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 06-01-2012 , 2012, and ending 05-31-2013
BCheck if applicable:
CName of organization
ROBERT W WOODRUFF ARTS CENTER INC
 
Doing Business As
 
 
Number and street (or P.O. box if mail is not delivered to street address)
1280 PEACHTREE ST NE
Suite
Room/suite
City or town, state or country, and ZIP + 4
ATLANTA, GA30309
D Employer identification number

58-0633971
E Telephone number

G Gross receipts $ 306,510,859
F Name and address of principal officer:
VIRGINIA a HEPNER
1280 PEACHTREE ST
ATLANTA,GA30309
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
WWW.WOODRUFFCENTER.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: 1965
M State of legal domicile: GA
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: CHARITABLE ARTS ORGANIZATION TO INSPIRE, CREATE, SUPPORT AND CELEBRATE RENOWNED ARTS AND EDUCATION FOR DIVERSE AUDIENCES THROUGH OUR UNIQUE MODEL OF DIVISIONS AND COLLABORATIONS.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 86
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 81
5 Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...... 5 1,133
6 Total number of volunteers (estimate if necessary) ............. 6 1,856
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 2,065,279
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b -680,169
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 54,782,820 43,243,564
9 Program service revenue (Part VIII, line 2g) ......... 37,345,775 32,213,631
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 5,346,227 33,932,538
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 4,877,050 3,784,350
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 102,351,872 113,174,083
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 0 0
14 Benefits paid to or for members (Part IX, column (A), line 4)..... 0 0
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 42,944,079 44,082,632
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 1,341,745 1,439,934
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet6,621,765    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 75,988,805 66,160,528
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 120,274,629 111,683,094
19 Revenue less expenses. Subtract line 18 from line 12....... -17,922,757 1,490,989
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 659,896,132 686,631,296
21 Total liabilities (Part X, line 26)............. 245,352,126 249,553,431
22 Net assets or fund balances. Subtract line 21 from line 20..... 414,544,006 437,077,865
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: Charitable Arts Organization To Inspire, create, support, and celebrate renowned arts and education for diverse audiences through our unique model of divisions and collaborations, in an institutionally sustainable manner.
2
Did the organization undertake any significant program services during the year which were not listed 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 $ 51,506,092 including grants of $   ) (Revenue $ 22,469,024 )
ATLANTA SYMPHONY ORCHESTRA: The Atlanta Symphony Orchestra consistently affirms its position as one of America's leading Orchestras by performing great music, presenting great artists, educating, and engaging the community. The Orchestra is known for the excellence of its live performances, presentations, renowned choruses, and its impressive list of 27 Grammy Award-winning recordings. The leading cultural organization in the southeast, the Symphony serves as the cornerstone for artistic development and music education in the region. The Orchestra and audiences together explore a creative programming mix, recording and visual enhancements such as Theatre of a Concert, the Orchestra's continuing exploration of different formats, settings, and enhancements for the musical performance experience. The Atlanta School of Composers reflects Music Director Robert Spano and the Orchestra's commitment to nurturing and championing music through multi-year partnerships defining a new generation of American composers. Since the beginning of his tenure, Mr. Spano and the Orchestra have performed over 100 concerts containing contemporary works. The Orchestra performs more than 200 concerts each year for a combined audience of more than half a million in a full schedule of performances which also feature educational and community concerts. With the opening of Verizon Wireless Amphitheatre at Encore Park in 2008, the Atlanta Symphony became the first U.S. orchestra to annually perform and present in its concert hall and in two amphitheatres.
4b (Code:   ) (Expenses $ 25,950,385 including grants of $   ) (Revenue $ 3,337,006 )
High Museum of Art: The High Museum of Art is the leading museum of art in the southeastern United States. With more than 13,500 works of art in its permanent collection, the High Museum has an extensive anthology of 19th and 20th century American art and burgeoning collections of modern and contemporary art, photography, and African art. In November 2005, the High opened three new buildings designed by architect Renzo Piano which more than doubled the Museum's size, creating a vibrant "village for the arts" at the Woodruff Arts Center in midtown Atlanta.
4c (Code:   ) (Expenses $ 11,444,902 including grants of $   ) (Revenue $ 5,631,610 )
Alliance Theatre: Atlanta's nationally acclaimed Alliance Theatre, recipient of the 2007 Regional Tony Award, is the leading professional resident theatre in the Southeast, creating the powerful experience of shared theatre for diverse people on the alliance and hertz stages for youth and adult audiences. known for its high artistic standards and national role in creating significant theatrical works, the alliance launched tony award-nominated hits to broadway including, Alice walker's the color purple, sister act the musical, elton John and tim Rice's Aida, alfred uhry's the last night of ballyhoo, and come fly with me by twyla tharpe/Frank sinatra productions; three of which(the color purple, aida, and the last night of ballyhoo) were award winning. Evidence of the alliance's commitment to new work is found in its nationally recognized kendeda graduate playwriting competition; a cutting-edge program introducing student playwrights to professional networks while producing the world premiere of the winning student's work.
4d Other program services (Describe in Schedule O.)
(Expenses $ 1,444,455 including grants of $   ) (Revenue $ 775,991 )
4e Total program service expensesMediumBullet90,345,834
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
 
