
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
www.history.org
H(a)
Is this a group return for
affiliates?
H(b)
Are all affiliates included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1928
M State of legal domicile: VA
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: Preserve, restore, reconstruct, or otherwise maintain historical structures, objects, works of art and locations and to promote, encourage, and carry on any historical, interpretative, research, or related educational activities.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 20
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 14
5 Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...... 5 1,797
6 Total number of volunteers (estimate if necessary) ............. 6 800
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 233,848
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b -8,892,968
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 34,125,545 27,081,374
9 Program service revenue (Part VIII, line 2g) ......... 40,095,459 38,310,177
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 41,025,551 43,973,437
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 3,011,740 5,729,654
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 118,258,295 115,094,642
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 1,057,649 1,069,222
14 Benefits paid to or for members (Part IX, column (A), line 4).....   0
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 58,116,432 61,727,168
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 110,838 116,370
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet8,176,421    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 74,670,654 73,068,457
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 133,955,573 135,981,217
19 Revenue less expenses. Subtract line 18 from line 12....... -15,697,278 -20,886,575
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 1,465,821,309 1,501,154,852
21 Total liabilities (Part X, line 26)............. 401,024,760 400,978,319
22 Net assets or fund balances. Subtract line 21 from line 20..... 1,064,796,549 1,100,176,533
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
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
 
Preparer's signature
Date
PTIN
Firm's name MediumBullet

Firm's EIN MediumBullet
Firm's address MediumBullet



Phone no.
May the IRS discuss this return with the preparer shown above? (see instructions) ............
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2012)
Form 990 (2012)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response to any question in this Part III ...............
1
Briefly describe the organization’s mission: Preserve, restore, reconstruct, or otherwise maintain historical structures, objects, works of art and locations and to promote, encourage, and carry on any historical, interpretative, research, or related educational activities.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If “Yes,” describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If “Yes,” describe these changes on Schedule O.
4
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 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 $ 54,328,814 including grants of $   ) (Revenue $ 24,020,811 )
Research and Historical Interpretation-The Historic Area is a 301-acre outdoor history museum with over 600 original and reconstructed houses, outbuildings, shops, taverns, and public buildings. Interpretation by costumed employees engages visitors in dialogue with historical residents of Colonial Williamsburg and at trade sites. Tours are offered through the houses, taverns and public buildings. Specialized tours are available that focus on African-Americans, the role of women in the 18th-century, and the origins of the U.S. Constitution. See Federal Supplemental Information for further detail.
4b (Code:   ) (Expenses $ 18,325,635 including grants of $   ) (Revenue $ 16,363,252 )
Taverns and Colonial Houses-Ideal for guests who wish to fully immerse themselves in the 18th-century, Colonial Williamsburg offers authentic period accommodations in the Historic Area where our founding families once lodged. Servers in taverns are in period dress and interpret the 18th-century dining experiences. See Federal Supplemental Information for further detail.
4c (Code:   ) (Expenses $ 13,954,572 including grants of $   ) (Revenue $ 19,551,807 )
Products-Items sold in the retail shops in and around the Historic Area become a tangible part of the learning experience. The purpose of the sales is to enhance public awareness and knowledge of the designs and craftsmanship exemplified in 18th-century Williamsburg. See Federal Supplemental Information for further detail.
4d Other program services (Describe in Schedule O.)
(Expenses $ 20,257,970 including grants of $   ) (Revenue $ 3,526,326 )
4e Total program service expensesMediumBullet106,866,991
Form 990 (2012)
Form 990 (2012)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule AClick to see attachment........................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment...
2
Yes
 
3
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 IClick to see attachment..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part IIClick to see attachment........
4
Yes
 
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part IIIClick to see attachment............................
5
 
No
6
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 IClick to see attachment........................
6
 
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part IIClick to see attachment...
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment....................
8
Yes
 
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; 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 IVClick to see attachment..............
9
 
No
10
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 VClick to see attachment......
10
Yes
 
11
If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI.Click to see attachment...................
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIIClick to see attachment.......
11b
Yes
 
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIIIClick to see attachment.......
11c
 
No
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IXClick to see attachment............
11d
Yes
 
e
Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
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 XClick 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 and XII Click to see attachment.................
12a
 
No
b
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 and XII is optional Click to see attachment
12b
Yes
 
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV.........
14b
 
No
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV...
16
 
No
17
Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions).... Click to see attachment
17
Yes
 
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............ Click to see attachment
18
 
No
19
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................... Click to see attachment
19
 
No
20a
Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....
20a
 
No
b
If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2012)
Form 990 (2012)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment
21
Yes
 
22
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........ Click to see attachment
22
 
No
23
Did the organization answer “Yes” to Part VII, Section A, line 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
23
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 lines 24b through 24d and complete Schedule K. If “No,” go to line 25................ Click to see attachment
24a
Yes
 
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
No
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................
24c
 
No
d
Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...
24d
 
No
25a
Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........ Click to see attachment
25a
 
No
b
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
 
No
26
Was a loan to or by a current or former officer, director, trustee, key employee, highest 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
26
 
No
27
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
27
 
No
28
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
A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV .......................... Click to see attachment
28a
Yes
 
b
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
Yes
 
c
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 direct or indirect owner? If “Yes,” complete Schedule L, Part IV... Click to see attachment
28c
Yes
 
29
Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..Click to see attachment
29
Yes
 
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............. Click to see attachment
30
Yes
 
31
Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................
32
 
No
33
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
33
Yes
 
34
Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
 
b
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
Yes
 
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2............. Click to see attachment
36
 
No
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VIClick to see attachment
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Form 990 (2012)
Form 990 (2012)
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
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
403
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
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 ..................
2a
1,797
b
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)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
Yes
 
b
If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....
3b
 
 
4a
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, securities account, or other financial account)?..........................
4a
 
No
b
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.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
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 as charitable contributions?...
6a
 
No
b
If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................
7a
Yes
 
b
If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....
7b
Yes
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If “Yes,” indicate the number of Forms 8282 filed during the year ....
7d
0
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
No
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
Yes
 
8
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?............
8
 
No
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?..........
9a
 
No
b
Did the organization make a distribution to a donor, donor advisor, or related person?.......
9b
 
No
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources (Do not net amounts due or paid to other 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
 
No
b
If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
No
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..
14b
 
No
Form 990 (2012)
Form 990 (2012)
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
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
20
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
14
2
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? .................
2
Yes
 
3
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? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
 
No
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
 
No
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If “No,” go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
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
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line 15a or 15b, describe the process in Schedule 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
 
No
b
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
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
WV , WI , WA , VA , UT , TN , SC , RI , PA , OR , OK , OH , NY , NM , NJ , NH , ND , NC , MS , MN , MI , ME , MD , MA , LA , KY , KS , IL , HI , GA , FL , DC , CT , CO , CA , AZ , AR , AL , AK
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
19
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.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBulletJeffrey A DuncanPO Box 1776WilliamsburgVA231871776 (757) 220-7065
Form 990 (2012)
Form 990 (2012)
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. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

RoundBullet List all of the organization’s current key employees, if any. See instructions for definition of "key employee."
RoundBullet 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.

RoundBullet 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.

RoundBullet 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 organization compensated any current officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(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
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(1) Henry C Wolf........................................................................
Trustee
 2.00
.......................0.00 		X           0 0 0
(2) Edward D Villani........................................................................
Trustee
 4.00
.......................0.00 		X           0 0 0
(3) Sharon P Rockefeller........................................................................
Trustee
 3.00
.......................0.00 		X           0 0 0
(4) Barbara B Oberg........................................................................
Trustee
 1.00
.......................0.00 		X           0 0 0
(5) Thomas K Norment Jr........................................................................
Trustee
 4.00
.......................0.00 		X           0 0 0
(6) Thurston R Moore........................................................................
Trustee
 2.00
.......................0.00 		X           0 0 0
(7) Andrea Mitchell........................................................................
Trustee
 2.00
.......................0.00 		X           0 0 0
(8) Cynthia H Milligan........................................................................
Trustee
 2.00
.......................0.00 		X           0 0 0
(9) Steven L Miller........................................................................
Trustee
 2.00
.......................0.00 		X           0 0 0
(10) Leslie A Miller........................................................................
Trustee
 1.00
.......................0.00 		X           0 0 0
(11) Judith A McHale........................................................................
Trustee
 1.00
.......................0.00 		X           0 0 0
(12) Forrest E Mars Jr........................................................................
Trustee
 2.00
.......................0.00 		X           0 0 0
(13) Mark J Kington........................................................................
Trustee
 2.00
.......................0.00 		X           0 0 0
(14) Anthony M Kennedy........................................................................
Trustee
 2.00
.......................0.00 		X           0 0 0
(15) Pamela P Flaherty........................................................................
Trustee
 1.00
.......................0.00 		X           0 0 0
(16) Richard M Donnelly........................................................................
Trustee
 4.00
.......................0.00 		X           0 0 0
(17) John R Donnell Jr........................................................................
Trustee
 2.00
.......................0.00 		X           0 0 0
Form 990 (2012)
Form 990 (2012)
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 (list any hours for related organizations below dotted line) 		(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
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(18) Antoinette Cook Bush........................................................................
Trustee
 1.00
.......................0.00 		X           0 0 0
(19) Thomas F Farrell II........................................................................
Chairman
 4.00
.......................0.00 		X           0 0 0
(20) Colin G Campbell........................................................................
President & CEO
 65.00
.......................0.00 		X   X       605,626 0 101,086
(21) William E White........................................................................
Vice President
 50.00
.......................0.00 		    X       190,100 0 65,204
(22) Gail M Waddell........................................................................
General Counsel
 50.00
.......................0.00 		    X       236,247 0 49,029
(23) Laura J Loda........................................................................
Vice President
 50.00
.......................0.00 		    X       245,570 0 38,013
(24) Ronald L Hurst........................................................................
Vice President
 50.00
.......................0.00 		    X       230,365 0 68,196
(25) James P Horn........................................................................
Vice President
 50.00
.......................0.00 		    X       237,029 0 48,038
(26) Robert B Taylor........................................................................
Senior VP
 50.00
.......................0.00 		    X       397,202 0 56,570
(27) Michael D Rierson........................................................................
Senior VP
 50.00
.......................0.00 		    X       370,474 0 82,703
(28) John S Bacon........................................................................
Senior VP
 50.00
.......................0.00 		    X       340,634 0 50,198
(29) Jeffrey A Duncan........................................................................
Controller
 50.00
.......................0.00 		        X   154,930 0 32,110
(30) Denise Kellogg........................................................................
Director
 50.00
.......................0.00 		        X   152,426 0 7,449
(31) Douglas K Marty........................................................................
Director
 50.00
.......................0.00 		        X   161,733 0 32,719
(32) Danny McDaniel........................................................................
Director
 50.00
.......................0.00 		        X   140,458 0 73,614
(33) Cynthia Williamson........................................................................
Director
 50.00
.......................0.00 		        X   148,519 0 33,887
(34) James L Easton........................................................................
Vice President
 0.00
.......................0.00 		          X 165,404 0 15,298
(35) Katherine Whitehead........................................................................
Vice President
 0.00
.......................0.00 		          X 152,402 0 0
1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 3,929,119   754,114
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet33
Yes
No
3
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 ..............
3
Yes
 
4
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...........................
4
Yes
 
5
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 ........
5
 
No
Section B. Independent Contractors
1
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
United Parcel ServicePO Box 7247-0244PhiladelphiaPA191700001 Freight 2,874,964
Peninsula Commercial Services707 East Main StreetRichmondVA23219 Facilities Mgmt 907,731
Investure IMA Fees126 Garrett Street Suite JCharlottesvilleVA22902 Investment Mgmt 1,049,315
Healthkeepers IncPO Box 26623RichmondVA23285 Administrative 808,372
Fir Tree International Value Fund505 5th Avenue 23rd FloorNew York CityNY10017 Investment Mgmt 1,455,932
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet24
Form 990 (2012)
Form 990 (2012)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response to any question in this Part VIII ..............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512, 513, or 514
Contributions, Gifts, Grants and Other Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d  
e Government grants (contributions)1e 1,558,065
f All other contributions, gifts, grants, and
similar amounts not included above1f 		25,523,309
g Noncash contributions included in lines
1a-1f:$ 		8,000,012
h Total. Add lines 1a-1f.......MediumBullet 27,081,374
Program Service Revenue Business Code
2a Taverns & Colonial Houses 722100 16,363,252 16,363,252    
b Special Programs 611600 2,399,820 2,399,820    
c Historic Area Rentals 531110 788,264     788,264
d Admissions 611600 18,758,841 18,758,841    
e
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet 38,310,177
Other Revenue 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 9,130,476   -555,752 9,686,228
4 Income from investment of tax-exempt bond proceeds..MediumBullet 0      
5 Royalties...........MediumBullet 1,123,799     1,123,799
(i) Real (ii) Personal
6a Gross rents 16,650,761 27,920
b Less: rental expenses 24,794,681 409
c Rental income or (loss) -8,143,920 27,511
d Net rental income or (loss).......MediumBullet -8,116,409   -7,644,609 -471,800
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 269,065,636 846,458
b Less: cost or other basis and sales expenses 234,068,844 1,000,289
c Gain or (loss) 34,996,792 -153,831
d Net gain or (loss)..........MediumBullet 34,842,961   -3,829 34,846,790
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..MediumBullet 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...MediumBullet 0      
10a Gross sales of inventory, less
returns and allowances .
a 19,551,807
b Less: cost of goods sold ..b 8,747,785
c Net income or (loss) from sales of inventory..MediumBullet 10,804,022 8,808,251 1,995,771  
Miscellaneous Revenue Business Code
11a Theatre 512000 115,350   115,350  
b Parking Fees 812930 203,127     203,127
c Other 900099 1,520,706   6,247,858 -4,727,152
d All other revenue .... 79,059   79,059  
e Total. Add lines 11a–11d ...... MediumBullet 1,918,242
12 Total revenue. See Instructions......MediumBullet 115,094,642 46,330,164 233,848 41,449,256
Form 990 (2012)
Form 990 (2012)
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).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 1,069,222 1,069,222
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 .... 2,853,248 657,494 1,825,280 370,474
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 45,564,491 33,208,312 10,109,643 2,246,536
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 300,482   300,482  
9 Other employee benefits ....... 9,094,853 6,104,435 2,518,668 471,750
10 Payroll taxes ........... 3,914,094 2,464,414 1,259,240 190,440
11 Fees for services (non-employees):        
a Management ...... 15,791,399 15,791,399    
b Legal ......... 66,389   66,389  
c Accounting ........... 216,584   216,584  
d Lobbying ........... 0      
e Professional fundraising services. See Part IV, line 17 116,370 116,370
f Investment management fees ...... 6,534,608 6,534,608    
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ -5,188,487 1,957,453 -7,145,940  
12 Advertising and promotion .... 5,978,668 5,893,893 53,256 31,519
13 Office expenses ....... 8,654,468 4,975,653 278,172 3,400,643
14 Information technology ...... 1,771,011 440,253 1,319,567 11,191
15 Royalties .. 6,508 6,508    
16 Occupancy ........... 4,314,737 3,641,588 670,348 2,801
17 Travel ............ 831,162 619,511 86,674 124,977
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 0      
19 Conferences, conventions, and meetings .... 564,262 271,401 287,325 5,536
20 Interest ........... 5,449,906 1,323,543 4,126,363  
21 Payments to affiliates ....... 0      
22 Depreciation, depletion, and amortization ..... 8,247,607 6,596,766 1,518,642 132,199
23 Insurance .............. 881,536 881,536    
24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a Miscellaneous 2,530,579 1,590,698 831,263 108,618
b Contracted Services 2,542,299 1,986,698 480,348 75,253
c Equipment Rental & Maintenance 3,386,881 2,816,975 564,157 5,749
d Maintenance & Repairs 6,153,151 4,987,687 1,136,517 28,947
e All other expenses 4,335,189 3,046,944 434,827 853,418
25 Total functional expenses. Add lines 1 through 24e 135,981,217 106,866,991 20,937,805 8,176,421
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 MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2012)
Form 990 (2012)
Page 11
Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash—non-interest-bearing ............. 190,000 1 190,000
2 Savings and temporary cash investments ......... 5,543,248 2 6,572,251
3 Pledges and grants receivable, net ........... 20,314,590 3 15,191,604
4 Accounts receivable, net ............. 2,777,401 4 1,698,446
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
  5 0
6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
  6 0
7 Notes and loans receivable, net ............. 3,558,479 7 4,449,753
8 Inventories for sale or use .............. 8,520,818 8 8,459,000
9 Prepaid expenses and deferred charges .......... 1,911,367 9 2,105,814
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 710,786,449
b Less: accumulated depreciation ..... 10b 295,127,547 421,847,336 10c 415,658,902
11 Investments—publicly traded securities .......... 65,074,124 11 53,196,905
12 Investments—other securities. See Part IV, line 11 ..... 643,991,368 12 681,606,426
13 Investments—program-related. See Part IV, line 11 .....   13 0
14 Intangible assets ...............   14 0
15 Other assets. See Part IV, line 11 ........... 292,092,578 15 312,025,751
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 1,465,821,309 16 1,501,154,852
Liabilities 17 Accounts payable and accrued expenses ......... 19,591,596 17 18,891,785
18 Grants payable .................   18  
19 Deferred revenue ................   19  
20 Tax-exempt bond liabilities ............. 59,801,924 20 57,736,020
21 Escrow or custodial account liability. Complete Part IV of Schedule D..   21  
22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
persons. Complete Part II of Schedule L..........   22  
23 Secured mortgages and notes payable to unrelated third parties .. 2,495,768 23 2,598,338
24 Unsecured notes and loans payable to unrelated third parties .... 272,929,922 24 272,894,562
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.................... 46,205,550 25 48,857,614
26 Total liabilities. Add lines 17 through 25......... 401,024,760 26 400,978,319
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets .............. 726,853,259 27 737,234,694
28 Temporarily restricted net assets ........... 82,674,213 28 103,989,210
29 Permanently restricted net assets ........... 255,269,077 29 258,952,629
Organizations that do not follow SFAS 117 (ASC 958), check here MediumBullet 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 ........... 1,064,796,549 33 1,100,176,533
34 Total liabilities and net assets/fund balances ........ 1,465,821,309 34 1,501,154,852
Form 990 (2012)
Form 990 (2012)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response to any question in this Part XI ...............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
115,094,642
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
135,981,217
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
-20,886,575
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
1,064,796,549
5
Net unrealized gains (losses) on investments ...............
5
58,110,395
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
-1,843,836
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
1,100,176,533
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response to any question in this Part XII ..............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If “Yes,” to line 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?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
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?
3a
Yes
 