No
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
Yes
 
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...
21
 
No
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........
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
 
No
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
 
No
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
518
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
1,133
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
Yes
 
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
 
No
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
 
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
 
No
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
 
 
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
 
 
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
86
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
81
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
 
No
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
Yes
 
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
Yes
 
6
Did the organization have members or stockholders? ................
6
 
No
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one 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
Yes
 
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
Yes
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
GA
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
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:
MediumBulletVIRGINIA A HEPNER1280 PEACHTREE STATLANTAGA30309 (404) 733-4200
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) Mr Charles L Abney III........................................................................
Trustee
 2.0
.......................   		X                
(2) Mr Thomas J Asher........................................................................
Trustee
 2.0
.......................   		X                
(3) Mrs Juanita P Baranco........................................................................
Trustee
 1.0
.......................   		X                
(4) Mr Edward H Bastian........................................................................
Trustee
 1.0
.......................   		X                
(5) Dr Mark P Becker........................................................................
Trustee
 2.0
.......................   		X                
(6) Ms Susan R Bell........................................................................
Trustee
 2.0
.......................   		X                
(7) Mr W Stanley Blackburn........................................................................
Trustee
 2.0
.......................   		X                
(8) Mr Kenny Blank........................................................................
Trustee
 1.0
.......................   		X                
(9) Mr Paul W Bowers........................................................................
Trustee
 2.0
.......................   		X                
(10) Mr J Bradford Branch........................................................................
Trustee
 2.0
.......................   		X                
(11) Mrs Rosalind G Brewer........................................................................
Trustee
 2.0
.......................   		X                
(12) Ms Kelly R Caffarelli........................................................................
Trustee
 1.0
.......................   		X                
(13) Mrs Mary L Cahill........................................................................
Trustee
 2.0
.......................   		X                
(14) Mr Stephen M Carter........................................................................
Trustee
 1.0
.......................   		X                
(15) Mr Jeffrey S Cashdan........................................................................
Trustee
 2.0
.......................   		X                
(16) MrSteve WChaddick........................................................................
Trustee
 2.0
.......................   		X                
(17) Dr William Clarkson IV........................................................................
Trustee
 2.0
.......................   		X                
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) Mrs Shantella Cooper........................................................................
Trustee
 2.0
.......................   		X                
(19) Mr Jerry Couvaras........................................................................
Trustee
 1.0
.......................   		X                
(20) Ms Ann W Cramer........................................................................
Trustee
 2.0
.......................   		X                
(21) Mr Michael Donnelly........................................................................
Trustee
 2.0
.......................   		X                
(22) Mr Jere A Drummond........................................................................
Trustee
 2.0
.......................   		X                
(23) Mr Dean Eisner........................................................................
Trustee
 1.0
.......................   		X                
(24) Mr Joseph H Estes........................................................................
Trustee
 1.0
.......................   		X                
(25) Mr Frank Fernandez........................................................................
Trustee-At-Large Member
 3.0
.......................   		X                
(26) Mr Martin L Flanagan........................................................................
Trustee
 1.0
.......................   		X                
(27) Mr Robert E Gallagher........................................................................
Trustee
 2.0
.......................   		X                
(28) Mr Javier C Goizueta........................................................................
Trustee
 2.0
.......................   		X                
(29) Mr Jonathan Golden........................................................................
Trustee
 2.0
.......................   		X                
(30) Mr Ernest LaMont Greer........................................................................
Trustee
 2.0
.......................   		X                
(31) Mr Patrick J Gunning........................................................................
Trustee
 2.0
.......................   		X                
(32) Mr James B Hannan........................................................................
Trustee
 2.0
.......................   		X                
(33) Mr Douglas J Hertz........................................................................
Trustee-At-Large Member
 3.0
.......................   		X                
(34) Mr Philip S Jacobs........................................................................
Trustee
 2.0
.......................   		X                
(35) Mr Gregory C Kelly........................................................................
Trustee
 1.0
.......................   		X                
(36) Mr Muhtar Kent........................................................................
Trustee
 1.0
.......................   		X                
(37) MrPhilip I Kent........................................................................
Trustee
 1.0
.......................   		X                
(38) Mr William F Kimble........................................................................
Trustee
 2.0
.......................   		X                
(39) Dr Elizabeth Kiss........................................................................
Trustee
 2.0
.......................   		X                
(40) Mr Christopher W Klaus........................................................................
Trustee
 1.0
.......................   		X                
(41) Mr Kerry W Kohnen........................................................................
Trustee
 1.0
.......................   		X                
(42) Mr Kurt P Kuehn........................................................................
Trustee
 2.0
.......................   		X                
(43) Mrs Jane D Lanier........................................................................
Trustee
 1.0
.......................   		X                
(44) Mr Jonathan LeCompte........................................................................
Trustee
 2.0
.......................   		X                
(45) Mr William H Linginfelter........................................................................
Trustee
 2.0