b
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
3b
Yes
 
Form 990 (2012)
Form 990, Special Condition Description:
Special Condition Description
Additional Data


Software ID: 12000229
Software Version: 2012v2.0
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.
right arrow Attach to Form 990 or Form 990-EZ. right arrow See separate instructions.
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number

54-0505888
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.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
f
g
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization? ................
11g(i)
 
 
(ii) A family member of a person described in (i) above? ......................
11g(ii)
 
 
(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................
11g(iii)
 
 
h
Provide the following information about the supported organization(s).
(i) Name of supported organization (ii) EIN (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) (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 monetary support
Yes No Yes No Yes No
Total                  

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify 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) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....            
2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......            
3 The value of services or facilities furnished by a governmental unit to the organization without charge..            
4 Total. Add lines 1 through 3            
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)..            
6 Public support. Subtract line 5 from line 4.            
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
7 Amounts from line 4..            
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...            
9 Net income from unrelated business activities, whether or not the business is regularly carried on..            
10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..            
11 Total support (Add lines 7 through 10).            
12
12
 
13
First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................right arrow
Section C. Computation of Public Support Percentage
14
14
 
15
15
 
16a
b
17a
b
18
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify 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) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . 24,211,135 35,566,203 29,206,642 34,125,545 27,081,374 150,190,899
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...... 85,148,415 75,699,040 67,673,199 61,816,953 59,780,226 350,117,833
3 Gross receipts from activities that are not an unrelated trade or business under section 513.. -5,489,367 -4,551,130 -3,878,142 -3,550,797 -3,641,449 -21,110,885
4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...           0
5 The value of services or facilities furnished by a governmental unit to the organization without charge..           0
6 Total. Add lines 1 through 5. 103,870,183 106,714,113 93,001,699 92,391,701 83,220,151 479,197,847
7a Amounts included on lines 1, 2, and 3 received from disqualified persons... 556,438 2,023,596 3,820,934 2,365,624 3,295,724 12,062,316
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. 1,238,882 1,221,215 1,106,668 1,079,373 999,449 5,645,587
c Add lines 7a and 7b.. 1,795,320 3,244,811 4,927,602 3,444,997 4,295,173 17,707,903
8 Public support (Subtract line 7c from line 6.)           461,489,944
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
9 Amounts from line 6... 103,870,183 106,714,113 93,001,699 92,391,701 83,220,151 479,197,847
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. 20,018,070 15,407,382 17,665,119 15,545,630 16,724,762 85,360,963
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.           0
c Add lines 10a and 10b. 20,018,070 15,407,382 17,665,119 15,545,630 16,724,762 85,360,963
11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.           0
12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..           0
13 Total support. (Add lines 9, 10c, 11, and 12.).. 123,888,253 122,121,495 110,666,818 107,937,331 99,944,913 564,558,810
14
Section C. Computation of Public Support Percentage
15
15
81.740 %
16
16
81.180 %
Section D. Computation of Investment Income Percentage
17
17
15.120 %
18
18
15.860 %
19a
b
20
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
 
Explanation
 
 
 
 
Schedule A (Form 990 or 990-EZ) 2012

Additional Data


Software ID: 12000229
Software Version: 2012v2.0
Schedule B
(Form 990, 990-EZ,
or 990-PF)
Department of the Treasury
Internal Revenue Service
Schedule of Contributors
Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
OMB No. 1545-0047
2012
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number

54-0505888
Organization type (check one):
Filers of:
Section:
Form 990 or 990-EZ





Form 990-PF




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
Special Rules
......................... 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) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 2
Name of organization
Colonial Williamsburg Foundation
  		Employer identification number

54-0505888
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


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 3
Name of organization
Colonial Williamsburg Foundation
  		Employer identification number

54-0505888
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) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 4
Name of organization
Colonial Williamsburg Foundation
  		Employer identification number

54-0505888
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 (c) Use 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 (c) Use 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 (c) Use 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 (c) Use 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) (2012)

Additional Data


Software ID: 12000229
Software Version: 2012v2.0
SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet Complete if the organization is described below.SchCMd Bullet Attach to Form 990 or Form 990-EZ.
SchCMd Bullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public
Inspection
If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet Section 501(c)(4), (5), or (6) organizations: Complete Part III.
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number

54-0505888
Part I-A
Complete if the organization is exempt under section 501(c) or is a section 527 organization.

1
Provide a description of the organization’s direct and indirect political campaign activities in Part IV.
2
Political expenditures ....................................SchCMd Bullet
$  
3
Volunteer hours ........................................
 

Part I-B
Complete if the organization is exempt under section 501(c)(3).
1
Enter the amount of any excise tax incurred by the organization under section 4955 .........SchCMd Bullet
$  
2
Enter the amount of any excise tax incurred by organization managers under section 4955 ......SchCMd Bullet
$  
3
If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............
4a
Was a correction made? .........................................
b
If "Yes," describe in Part IV.
Part I-C
Complete if the organization is exempt under section 501(c), except section 501(c)(3).
1
Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet
$  
2
Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ...................................SchCMd Bullet

$  
3
Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b..SchCMd Bullet

$  
4
Did the filing organization file Form 1120-POL for this year? ..........................
5
Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.
(a) Name (b) Address (c) EIN (d) Amount paid from filing organization's funds. If none, enter -0-. (e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.










For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.
Cat. No. 50084S
Schedule C (Form 990 or 990-EZ) 2012

Schedule C (Form 990 or 990-EZ) 2012
Page 2
Part II-A
Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).
A Check SchCMd Bulletexpenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet
Limits on Lobbying Expenditures
(The term "expenditures" means amounts paid or incurred.) 		(a) Filing
organization's
totals 		(b) Affiliated group
totals
1a Total lobbying expenditures to influence public opinion (grass roots lobbying) ......    
b Total lobbying expenditures to influence a legislative body (direct lobbying) .......    
c Total lobbying expenditures (add lines 1a and 1b) ...................    
d Other exempt purpose expenditures ........................ 106,866,991  
e Total exempt purpose expenditures (add lines 1c and 1d) ............... 106,866,991  
f Lobbying nontaxable amount. Enter the amount from the following table in both
columns.		 1,000,000  
  If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:    
  Not over $500,00020% of the amount on line 1e.    
  Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.    
  Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.    
  Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.    
  Over $17,000,000$1,000,000.    
       
g Grassroots nontaxable amount (enter 25% of line 1f) ................. 250,000  
h Subtract line 1g from line 1a. If zero or less, enter -0-. ................    
i Subtract line 1f from line 1c. If zero or less, enter -0-. ................    
j If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting
section 4911 tax for this year? ......................................