.......................   		X                
(46) Mrs Karole F Lloyd........................................................................
Trustee
 1.0
.......................   		X                
(47) Mr Christopher C Marquardt........................................................................
Trustee
 2.0
.......................   		X                
(48) Mr Philip R Martens........................................................................
Trustee
 2.0
.......................   		X                
(49) Ms Karol V Mason........................................................................
Trustee
 1.0
.......................   		X                
(50) Mrs Carolyn C McClatchey........................................................................
Trustee
 2.0
.......................   		X                
(51) Mr Frank S McGaughey III........................................................................
Trustee
 2.0
.......................   		X                
(52) Mrs Penny McPhee........................................................................
Trustee
 2.0
.......................   		X                
(53) Mr Thomas E Noonan........................................................................
Trustee
 1.0
.......................   		X                
(54) Mrs Vicki Palmer........................................................................
Trustee-At-Large Member
 3.0
.......................   		X                
(55) Mr William Pate........................................................................
Trustee
 2.0
.......................   		X                
(56) Dr GP Bud Peterson........................................................................
Trustee
 2.0
.......................   		X                
(57) Mr L Craig Ramsey........................................................................
Trustee
 2.0
.......................   		X                
(58) Mr Usher Raymond IV........................................................................
Trustee
 2.0
.......................   		X                
(59) Mr Daniel D Reardon........................................................................
Trustee-At-Large Member
 3.0
.......................   		X                
(60) Ms Margaret C Reiser........................................................................
Trustee
 2.0
.......................   		X                
(61) Joe W Rogers Jr........................................................................
Trustee
 1.0
.......................   		X                
(62) Mr William H Rogers Jr........................................................................
Trustee
 1.0
.......................   		X                
(63) Sylvia Russell........................................................................
Trustee
 1.0
.......................   		X                
(64) Mrs Teya Ryan........................................................................
Trustee
 1.0
.......................   		X                
(65) Mr S Stephen Selig III........................................................................
Trustee
 2.0
.......................   		X                
(66) Mr Richard D Shirk........................................................................
Trustee
 2.0
.......................   		X                
(67) Mr John W Somerhalder II........................................................................
Trustee
 2.0
.......................   		X                
(68) Mr Terry Stent........................................................................
Trustee
 2.0
.......................   		X                
(69) MrDarrick Stephens........................................................................
Trustee
 2.0
.......................   		X                
(70) Mrs Geri P Thomas........................................................................
Trustee
 2.0
.......................   		X                
(71) Mr Mark D Wasserman........................................................................
Trustee
 2.0
.......................   		X                
(72) Mr D Richard Williams........................................................................
Trustee
 2.0
.......................   		X                
(73) Mr Larry Gellerstedt III........................................................................
Trustee - Chair
 3.0
.......................   		X                
(74) Mr M Douglas Ivester........................................................................
Trustee- Vice Chair
 3.0
.......................   		X                
(75) MrHoward Feinsand........................................................................
Trustee - Finance Chair
 3.0
.......................   		X                
(76) Mrs J Veronica Biggins........................................................................
Trustee - Compensation & H
 3.0
.......................   		X                
(77) Mr Barry N Berlin........................................................................
Trustee Investment Chair
 3.0
.......................   		X                
(78) Mr Gary Price........................................................................
Trustee - Audit Chair
 3.0
.......................   		X                
(79) Ms Ingrid Saunders Jones........................................................................
Trustee - Development Chair
 3.0
.......................   		X                
(80) Dr Beverly Daniel Tatum........................................................................
Trustee - Education Chair
 3.0
.......................   		X                
(81) Mrs Lynda B Courts........................................................................
Trustee - Nominating & Go
 3.0
.......................   		X                
(82) Mrs Victoria Palefsky........................................................................
Trustee - Alliance Theatre
 3.0
.......................   		X                
(83) James R Abrahamson........................................................................
Trustee - Atlanta Symphony
 3.0
.......................   		X                
(84) Mrs Louise Sams........................................................................
Trustee - High Museum
 3.0
.......................   		X                
(85) Mrs Anne Game........................................................................
Trustee - Young Audience
 3.0
.......................   		X                
(86) Joseph R Bankoff........................................................................
President and CEO
 40.0
.......................   		    X       290,136 0 24,505
(87) Virginia A Hepner........................................................................
President
 40.0
.......................   		    X       174,968    
(88) Stephen Merz........................................................................
Executive VP & CFO
 40.0
.......................   		    X       277,383   35,736
(89) Stanley Romanstein........................................................................
President and CEO - ASO
 40.0
.......................   		      X     364,292   30,062
(90) Susan Booth........................................................................
Artistic Director-Alliance
 40.0
.......................   		      X     272,751   27,036
(91) Michael Shapiro........................................................................
Director-High Museum of Art
 40.0
.......................   		      X     582,285   238,751
(92) Robert Spano........................................................................
Music Director
 40.0
.......................   		        X   662,658   27,007
(93) Don Fox........................................................................
VP for Business Development &
 40.0
.......................   		        X   280,202   33,745
(94) Philip Verre........................................................................
Deputy Director - High Museum
 40.0
.......................   		        X   265,382   35,239
(95) David Brenneman........................................................................
DIR. COLLECTIONS & EXHIBITION
 40.0
.......................   		        X   235,136   28,335
(96) Clayton Schell........................................................................
GM CHASTAIN ATLANTA SYMPHONY
 40.0
.......................   		        X   210,053   32,003
1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 3,615,246 0 512,419
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet56
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
 
No
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
WILLIAM MORRIS ENDEAVOR, 1600 Division st suite 300NASHVILLETN37203 Artist fees 2,192,235
JONES DAY, 1420 PEACHTREE ST NE suite 800ATLANTAGA30309 LEGAL SERVICEs 803,999
AEG LIVE LLC, 5750 WILSHIRE BLVD STE 501LOS ANGELESCA90036 ARTIST FEEs 677,160
SECURITAS SECURITY SERVICEs usa in, po box 403412ATLANTAGA30384 SECURITY 669,496
TOM PETTY THE HEARTBREAKERS INC, 15260 Ventura BlVD 2100SHERMAN OAKSCA91403 Artist Fees 658,875
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet63
Form 990 (2012)
Form 990 (2012)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response to any question in this Part VIII ..............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512, 513, or 514
Contributions, Gifts, Grants and Other Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b 3,785,729
c Fundraising events....1c 1,995,017
d Related organizations...1d  
e Government grants (contributions)1e 612,493
f All other contributions, gifts, grants, and
similar amounts not included above1f 		36,850,325
g Noncash contributions included in lines
1a-1f:$ 		862,020
h Total. Add lines 1a-1f.......MediumBullet 43,243,564
Program Service Revenue Business Code
2a PERFORMANCE ARTS TICKETS 711190 19,277,042 19,277,042    
b EDUC. PROGRAMS FEES 711190 1,715,201 1,715,201    
c PARKING REVENUE 711190 2,435,807 2,386,925 48,882  
d MUSEUM EXHIBITIONS 711190 2,282,582 2,282,582    
e GENERAL ADMIN 711190 437,417 437,417    
f All other program service revenue . 6,065,582 6,065,582    
g Total. Add lines 2a–2f........MediumBullet 32,213,631
Other Revenue 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 3,268,600   -107,348 3,375,948
4 Income from investment of tax-exempt bond proceeds..MediumBullet 0      
5 Royalties...........MediumBullet 89,191     89,191
(i) Real (ii) Personal
6a Gross rents 1,431,694  
b Less: rental expenses 133,331  
c Rental income or (loss) 1,298,363 0
d Net rental income or (loss).......MediumBullet 1,298,363   1,025,262 273,101
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 221,087,392 1
b Less: cost or other basis and sales expenses 190,149,667 273,788
c Gain or (loss) 30,937,725 -273,787
d Net gain or (loss)..........MediumBullet 30,663,938     30,663,938
8a Gross income from fundraising events (not including
$ 1,995,017
of contributions reported on line 1c). See Part IV, line 18 ..
a 2,115,216
b Less: direct expenses ...b 1,646,011
c Net income or (loss) from fundraising events..MediumBullet 469,205   469,205
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 3,061,570
b Less: cost of goods sold ..b 1,133,979
c Net income or (loss) from sales of inventory..MediumBullet 1,927,591 829,108 1,098,483  
Miscellaneous Revenue Business Code
11a            
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet 0
12 Total revenue. See Instructions......MediumBullet 113,174,083 32,993,857 2,065,279 34,871,383
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 0  
2 Grants and other assistance to individuals in the United States. See Part IV, line 22 0  
3 Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16 0  
4 Benefits paid to or for members 0  
5 Compensation of current officers, directors, trustees, and key employees .... 2,003,353 302,028 1,701,325  
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 34,163,104 28,807,505 2,786,882 2,568,717
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 1,777,822 1,187,126 527,162 63,534
9 Other employee benefits ....... 3,549,828 2,284,523 1,196,896 68,409
10 Payroll taxes ........... 2,588,525 2,146,209 243,460 198,856
11 Fees for services (non-employees):        
a Management ...... 1,382,279 375,509 965,087 41,683
b Legal ......... 1,073,314 35,406 1,036,977 931
c Accounting ........... 272,636   272,636  
d Lobbying ........... 217     217
e Professional fundraising services. See Part IV, line 17 1,439,934 1,439,934
f Investment management fees ...... 884,000 751,400 132,600  
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ 11,733,839 10,205,988 1,299,741 228,110
12 Advertising and promotion .... 4,960,727 4,524,885 96,887 338,955
13 Office expenses ....... 1,060,808 639,178 -412,782 834,412
14 Information technology ...... 551,411 434,029 99,449 17,933
15 Royalties .. 320,209 252,737 67,472  
16 Occupancy ........... 4,550,879 3,614,305 936,574  
17 Travel ............ 1,392,357 1,119,084 63,519 209,754
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 0      
19 Conferences, conventions, and meetings .... 508,698 143,052 118,949 246,697
20 Interest ........... 7,784,184 6,574,840 1,209,344  
21 Payments to affiliates ....... 0      
22 Depreciation, depletion, and amortization ..... 9,168,483 7,585,242 1,583,241  
23 Insurance .............. 1,016,627 262,647 753,980  
24 Other expenses. Itemize expenses not covered above (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 SET DESIGN COSTS 12,729,572 12,693,476 36,096  
b EXHIBITION EXPENSE 6,770,288 6,406,665   363,623
c
d
e All other expenses        
25 Total functional expenses. Add lines 1 through 24e 111,683,094 90,345,834 14,715,495 6,621,765
26 Joint costs. Complete this line only if the 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 ............. 8,057,660 1 18,281,893
2 Savings and temporary cash investments ......... 0 2 0
3 Pledges and grants receivable, net ........... 26,203,107 3 15,398,630
4 Accounts receivable, net ............. 5,066,204 4 8,514,564
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
0 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
0 6 0
7 Notes and loans receivable, net ............. 0 7 0
8 Inventories for sale or use .............. 541,172 8 853,673
9 Prepaid expenses and deferred charges .......... 6,874,190 9 5,391,901
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 313,265,177
b Less: accumulated depreciation ..... 10b 111,068,972 210,644,180 10c 202,196,205
11 Investments—publicly traded securities .......... 260,368,801 11 272,378,014
12 Investments—other securities. See Part IV, line 11 ..... 107,784,569 12 127,051,821
13 Investments—program-related. See Part IV, line 11 ..... 0 13 0
14 Intangible assets ............... 0 14 0
15 Other assets. See Part IV, line 11 ........... 34,356,249 15 36,564,595
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 659,896,132 16 686,631,296
Liabilities 17 Accounts payable and accrued expenses ......... 41,154,565 17 46,964,877
18 Grants payable ................. 0 18 0
19 Deferred revenue ................ 15,937,561 19 14,328,554
20 Tax-exempt bond liabilities ............. 188,260,000 20 188,260,000
21 Escrow or custodial account liability. Complete Part IV of Schedule D.. 0 21 0
22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
persons. Complete Part II of Schedule L.......... 0 22 0
23 Secured mortgages and notes payable to unrelated third parties .. 0 23 0
24 Unsecured notes and loans payable to unrelated third parties .... 0 24 0
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.................... 0 25 0
26 Total liabilities. Add lines 17 through 25......... 245,352,126 26 249,553,431
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 .............. 101,402,712 27 103,227,725
28 Temporarily restricted net assets ........... 110,888,874 28 128,958,958
29 Permanently restricted net assets ........... 202,252,420 29 204,891,182
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 ........... 414,544,006 33 437,077,865
34 Total liabilities and net assets/fund balances ........ 659,896,132 34 686,631,296
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
113,174,083
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
111,683,094
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
1,490,989
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
414,544,006
5
Net unrealized gains (losses) on investments ...............
5
15,115,242
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
5,927,628
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
437,077,865
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
 