4-Year Averaging Period Under Section 501(h)
(Some organizations that made a section 501(h) election do not have to complete all of the five
columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
  Calendar year (or fiscal year
beginning in) 		(a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) Total
             
2a Lobbying nontaxable amount 1,000,000 1,000,000 1,000,000 1,000,000 4,000,000
             
b Lobbying ceiling amount
(150% of line 2a, column(e)) 		        6,000,000
             
c Total lobbying expenditures          
             
d Grassroots nontaxable amount 250,000 250,000 250,000 250,000 1,000,000
             
e Grassroots ceiling amount
(150% of line 2d, column (e))		         1,500,000
             
f Grassroots lobbying expenditures          
Schedule C (Form 990 or 990-EZ) 2012


Schedule C (Form 990 or 990-EZ) 2012
Page 3
Part II-B
Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).
For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.
(a)
No
Yes
(b)
Amount
1
During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:
a
Volunteers? .........................................
 
 
b
Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....
 
 
c
Media advertisements? ....................................
 
 
 
d
Mailings to members, legislators, or the public? .........................
 
 
 
e
Publications, or published or broadcast statements? .......................
 
 
 
f
Grants to other organizations for lobbying purposes? .......................
 
 
 
g
Direct contact with legislators, their staffs, government officials, or a legislative body? ........
 
 
 
h
Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......
 
 
 
i
Other activities? ..........................
 
 
 
j
Total. Add lines 1c through 1i ...............................
 
2a
Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....
 
 
b
If "Yes," enter the amount of any tax incurred under section 4912 .................
 
c
If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....
 
d
If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......
 
 
Part III-A
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).
Yes
No
1
Were substantially all (90% or more) dues received nondeductible by members? ................
1
 
 
2
Did the organization make only in-house lobbying expenditures of $2,000 or less? ................
2
 
 
3
Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........
3
 
 
Part III-B
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."
1
Dues, assessments and similar amounts from members .....................
1
 
2
Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).
a
Current year .........................................
2a
 
b
Carryover from last year ....................................
2b
 
c
Total ............................................
2c
 
3
Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .
3
 
4
If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................
4
 
5
Taxable amount of lobbying and political expenditures (see instructions) ..............
5
 
Part IV
Supplemental Information
Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.
Identifier Return Reference Explanation
Schedule C (Form 990 or 990EZ) 2012

Additional Data


Software ID: 12000229
Software Version: 2012v2.0

SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet 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
2012
Open to Public Inspection
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number

54-0505888
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 ........    
5
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? ............
6
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? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
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.
Held at the End of the 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  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................
9
In Part XIII, 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.
1a
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 XIII, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance 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 $ 712,720
(ii)
Assets included in Form 990, Part X ..............................SchDMd Bullet $ 74,832,309
2
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:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 52283D
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
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?........
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.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........
Part V
Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.
(a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back
1a Beginning of year balance .... 709,065,492 754,478,458 701,799,016 610,622,667 819,799,066
b Contributions ........ 9,617,265 7,660,416 7,920,414 8,078,011 11,384,748
c Net investment earnings, gains, and losses 93,769,473 7,155,049 103,652,831 138,826,515 -153,241,278
d Grants or scholarships .....          
e Other expenditures for facilities
and programs ........ 		75,810,395 58,215,640 57,629,776 54,982,664 65,814,986
f Administrative expenses .... 1,838,504 2,012,791 1,264,027 745,513 1,204,883
g End of year balance ...... 734,803,331 709,065,492 754,478,458 701,799,016 610,622,667
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet55.000 %
b
Permanent endowment SchDMd Bullet34.000 %
c
Temporarily restricted endowment SchDMd Bullet11.000 %
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
No
(ii) related organizations ........................
3a(ii)
 
No
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
No
4
Describe in Part XIII 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 (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................   50,944,523 50,944,523
b Buildings ................   481,248,575 211,855,793 269,392,782
c Leasehold improvements ............        
d Equipment ................   96,564,430 83,271,754 13,292,676
e Other .................   82,028,921   82,028,921
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 415,658,902
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 3
Part VII
Investments—Other 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.)Small Bullet 681,606,426
Part VIII
Investments—Program 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.)Small Bullet  
Part IX
Other Assets. See Form 990, Part X, line 15.
(a) Description (b) Book value
(1) Various Unitrusts 5,564,908
(2) Pooled Income Funds 1,766,136
(3) Other 5,881,926
(4) Investment in Subsidiary 97,131,207
(5) Interfund Receivable 184,696,423
(6) Gift Annuities 15,593,587
(7) Deferred Loan Cost 454,197
(8) Deferred Bond Cost 364,479
(9) Cash Surrender Value-Life Insurance 572,888
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet 312,025,751
Part X
Other Liabilities. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes  
Split Interest Agreements 12,599,204
Pension 4,821,906
Other Liabilities 7,832,410
Deferred Income 5,854,352
Accrued Long-Term Disability/Retirement 17,749,742




Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 48,857,614
2. Fin 48 (ASC 740) Footnote. In Part XIII, 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 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1 Total revenue, gains, and other support per audited financial statements ....... 1  
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains on investments .......... 2a  
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ............ 2d  
e Add lines 2a through 2d ..................... 2e  
3 Subtract line 2e from line 1..................... 3  
4 Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b . 4a  
b Other (Describe in Part XIII.) ........... 4b  
c Add lines 4a and 4b....................... 4c  
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5  
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1 Total expenses and losses per audited financial statements ........... 1  
2 Amounts included on line 1 but not on Form 990, Part IX, line 25:
a Donated services and use of facilities .......... 2a  
b Prior year adjustments .............. 2b  
c Other losses ................ 2c  
d Other (Describe in Part XIII.) ............ 2d  
e Add lines 2a through 2d...................... 2e  
3 Subtract line 2e from line 1..................... 3  
4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b .. 4a  
b Other (Describe in Part XIII.) ............ 4b  
c Add lines 4a and 4b....................... 4c  
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5  
Part XIII
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, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.
Identifier Return Reference Explanation
Part X Part X : FIN48 Footnote There are no material tax positions that the Foundation believes will significantly change within twelve months of December 21, 2012.Parts XI and XII:The Foundation's audited financial statements are prepared on a consolidated basis, so the reconciliations in Parts XI-XII are not required. The Foundation does not include as a functional expense on Form 990 pension-related costs under ASC 740 (formerly FAS 158) or changes in the value of split interest agreements, consistent with the treatment of these items on the Foundation's audited financial statements.
Part V, Line 4 Part V, Line 4: Intended uses of the endowment fund. The Foundation's endowment consists of 158 individual funds established for a variety of purposes. The endowment includes both donor-restricted endowment funds and funds designated by the Board of Trustees to function as endowments. In accordance with the Foundation's Investment Policy, the Foundation appropriates for distribution each year six percent of its endowment fund's average fair market value over the prior 12 quarters. The annual withdrawal applies to permanent (donor-restricted) and quasi-endowment (management-designated) funds. Withdrawals from the unrestricted portion of the endowment fund may be made with the approval of the Foundation's Board of Trustees. Withdrawals from permanent (donor-restricted) endowment funds comply with the terms of the relevant gift agreement.
Part III, Line 4 Part III, Line 4: Description of organization's collections and how it furthers its purpose. The Colonial Williamsburg collection includes some 60,000 examples of fine, decorative, and mechanical art from the 17th, 18th, and early 19th centuries. Many of these objects are used to accurately furnish more than thirty historic structures maintained by the foundation and opened to the public for educational purposes. The balance appear in rotating exhibitions at the foundation's Abby Aldrich Rockefeller Folk Art Museum and DeWitt Wallace Decorative Arts Museum. The institution also maintains a collection of some 5,000 architectural artifacts. Most are associated with the nearly ninety 18th- and early 19th-century structures that survive in Williamsburg's Historic Area. These materials, periodically exhibited to the public, inform our restoration and preservation decisions. Finally, Colonial Williamsburg holds approximately six million archaeological artifacts, most excavated in or near the Historic Area. These materials are widely studied by scholars in the United States and abroad. The artifacts are periodically featured in exhibitions.
Schedule D (Form 990) 2012

Additional Data


Software ID: 12000229
Software Version: 2012v2.0




SCHEDULE G (Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Supplemental Information Regarding
Fundraising or Gaming Activities
Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part. right arrowAttach to Form 990 or Form 990-EZ. right arrowSee separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number

54-0505888
Part I
Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.
1
Indicate whether the organization raised funds through any of the following activities. Check all that apply.
a e
b f
c g
d
2a
Did the organization have a written or oral agreement with any individual (including officers, directors, trustees
or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?
b
If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.
(i) Name and address of individual
or entity (fundraiser) 		(ii) Activity (iii) Did fundraiser have custody or control of contributions? (iv) Gross receipts
from activity 		(v) Amount paid to
(or retained by)
fundraiser listed in
col. (i) 		(vi) Amount paid to
(or retained by)
organization
Yes No
      No      
F Roger Thaler
6409 Conservanc
 
Williamsbu, VA23185 		In person   No   50,000  
 
Donor Services
6715 Sunset Blv
 
Los Angele, CA90028 		Telemarketing   No 226,662 116,370 110,292
 
Newport Creativ
33 Railroad Ave
 
Duxbury, MA02332 		Direct mail   No 130,845 460,665  
 
Warfield & Wals
701 Prince St
 
Alexandria, VA22314 		Direct mail   No 2,629,226 1,408,909 1,220,317
             
             
             
             
             
Total .................right arrow 2,986,733 2,035,944 1,330,609
3
List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.
WI, WV, WA, VA, UT, TN, SC, RI, PA, OR, OK, OH, ND, NC, NY, NM, NJ, NH, MS, MN, MI, MA, MD, ME, LA, KY, KS, IL, HI, GA, FL, DC, CT, CO, CA, AR, AZ, AK, AL
For Paperwork Reduction Act Notice, see the Instructions for Form 990or 990-EZ.
Cat. No. 50083H
Schedule G (Form 990 or 990-EZ) 2012
Schedule G (Form 990 or 990-EZ) 2012
Page 2
Part II
Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.
(a) Event #1

 
(event type) 		(b) Event #2

 
(event type) 		(c) Other events

 
(total number) 		(d) Total events
(add col. (a) through col. (c))
VerticalRevenue 1 Gross receipts . . .        
2 Less: Contributions . .        
3 Gross income (line 1
minus line 2) . . . 		       
VerticalDirectExpenses 4 Cash prizes . . .        
5 Noncash prizes . .        
6 Rent/facility costs . .        
7 Food and beverages .        
8 Entertainment . . .        
9 Other direct expenses .        
10 Direct expense summary. Add lines 4 through 9 in column (d) ........... right arrow  
11 Net income summary. Combine line 3, column (d), and line 10. .......... right arrow  
Part III
Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.
VerticalRevenue (a) Bingo (b) Pull tabs/Instant
bingo/progressive bingo 		(c) Other gaming (d) Total gaming (add col.(a) through col.(c))
1 Gross revenue . . . .        
VerticalDirectExpenses 2 Cash prizes . . . .        
3 Non-cash prizes . . .        
4 Rent/facility costs . . .        
5 Other direct expenses . .        
6 Volunteer labor . . .
 
 
 
7 Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow  
8 Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow  
9
Enter the state(s) in which the organization operates gaming activities:
a
Is the organization licensed to operate gaming activities in each of these states? ............
b
If "No," explain:
 
10a
Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....
b
If "Yes," explain:
 
Schedule G (Form 990 or 990-EZ) 2012
Schedule G (Form 990 or 990-EZ) 2012
Page 3
11
Does the organization operate gaming activities with nonmembers? .................
12
Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity
formed to administer charitable gaming? ..........................
13
Indicate the percentage of gaming activity operated in:
a
The organization's facility ......................
13a
 
b
An outside facility ........................
13b
 
14
Enter the name and address of the person who prepares the organization's gaming/special events books and records:
Name right arrow
Address right arrow
15a
Does the organization have a contract with a third party from whom the organization receives gaming
revenue? ......................................
b
If "Yes," enter the amount of gaming revenue received by the organization right arrow $   and the
amount of gaming revenue retained by the third party right arrow $   .
c
If "Yes," enter name and address of the third party:
Name right arrow
Address right arrow
 
 
16
Gaming manager information:
Name right arrow
Gaming manager compensation right arrow $  
Description of services provided right arrow
 
17
Mandatory distributions:
a
Is the organization required under state law to make charitable distributions from the gaming proceeds to
retain the state gaming license? ............................
b
Enter the amount of distributions required under state law distributed to other exempt organizations or spent
in the organization's own exempt activities during the tax year right arrow$  
Part IV
Supplemental Information. Complete this part to provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).
Identifier Return Reference Explanation
Schedule G (Form 990 or 990-EZ) 2012
Additional Data


Software ID: 12000229
Software Version: 2012v2.0
Schedule I
(Form 990)
Department of the Treasury
Internal Revenue Service
Grants and Other Assistance to Organizations,
Governments and Individuals in the United States
Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet Attach to Form 990
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number
54-0505888
Part I
General Information on Grants and Assistance
1
Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................
2
Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.
Part II
Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.
(a) Name and address of organization
or government		 (b) EIN (c) IRC Code section
if applicable		 (d) Amount of cash grant (e) Amount of non-cash
assistance		 (f) Method of valuation
(book, FMV, appraisal,
other)		 (g) Description of
non-cash assistance		 (h) Purpose of grant
or assistance
(1) Preservation Virginia
204 West Franklin Street
Richmond,VA23220 		54-0568800 501(c)(3) 1,069,222 0     Support Historic Jamestowne






















2
Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image
1
3
Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image
0
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50055P
Schedule I (Form 990) 2012

Schedule I (Form 990) 2012
Page 2
Part III
Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.
(a)Type of grant or assistance (b)Number of
recipients		 (c)Amount of
cash grant		 (d)Amount of
non-cash assistance		 (e)Method of valuation (book,
FMV, appraisal, other)		 (f)Description of non-cash assistance












Part IV
Supplemental Information.
Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.
Identifier Return Reference Explanation
Grantmaker's Description of How Grants are Used   Preservation Virginia provides monthly and quarterly interim financial reports, as well as year end audited financial statements to the Foundation. These reports are reveiwed by the Controller and the Vice President for Research and Historical Interpretation.
Schedule I (Form 990) 2012


Additional Data


Software ID: 12000229
Software Version: 2012v2.0


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
2012
Open to Public Inspection
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number

54-0505888
Part I
Questions Regarding Compensation
Yes
No
1a
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.
b
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 of the expenses described above? If "No," complete Part III to explain....
1b
Yes
 
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......
2
Yes
 
3
Indicate which, if any, of the following the filing organization used 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.
4
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:
a
Receive a severance payment or change-of-control payment? ................
4a
Yes
 
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.
5
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization? ...........................
5a
 
No
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............
7
 
No
8
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 .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
No
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2012

Schedule J (Form 990) 2012
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 (E) amounts for that individual.
(A) Name and Title (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
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1)William E WhiteVice President (i)
(ii)		 169,299
  		 
  		20,801
  		57,229
  		7,975
  		255,304
  		 
 
(2)Ronald L HurstVice President (i)
(ii)		 209,847
  		 
  		20,518
  		50,210
  		17,986
  		298,561
  		 
 
(3)Robert B TaylorSenior VP (i)
(ii)		 395,233
  		 
  		1,969
  		43,520
  		13,050
  		453,772
  		 
 
(4)Michael D RiersonSenior VP (i)
(ii)		 370,474
  		 
  		 
  		26,241
  		56,462
  		453,177
  		 
 
(5)Laura J LodaVice President (i)
(ii)		 223,809
  		 
  		21,761
  		20,138
  		17,875
  		283,583
  		 
 
(6)Katherine WhiteheadVice President (i)
(ii)		  
  		 
  		152,402
  		 
  		 
  		152,402
  		 
 
(7)John S BaconSenior VP (i)
(ii)		 296,826
  		 
  		43,808
  		28,113
  		22,085
  		390,832
  		 
 
(8)Jeffrey A DuncanController (i)
(ii)		 154,930
  		 
  		 
  		17,192
  		14,918
  		187,040
  		 
 
(9)James P HornVice President (i)
(ii)		 219,718
  		 
  		17,311
  		33,165
  		14,873
  		285,067
  		 
 
(10)James L EastonVice President (i)
(ii)		 165,404
  		 
  		 
  		 