No
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
 
 
Form 990 (2012)
Form 990, Special Condition Description:
Special Condition Description
Additional Data


Software ID:  
Software Version:  
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
ROBERT W WOODRUFF ARTS CENTER INC
 
Employer identification number

58-0633971
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.") .... 39,126,558 52,805,383 43,293,571 54,782,820 43,243,564 233,251,896
2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......           0
3 The value of services or facilities furnished by a governmental unit to the organization without charge..           0
4 Total. Add lines 1 through 3 39,126,558 52,805,383 43,293,571 54,782,820 43,243,564 233,251,896
5 The portion of total 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)..           27,041,536
6 Public support. Subtract line 5 from line 4.           206,210,360
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.. 39,126,558 52,805,383 43,293,571 54,782,820 43,243,564 233,251,896
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... 8,399,369 8,231,481 6,494,187 6,341,601 3,740,333 33,206,971
9 Net income from unrelated business activities, whether or not the business is regularly carried on..         0 0
10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..           0
11 Total support (Add lines 7 through 10).           266,458,867
12
12
35,662,889
13
First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................right arrow
Section C. Computation of Public Support Percentage
14
14
77.389 %
15
15
86.700 %
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.") .            
2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......            
3 Gross receipts from activities that are not an unrelated trade or business under section 513..            
4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...            
5 The value of services or facilities furnished by a governmental unit to the organization without charge..            
6 Total. Add lines 1 through 5.            
7a Amounts included on lines 1, 2, and 3 received from disqualified persons...            
b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.            
c Add lines 7a and 7b..            
8 Public support (Subtract line 7c from line 6.)            
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
9 Amounts from line 6...            
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..            
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.            
c Add lines 10a and 10b.            
11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.            
12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..            
13 Total support. (Add lines 9, 10c, 11, and 12.)..            
14
Section C. Computation of Public Support Percentage
15
15
 
16
16
 
Section D. Computation of Investment Income Percentage
17
17
 
18
18
 
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:  
Software Version:  
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
ROBERT W WOODRUFF ARTS CENTER INC
 
Employer identification number

58-0633971
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
ROBERT W WOODRUFF ARTS CENTER INC
  		Employer identification number

58-0633971
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
ROBERT W WOODRUFF ARTS CENTER INC
  		Employer identification number

58-0633971
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
ROBERT W WOODRUFF ARTS CENTER INC
  		Employer identification number

58-0633971
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:  
Software Version:  
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
ROBERT W WOODRUFF ARTS CENTER INC
 
Employer identification number

58-0633971
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 ........................    
e Total exempt purpose expenditures (add lines 1c and 1d) ...............    
f Lobbying nontaxable amount. Enter the amount from the following table in both
columns.		    
  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) .................    
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          
             
b Lobbying ceiling amount
(150% of line 2a, column(e)) 		         
             
c Total lobbying expenditures          
             
d Grassroots nontaxable amount          
             
e Grassroots ceiling amount
(150% of line 2d, column (e))		          
             
f Grassroots lobbying expenditures          
Schedule C (Form 990 or 990-EZ) 2012


Schedule C (Form 990 or 990-EZ) 2012
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? .........................................
Yes
 
b
Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....
Yes
 
c
Media advertisements? ....................................
 
No
 
d
Mailings to members, legislators, or the public? .........................
 
No
 
e
Publications, or published or broadcast statements? .......................
 
No
 
f
Grants to other organizations for lobbying purposes? .......................
 
No
 
g
Direct contact with legislators, their staffs, government officials, or a legislative body? ........
Yes
 
44,359
h
Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......
 
No
 
i
Other activities? ..........................
 
No
 
j
Total. Add lines 1c through 1i ...............................
44,359
2a
Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....
 
No
b
If "Yes," enter the amount of any tax incurred under section 4912 .................
 
c
If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....
 
d
If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......
 
 
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
PART II-B, LINE 1g   LOBBYING EXPENDITURES IN AN EFFORT TO INCREASE ARTS FUNDING IN THE STATE OF GEORGIA.
Schedule C (Form 990 or 990EZ) 2012

Additional Data


Software ID:  
Software Version:  

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
ROBERT W WOODRUFF ARTS CENTER INC
 
Employer identification number

58-0633971
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 $  
(ii)
Assets included in Form 990, Part X ..............................SchDMd Bullet $  
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 .... 265,665,278 285,700,930 250,866,950 228,309,201 306,150,743
b Contributions ........ 2,177,075 923,239 2,648,301 4,126,779 766,137
c Net investment earnings, gains, and losses 36,308,601 -6,890,718 46,642,383 33,298,527 -64,447,642
d Grants or scholarships .....          
e Other expenditures for facilities
and programs ........ 		13,658,600 14,068,173 14,456,704 14,867,557 14,160,037
f Administrative expenses ....          
g End of year balance ...... 290,492,354 265,665,278 285,700,930 250,866,950 228,309,201
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet6.000 %
b
Permanent endowment SchDMd Bullet64.000 %
c
Temporarily restricted endowment SchDMd Bullet30.000 %
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)
Yes
 
(ii) related organizations ........................
3a(ii)
 
No
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
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 ................. 0 26,151,291 26,151,291
b Buildings ................ 0 264,020,723 93,698,789 170,321,934
c Leasehold improvements ............        
d Equipment ................ 0 19,588,250 13,984,327 5,603,923
e Other ................. 0 3,504,913 3,385,856 119,057
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 202,196,205
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    
(3)Other
(A) HEDGE FUNDS 		106,222,269 F

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

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

(D) EMERGING MARKETS 		1,884,033 F

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

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

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


Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet 127,051,821
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) CONSTRUCTION IN PROGRESS 15,787,389
(2) BENEFICIAL INTEREST IN PERPETU 18,755,838
(3) CONTRIBUTIONS RECEIVABLE 1,309,981
(4) INVESTMENT IN JOINT VENTURE 711,387





Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet 36,564,595
Part X
Other Liabilities. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes 0