  		15,298
  		180,702
  		 
 
(11)Gail M WaddellGeneral Counsel (i)
(ii)		 213,747
  		 
  		22,500
  		25,666
  		23,363
  		285,276
  		 
 
(12)Douglas K MartyDirector (i)
(ii)		 148,185
  		1,000
  		12,548
  		12,155
  		20,564
  		194,452
  		 
 
(13)Denise KelloggDirector (i)
(ii)		 137,576
  		 
  		14,850
  		6,524
  		925
  		159,875
  		 
 
(14)Danny McDanielDirector (i)
(ii)		 124,262
  		 
  		16,196
  		62,584
  		11,030
  		214,072
  		 
 
(15)Cynthia WilliamsonDirector (i)
(ii)		 130,748
  		1,500
  		16,271
  		18,979
  		14,908
  		182,406
  		 
 
(16)Colin G CampbellPresident & CEO (i)
(ii)		 581,718
  		 
  		23,908
  		6,797
  		94,289
  		706,712
  		 
 
Schedule J (Form 990) 2012

Schedule J (Form 990) 2012
Page 3
Part III
Supplemental Information
Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.
Identifier Return Reference Explanation
Sch J, Part I, Line 1a Part I, Line 1a: Relevant information in regards to selections on 1a. Travel for companions - The Foundation paid travel costs for Mr. Campbell's wife to visit donors and participte in activities in New York and Massachussets. She also hosted two Cultural Expeditions trips.Travel costs for spouses of members of the Board of Trustees are paid for attendance at Board meetings in Williamsburg.In 2012, the Foundation required the President and Senior Vice President of Development to live in houses in the Historic Area to better facilitate the performance of their duties, and the houses were provided free. Value of the housing is included on Schedule J as a nontaxable benefit.Golf and fitness club memberships at Colonial Williamsburg facilities are provided without charge to certain officers and employees to better facilitate the performance of their duties. The value of the membership is included on Schedule J as a nontaxable benefit.
Schedule J (Form 990) 2012

Additional Data


Software ID: 12000229
Software Version: 2012v2.0
Schedule K
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Information on Tax Exempt Bonds
SchKMediumBullet Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet Attach to Form 990. SchKMediumBullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number
54-0505888
Part I
Bond Issues
(a) Issuer name (b) Issuer EIN (c) CUSIP # (d) Date issued (e) Issue price (f) Description of purpose (g) Defeased (h) On
behalf of
issuer 		(i) Pool
financing
Yes No Yes No Yes No
A Economic Development Auth
  		54-1696911   09-01-2012 5,600,000 Refunding bond for Series 1998   X   X    
B Economic Development Authority of the City of Williamsburg
  		54-1696911   06-20-2006 9,600,000 Acquire, construct, improve   X   X    
Part II
Proceeds
A B C D
1 Amount of bonds retired . . . . . . . . . . . . . .        
2 Amount of bonds legally defeased . . . . . . . . . . .        
3 Total proceeds of issue . . . . . . . . . . . . . . 5,600,000 9,600,000    
4 Gross proceeds in reserve funds . . . . . . . . . . . .        
5 Capitalized interest from proceeds . . . . . . . . . . .        
6 Proceeds in refunding escrows . . . . . . . . . . . .        
7 Issuance costs from proceeds . . . . . . . . . . . . 60,117 60,117    
8 Credit enhancement from proceeds . . . . . . . . . . .        
9 Working capital expenditures from proceeds . . . . . . . . .        
10 Capital expenditures from proceeds . . . . . . . . . . . 9,356,573 9,356,573    
11 Other spent proceeds . . . . . . . . . . . . . .        
12 Other unspent proceeds . . . . . . . . . . . . . . 186,310 186,310    
13 Year of substantial completion . . . . . . . . . . . . 1991 2007
Yes No Yes No Yes No Yes No
14 Were the bonds issued as part of a current refunding issue? . . . . . X     X        
15 Were the bonds issued as part of an advance refunding issue? . . . . .   X   X        
16 Has the final allocation of proceeds been made? . . . . . . . . X   X          
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . . X   X          
Part III
Private Business Use
A B C D
Yes No Yes No Yes No Yes No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .   X   X        
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .   X   X        
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50193E
Schedule K (Form 990) 2012
Schedule K (Form 990) 2012
Page 2
Part III
Private Business Use (Continued)
A B C D
Yes No Yes No Yes No Yes No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .   X   X        
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .                
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .   X   X        
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .                
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . . SchKMediumBullet   %   %   %   %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . . SchKMediumBullet   %   %   %   %
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .   %   %   %   %
7 Does the bond issue meet the private security or payment test? . . . . .                
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .                
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.   %   %   %   %
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .                
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under
Regulations sections 1.141-12 and 1.145-2?
X   X          
Part IV
Arbitrage
A B C D
Yes No Yes No Yes No Yes No
1 Has the issuer filed Form 8038-T? . . . . .   X   X        
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .                
b Exception to rebate? . . . . . . . . X   X          
c No rebate due? . . . . . . . . . .
               
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .                
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?   X   X        
b Name of provider . . . . . . . . .  
  		 
  		 
  		 
 
c Term of hedge . . . . . . . . . .        
d Was the hedge superintegrated? . . . . . .                
e Was a hedge terminated? . . . . . . .                
Schedule K (Form 990) 2012
Schedule K (Form 990) 2012
Page 3
Part IV
Arbitrage (Continued)
A B C D
Yes No Yes No Yes No Yes No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .   X   X        
b Name of provider . . . . . . . . .  
  		 
  		 
  		 
 
c Term of GIC . . . . . . . . . .        
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .                
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .   X   X        
7 Has the organization established written procedures to monitor the requirements of section 148? . . .   X   X        
Part V
Procedures To Undertake Corrective Action
A B C D
Yes No Yes No Yes No Yes No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations? X   X          
Part VI
Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).
Identifier Return Reference Explanation
Supplemental Information Part VI Part IV, 2(b): Tax-exempt bond issue A is a bank-qualified, tax-exempt bond held by Bank of America. There was no investment of proceeds and no possibility of rebate.Part IV, 2(b): Tax-exempt bond issue B was a refunding. There was no investment of proceeds and no possibility of rebate.
Schedule K (Form 990) 2012

Additional Data


Software ID: 12000229
Software Version: 2012v2.0

Schedule L
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Transactions with Interested Persons
MediumBullet 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, line 38a or 40b.
MediumBullet Attach to Form 990 or Form 990-EZ. MediumBullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number

54-0505888
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) Relationship between disqualified person and organization (c) Description of transaction (d) Corrected?
Yes No





2
Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image$
 
3
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-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22
(a) Name of interested person (b) Relationship with organization (c) Purpose of loan (d) Loan to or from the organization? (e)Original principal amount (f)Balance due (g) In default? (h) Approved by board or committee? (i)Written agreement?
To From Yes No Yes No Yes No
Total ......Small Bullet $  
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 assistance (d) Type of assistance (e) Purpose of assistance
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 50056A
Schedule L (Form 990 or 990-EZ) 2012
Schedule L (Form 990 or 990-EZ) 2012
Page 2
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 (b) Relationship between interested person and the organization (c) Amount of transaction (d) Description of transaction (e) Sharing of organization's revenues?
Yes No
(1) Colonial Williamsburg Company Shares ofc/tru 33,653,810 Mgmt fee, lease, interest   No
(2) Wells Fargo Shares trustee 2,157,206 Interest, insurance   No
(3) Dominion Resources Shares trustee 1,853,733 Sale of utilities   No
(4) AGL Resources Shares trustee 631,755 Sale of utilities   No
(5) Resort Hotel Association Shares ofcr/dir 494,388 Sale of insurance   No
(6) Hunton Williams Shares trustee 483,660 Legal services   No
(7) Charles White Family of ofcr 40,309 Employment   No
Part V
Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule L (see instructions).
Identifier Return Reference Explanation
Schedule L (Form 990 or 990-EZ) 2012

Additional Data


Software ID: 12000229
Software Version: 2012v2.0




SCHEDULE M
(Form 990)

Department of the Treasury
Internal Revenue Service
Noncash Contributions
Right pointing arrow large imageComplete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image Attach to Form 990.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number