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 0
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
PT III, LINE 1A   THE MUSEUM'S COLLECTION COMPRISES MORE THAN 13,500 objects and works of art. the collections are maintained for public exhibition, education, and research in furtherance of public service rather than for financial gain and are considered to have cultural, aesthetic or historical value worth preserving perpetually. in conformity with accounting practices generally followed by art museums, the value of the museum's collections has been excluded from the consolidated statements of financial position. contributions for purchases of art objects are recorded as increases in net assets and purchases of art objects are recorded as decreases in net assets in the consolidated statement of activities.
Part III, Line 4   The high musuem of art has more than 13,500 objects and works of art in its permanent collection, an extensive anthology of 19th and 20th century american and decorative art, significant holdings of european paintings, a growing collection of african-american art, and a burgeoning collection of modern, contemporary, and african art. the high is dedicated to supporting and collecting works by southern artists, and is distinguished as the only major museum in North America to have a curatorial department specifically devoted to the field of folk and self-taught art.
Part V, Line 4   Endowment funds are available for use in operational support and organizational growth.
Part X, Line 2   The Arts Center is a nonprofit organization for the cultural arts, exempt from income taxation under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The Arts Center has a wholly owned subsidiary, SD&A Teleservices, Inc., that pays income taxes based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. SD&A had an income tax expense for the years ended May 31, 2013 and 2012, of approximately $206,000 and $203,000, respectively. ASC 740, Accounting for Uncertainty in Income Taxes, establishes the criterion that an individual tax position has to meet for some or all of the benefits of that position to be recognized in the Arts Centers consolidated financial statements. Under ASC 740, the Arts Center is required to determine that the relevant tax authority would more likely than not sustain its tax position following an IRS audit. The Arts Center adopted the provisions of ASC 740 effective August 1, 2007, and has applied this criterion to all tax positions for which the statute of limitations remains open. Tax years open to examination by tax authorities under the statute of limitations include fiscal 2009 through 2013. The Arts Center has determined that its material tax positions satisfy the more likely than not criterion and that no provision for income taxes was required at May 31, 2013 and 2012, for uncertain tax positions.
Schedule D (Form 990) 2012

Additional Data


Software ID:  
Software Version:  




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
ROBERT W WOODRUFF ARTS CENTER INC
 
Employer identification number

58-0633971
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
COXE CURRY ASSOCIATES CAMPAIGN CONSULT   No 9,205,776 461,494 8,744,282
DANILLER AND COMPANY CAMPAIGN CONSUL   No 1,372,206 137,437 1,234,769
TRANSFORMATIONAL DEVELOPMENT TELEFUNDING   No 250,000 40,952 209,048
TAYLAR DEVELOPMENT TELEFUNDING   No 357,810 117,275 240,535
SDA TELESERVICES TELEFUNDING   No 442,130 249,660 192,470
DIRECT RESOURCE GROUP CONSULTING   No 186,188 357,782 0
Elisa Glazer Consulting   No   24,658 0
Elizabeth Perry Consulting   No   112,500 0
             
             
Total .................right arrow 11,814,110 1,501,758 10,621,104
3
List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.
GA
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

HIGH MUSEUM WIN
(event type) 		(b) Event #2

SHOW HOUSES
(event type) 		(c) Other events

5
(total number) 		(d) Total events
(add col. (a) through col. (c))
VerticalRevenue 1 Gross receipts . . . 2,131,225 1,007,205 971,803 4,110,233
2 Less: Contributions . . 1,163,681 383,788 447,548 1,995,017
3 Gross income (line 1
minus line 2) . . . 		967,544 623,417 524,255 2,115,216
VerticalDirectExpenses 4 Cash prizes . . .        
5 Noncash prizes . .        
6 Rent/facility costs . . 285,410 138,071 54,068 477,549
7 Food and beverages . 129,006 84,051 182,254 395,311
8 Entertainment . . .   115,804 60,391 176,195
9 Other direct expenses . 333,988 178,091 84,877 596,956
10 Direct expense summary. Add lines 4 through 9 in column (d) ........... right arrow 1,646,011
11 Net income summary. Combine line 3, column (d), and line 10. .......... right arrow 469,205
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:  
Software Version:  
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
ROBERT W WOODRUFF ARTS CENTER INC
 
Employer identification number

58-0633971
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
Yes
 
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
 
 
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)Joseph R BankoffPresident and CEO (i)
(ii)		 290,136
0 		0
0 		0
0 		21,250
0 		3,255
0 		314,641
0 		0
0
(2)Virginia A HepnerPresident (i)
(ii)		 174,968
  		 
  		 
  		 
  		 
  		174,968
  		 
 
(3)Stephen MerzExecutive VP & CFO (i)
(ii)		 232,126
  		 
  		45,257
  		29,801
  		5,935
  		313,119
  		 
 
(4)Stanley RomansteinPresident and CEO - ASO (i)
(ii)		 317,347
  		45,000
  		1,945
  		13,358
  		16,704
  		394,354
  		 
 
(5)Robert SpanoMusic Director (i)
(ii)		 662,658
  		 
  		 
  		20,750
  		6,257
  		689,665
  		 
 
(6)Susan BoothArtistic Director-Alliance (i)
(ii)		 272,751
  		 
  		 
  		23,923
  		3,113
  		299,787
  		 
 
(7)Michael ShapiroDirector-High Museum of Art (i)
(ii)		 547,285
  		30,000
  		5,000
  		234,280
  		4,471
  		821,036
  		 