54-0505888
Part I
Types of Property
(a)
Check if applicable 		(b)
Number of contributions or items contributed 		(c)
Noncash contribution amounts reported on
Form 990, Part VIII, line 1g 		(d)
Method of determining
noncash contribution amounts
1 Art—Works of art .... X 66 148,640 Market
2 Art—Historical treasures .        
3 Art—Fractional interests ..        
4 Books and publications .. X 1,040 Market
5 Clothing and household
goods ....... 		     
6 Cars and other vehicles .. X 1 5,000 Market
7 Boats and planes ....        
8 Intellectual property ...        
9 Securities—Publicly traded . X 96 7,845,332 Market
10 Securities—Closely held stock .        
11 Securities—Partnership, LLC,
or trust interests .... 		       
12 Securities—Miscellaneous ..        
13 Qualified conservation
contribution—Historic
structures ..... 		       
14 Qualified conservation
contribution—Other ... 		       
15 Real estate—Residential .        
16 Real estate—Commercial ..        
17 Real estate—Other ...        
18 Collectibles .....        
19 Food inventory ...        
20 Drugs and medical supplies .        
21 Taxidermy ......        
22 Historical artifacts ....        
23 Scientific specimens ..        
24 Archeological artifacts ...        
25 Other Right pointing arrow large image ( )
26 Other Right pointing arrow large image( )
27 Other Right pointing arrow large image( )
28 Other Right pointing arrow large image ( )
29
Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...
29
 
Yes
No
30a
During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it
must hold for at least three years from the date of the initial contribution, and which is not required to be used
for exempt purposes for the entire holding period? ..................
30a
 
No
b
If "Yes," describe the arrangement in Part II.
31
Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?
31
Yes
 
32a
Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash
contributions? ..........................
32a
 
No
b
If "Yes," describe in Part II.
33
If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,
describe in Part II.
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 51227J
Schedule M (Form 990) (2012)
Schedule M (Form 990) (2012)
Page 2
Part II
Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.
Identifier Return Reference Explanation
Schedule M (Form 990) (2012)
Additional Data


Software ID: 12000229
Software Version: 2012v2.0
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
2012
Open to Public
Inspection
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number

54-0505888
Identifier Return Reference Explanation
Form 990, Part XI, Line 9 Other Changes In Net Assets Or Fund Balances - Other Decreases Eliminate ASC 740 Adjustment = -$3762047
Form 990, Part XI, Line 9 Other Changes In Net Assets Or Fund Balances - Other Increases Change in value of Split Interest Agreements = $1918211
Form 990, Part VI, Line 19 Form 990, Part VI, Line 19: Other Organization Documents Publicly Available In compliance with federal and state disclosure requirements.
Form 990, Part VI, Line 15b Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees Compensation of the CEO and other officers of the organization is determined by the Human Resources Committee of the Board of Trustees. In its review and approval process for 2012, the members of the Human Resources Committee considered the report of an independent compensation consulting firm that was retained to compare the compensation of the CEO and other officers with that of incumbents in similar positions at comparable organizations. The compensation consulting firm produced a detailed report based on its review of data from compensation surveys, including one specific to not-for-profit organizations that includes data from organizations similar to Colonial Williamsburg in mission and size. The review and approval process of the Human Resources Committee is documented in the minutes of the Committee's meeting.
Form 990, Part VI, Line 12c Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts Trustees receive and sign a conflict of interest disclosure form annually. Any conflicts that might arise during a member's Board tenure are disclosed to and addressed by the Board. Additionally, any trustee with a conflict in connection with any matter before the Board is required to disclose the conflict and is not permitted to take part in any vote with respect to the matter. Members of management receive a copy of the Foundation's conflict of interest policy and sign a disclosure form annually. The Foundation's General Counsel reviews management's annual conflict of interest disclosure forms to assure that compensating controls are put in place to mitigate or eliminate any identified conflict.
Form 990, Part VI, Line 11b Form 990, Part VI, Line 11b: Form 990 Review Process Form 990 is prepared by the Foundation's finance staff with assistance from other members of management as needed to ensure completeness and accuracy. The entire form and all schedules are reviewed during preparation and after completion by the Controller, followed by higher-level reviews by the Senior Vice President for Finance and Administration and the President. Prior to filing with the IRS, a copy of the Foundation's final Form 990 (including required schedules) is provided in paper or electronic form to each member of the Board of Trustees.
Form 990, Part III, Line 4d Form 990, Part III, Line 4d: Other Program Services Description OTHER PROGRAM SERVICES 4: Collections, Conservation and Museums-Colonial Williamsburg's wide-ranging collections, acquired over the past 78 years, provide the art, objects and artifacts necessary to accurately recreate the environment of 18th-century Williamsburg. See Federal Supplemental Information for further detail. OTHER PROGRAM SERVICES 5: Educational Outreach-Colonial Williamsburg's Productions, Publications, and Learning Ventures division presents the stories of "Becoming Americans" through Electronic Field Trips-interactive history lessons televised to classrooms nationally and internationally. These programs are transmitted to schools live, through satellite feeds with public television stations, cable operators, and directly to schools with satellite facilities and broadband Internet services including video streaming. The television programs offer early American historical dramas with opportunities for school children to speak directly with historical interpreters at Colonial Williamsburg. See Federal Supplemental Information for further details.
    Client Note 1 - Statement of Program Service AccomplishmentsForm 990, Part IIIMISSIONThe Colonial Williamsburg Foundation is a nonprofit, tax-exempt educational organization established in 1928 to preserve and restore 18th-century Williamsburg, Virginia, which served as the colonial and Revolutionary capital of Virginia from 1699 to 1780. Responsibility for the Foundation rests with a Board of Trustees. The Foundation is organized and operated exclusively for charitable and educational purposes. Within that limitation, its principal purposes are to preserve, restore, reconstruct, or otherwise maintain historical structures, objects, works of art and locations and to promote, encourage, and carry on any historical, interpretive, research, or educational activities related thereto. The Foundation strives to help the future learn from the past by preserving and restoring 18th-century Williamsburg and engaging, informing, and inspiring people as they learn about this historic colonial capital, the events that occurred here, and the diverse peoples who helped shape our nation. During 2012, over 653,000 ticketed guests were able to take part in its educational programs.The Foundations activities include historical research, preservation of artifacts and buildings, interpretation of exhibition buildings and historic trades, re-creation of historic events, publication of scholarly and popular works, production of educational DVDs and compact disc recordings, educational outreach--including teacher training, distance-learning programs, curriculum development, and Web sites- and conservation and exhibition of art and antiques.Support for Colonial Williamsburgs operations comes from such sources as admission fees, contributions, sales of trade products and licensed reproductions, taverns and restaurants, publications, DVDs and compact discs, property rentals, and hospitality and convention services. In accordance with board of trustees policies, support is provided annually from the Foundations endowment for educational and museum programs, as well as Historic Area preservation and restoration. In 2012, more than 109,000 donors made gifts and grants to the Foundation. RESEARCH AND HISTORICAL INTEPRETATIONThe Historic Area is a 301-acre outdoor history museum with over 600 original and reconstructed houses, outbuildings, shops, taverns, and public buildings. In or next to the Historic Area stand 88 original structures including the Presidents House, the Brafferton, and the Wren Building at the College of William and Mary, the Courthouse on Market Square, Bruton Parish Church, the Magazine, and Wetherburns Tavern. The George Wythe House, the Peyton Randolph House, the Thomas Everard House, the James Geddy House, and the St. George Tucker House are other surviving 18th-century structures. Fifty major buildings and over 450 smaller structures have been rebuilt on their original sites. The Governors Palace, the Capitol, and the Public Hospital are examples. The reconstructed Raleigh Tavern, which opened in September 1932, was the first fruit of the archaeological, architectural, and historical research that informed their duplication. In 2009, the Foundation opened Charltons Coffeehouse, a 1760s establishment that catered to Williamsburgs elite, that was rebuilt on its original foundations. This year, we open the James Anderson Blacksmith and Public Armoury site of 1776-1780, which includes a large blacksmith shop, forge, tinshop, kitchen, workshop, privy, and several storage buildings. Ninety acres of gardens and greens fashioned to 18th-century forms showcase the buildings. In addition, the Historic Area is surrounded by 2,800 acres of greenbelt owned or used by the Foundation.Several years ago the Foundation launched initiatives to encourage more interaction between guests and interpreters portraying people who took part in the founding of our societynot only political leaders such as Thomas Jefferson, George Washington, and Patrick Henry but also ordinary men and women, free and enslaved, of Williamsburg. Revolutionary City, our daily dramatic portrayal of the Revolution and war, has been expanded to include programs on the streets and in the sites throughout the day. Actor interpreters portray a variety of residents of Williamsburg immediately prior to and during the American Revolution, including the gentry, politicians, military personnel, merchants, housewives, enslaved African Americans, and Indian peoples. Specialized tours are also available. Historical interpreters offer tours through the houses, taverns, and public buildings, such as the Governors Palace, Capitol, Powder Magazine, and other prominent sites. Over the past four years we have also developed a highly successful interactive game for families, RevQuest: Save the Revolution, which has proven very popular with our younger guests.In over twenty Historic Area trade sites, artisans practice trades with the tools and methods of the period. All are highly skilled, several in nearly extinct trades. They include makers of shoes, baskets, furniture, wigs, cloth, harnesses, musical instruments and smiths of silver, tin, and iron. There are printers, bookbinders, tailors, joiners, cabinet makers, carpenters, coopers, masons, milliners, shoemakers, wigmakers, tinsmiths, blacksmiths, silversmiths, weavers, rural trades, and wheelwrights. Work continues on the History and Citizenship curriculum that informs most aspects of programming and outreach now and in the future. The aim is to encourage guests to reflect on and participate in the public life of his or her community to safeguard the health of our democratic society and representative institutions. History and Citizenship is our fundamental orientation, and it embraces introductory tours, interpretive programming, our Web sites, and public outreach. In order to serve historical accuracy the Foundation supports a specialist research library that is open to the public. The John D. Rockefeller, Jr. Library houses over 75,000 circulating books, 50,000 manuscripts, 12,000 rare books, 5,000 reels of microfilm, 60,000 architectural drawings, and 400,000 photographs and slides. In addition, research departments are devoted to training and history, architecture and archaeology, and the application of new technologies to web based services. Drawing from a collection of over 67,000 objects, Colonial Williamsburg furnishes, maintains, and interprets over 225 18th-century period rooms and craft shops. The Historic Area remains a residential community. Employees have the opportunity to rent houses and live in the Historic Area. The employees duties, representational role in the Foundation, and familiarity with sound conservation practices are some of the factors used in the assignment of a Historic Area Residence. During special events, employees may allow their homes to be open to the general public for tours. All Historic Area Residences are decorated for the Foundations annual Grand Illumination celebration. In 2012, employees rented fifty-seven homes.TAVERNS AND COLONIAL HOUSESColonial Williamsburgs taverns and colonial houses operate in the Historic Area providing visitors with an interactive experience unique to the 18th-century. Ideal for guests who wish to fully immerse themselves in the 18th-century, Colonial Williamsburg offers authentic period accommodations in the Historic Area where our founding families once lodged. The Colonial Houses offer accommodations in colonial style at 28 guest houses, some as small as one room within a tavern and others as large as 16 rooms. Furnished with authentic period reproductions and antiques, each Colonial House has a unique history and appeal of its own, offering a rare way to experience the restored 18th-century capital of Virginia. Servers in the taverns are in period dress and interpret the 18th-century dining experience.PRODUCTSColonial Williamsburg develops a wide range of products based on items used in the 18th-century. Most products are either reproductions or an interpretation of household items, including furniture, china, jewelry, and food. Many items from Colonial Williamsburgs collection are reproduced or interpreted for the use and education of those who purchase them. Products are marketed through licensed manufacturers around the country and through retail shops, direct marketing, and wholesale operations in Williamsburg. The Foundation operates 21 shops in and surrounding the Historic Area.The shops support the Foundations educational story line, Buying Respectability, which describes 18th-century consumer revolution, the far-reaching transformation in peoples standards and styles of living that revolutionized trade, commerce, technology, and, ultimately, the way people lived at every level of society. Seeking respectability, many people craved fashionable wardrobes, a formal house, the latest table wares, and a variety of social refinements. Widespread possession of fashionable
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2012

Additional Data


Software ID: 12000229
Software Version: 2012v2.0
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBulletAttach to Form 990. MediumBullet See separate instructions.

OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
Colonial Williamsburg Foundation
 
Employer identification number

54-0505888
Part I
Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)
(a)
Name, address, and EIN (if applicable) of disregarded entity


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Total income


 		(e)
End-of-year assets


 		(f)
Direct controlling
entity
(1) Charltons Coffeehouse LLC
134 N Henry Street
Williamsburg,VA23185
 Property acquisition VA     CWF
 










Part II
Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to 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 entity?
Yes No












For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 2
Part III
Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to 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



 		(e)
Predominant income(related, unrelated, excluded from tax under sections 512-514)

(f)
Share of total income




 		(g)
Share of end-of-year
assets



 		(h)
Disproprtionate allocations?




 		(i)
Code V—UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



 		(k)
Percentage
ownership
Yes No Yes No
(1) CWC SCP LLC

134 N Henry Street
Williamsburg,VA23185
20-3638473 		Rental real VA CWC
  		Unrelated -2,162 484   No   Yes   97.000 %
(2) CWC MT LLC

134 N Henry Street
Williamsburg,VA23185
20-3575053 		Rental real VA CWC
  		Unrelated -19 -207   No   Yes   0.010 %










Part IV
Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)
(a)
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
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) Kathryn Mae Renner CRT

c/o MorganStanley 1225 Prospect St
La Jolla,CA92037
51-6595638 		Investments CA NA
  		Trust   250,574 28.250 %   No
(2) Royce & Katherine Baker CRUT

c/o MorganStanley 1225 Prospect St
La Jolla,CA92037
95-7029590 		Investments CA NA
  		Trust   1,824,698 94.800 %   No
(3) James and Carolyn Millar CRUT

c/o UBS 3455 Peachtree Rd NE
Atlanta,GA30326
13-2638166 		Investments GA NA
  		Trust   505,943 67.030 %   No
(4) Nancy B Spillane CRUT

c/o RBC Trust Co PO Box 15627
Wilmington,DE19580
51-6505176 		Investments DE NA
  		Trust   6,101 8.300 %   No
(5) Coon Charitable Remainder Trust

c/o JP Morgan Chase 21 South Stree
Chicago,IL60670
36-7145518 		Investments IL NA
  		Trust   1,479,266 81.820 %   No
(6) Williamsburg Developments Inc

PO Box 1776
Williamsburg,VA23185
54-1598949 		Land development VA CWC
  		C corp -92,774 897,549 100.000 % Yes  
(7) Colonial Williamsburg Child Development

PO Box 1776
Williamsburg,VA23185
54-1549805 		Rental VA CWF
  		C corp     100.000 % Yes  
(8) Colonial Williamsburg Company

PO Box 1776
Williamsburg,VA23185
54-1254106 		Hotel/Rest VA CWF
  		C corp -21,107,977 6,487,253 100.000 % Yes  
Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 3
Part V
Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)
Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.
Yes
No
1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?
a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .
1a
Yes
 
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
 
No
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
 
No
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
Yes
 
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
 
No
f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
 
No
g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
No
h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
No
i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1k
Yes
 
l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
Yes
 
m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1m
Yes
 
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1n
 
No
o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
 
No
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
 
No
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
 
No
r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
 
No
s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1s
 
No
2
If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.
(a)
Name of other organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved
(1) Williamsburg Developments Inc

 k 49,285 FMV
(2) Williamsburg Developments Inc

 d 8,181 FMV
(3) Williamsburg Developments Inc

 a 17,368 FMV
(4) Colonial Williamsburg Child Development

 k 8,942 FMV
(5) Colonial Williamsburg Child Development

 d 30,992 FMV
(6) Colonial Williamsburg Child Development

 a 22,050 FMV
(7) Colonial Williamsburg Company

 m 798,443 FMV
(8) Colonial Williamsburg Company

 l 16,513,142 FMV
(9) Colonial Williamsburg Company

 k 5,432,754 FMV
(10) Colonial Williamsburg Company

 d 37,001,856 FMV
(11) Colonial Williamsburg Company

 a 10,909,471 FMV
(12) CWC MT LLC

 a 2,281,440 FMV
Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 4
Part VI
Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)
Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or 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) 		(d)
Predominant income (related, unrelated, excluded from tax under section 512-514)

(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 V—UBI
amount in box 20
of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
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: 12000229
Software Version: 2012v2.0