 
(8)Don FoxVP for Business Development & (i)
(ii)		 248,186
  		 
  		32,016
  		21,250
  		12,495
  		313,947
  		 
 
(9)Philip VerreDeputy Director - High Museum (i)
(ii)		 254,279
  		11,103
  		 
  		29,304
  		5,935
  		300,621
  		 
 
(10)David BrennemanDIR. COLLECTIONS & EXHIBITION (i)
(ii)		 202,734
  		32,402
  		 
  		22,400
  		5,935
  		263,471
  		 
 
(11)Clayton SchellGM CHASTAIN ATLANTA SYMPHONY (i)
(ii)		 210,053
  		 
  		 
  		15,400
  		16,603
  		242,056
  		 
 
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
PART I, LINE 4A   Individuals who served AS OFFICERS FOR PART OF THE YEAR RECEIVED SEVERANCE PAYMENTS AFTER THEIR EMPLOYMENT ENDED.
PART 1, LINE 7   OFFICERS AND OTHER MANAGEMENT PERSONNEL ARE ELIGIBLE TO PARTICIPATE IN BONUSES.
PART I, LINE 4B   The arts center maintains a nonqualified plan for certain management personnel. Total expense for 2012 was $201,780.
Schedule J (Form 990) 2012

Additional Data


Software ID:  
Software Version:  
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
ROBERT W WOODRUFF ARTS CENTER INC
 
Employer identification number
58-0633971
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 DEVELOPMENT AUTHORITY OF DEKALB COUNTY
  		58-1500666 240463JG5 09-24-2009 5,343,160 REFUND 2/1/02   X   X   X
B DEVELOPMENT AUTHORITY OF FULTON COUNTY
  		58-1639487 359900ZQ3 09-24-2009 125,692,191 REFUND 2/1/02, 4/28/04, 1/16/08   X   X   X
C DEVELOPMENT AUTHORITY OF FULTON COUNTY
  		58-1639487 359900ZL4 09-24-2009 65,000,000 REFUND 2/1/02   X   X   X
Part II
Proceeds
A B C D
1 Amount of bonds retired . . . . . . . . . . . . . . 0 0 0  
2 Amount of bonds legally defeased . . . . . . . . . . . 0 0 0  
3 Total proceeds of issue . . . . . . . . . . . . . . 5,343,160 125,692,191 65,000,000  
4 Gross proceeds in reserve funds . . . . . . . . . . . . 261,750 5,901,250 0  
5 Capitalized interest from proceeds . . . . . . . . . . . 0 0 0  
6 Proceeds in refunding escrows . . . . . . . . . . . . 0 0 0  
7 Issuance costs from proceeds . . . . . . . . . . . . 91,410 1,425,941 520,605  
8 Credit enhancement from proceeds . . . . . . . . . . . 0 0 274,395  
9 Working capital expenditures from proceeds . . . . . . . . . 0 0 0  
10 Capital expenditures from proceeds . . . . . . . . . . . 0 0 0  
11 Other spent proceeds . . . . . . . . . . . . . . 4,990,000 118,365,000 64,205,000  
12 Other unspent proceeds . . . . . . . . . . . . . . 0 0 0  
13 Year of substantial completion . . . . . . . . . . . .
Yes No Yes No Yes No Yes No
14 Were the bonds issued as part of a current refunding issue? . . . . . X   X   X      
15 Were the bonds issued as part of an advance refunding issue? . . . . .   X   X   X    
16 Has the final allocation of proceeds been made? . . . . . . . . X   X   X      
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . . X   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   X    
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . . X   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   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? . . . . . . . . . . . . . . . . X   X   X      
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .   X   X   X    
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other 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 0% 0% 0%   %
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 0% 0% 0%   %
6 Total of lines 4 and 5 . . . . . . . . . . . . . . . 0% 0% 0%   %
7 Does the bond issue meet the private security or payment test? . . . . .   X   X   X    
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?. . . . . . . . . . . . . . . . .   X   X   X    
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? . . . . . . . . . . . . .   X   X   X    
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   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   X    
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . . X   X   X      
b Exception to rebate? . . . . . . . .                
c No rebate due? . . . . . . . . . .
               
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .   X   X X      
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?   X   X   X    
b Name of provider . . . . . . . . . 0
  		0
  		0
  		 
 
c Term of hedge . . . . . . . . . .        
d Was the hedge superintegrated? . . . . . .                
e Was a hedge terminated? . . . . . . .                
Schedule K (Form 990) 2012
Schedule K (Form 990) 2012
Page 3
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   X    
b Name of provider . . . . . . . . . 0
  		0
  		0
  		 
 
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   X    
7 Has the organization established written procedures to monitor the requirements of section 148? . . .   X   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   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
Part III, Line 4 & 5 0 Issues A, B, and C were a single issue for federal income tax purposes and therefore, the respones to Part III, lines 4 and 5 reflect percentages for the composite issue. In addition, Woodruff Arts Center's post-issuance compliance program identified a contract related to a bond-financed parking garage that did not meet a safe harbor under Rev. Proc. 97-13. The contract accounted for the majority of the reported private use and is being corrected. Based on an analysis conducted pursuant to its post-issuance compliance program, Woodruff Arts Center expects that it will be able to blend down the private use such that the bonds will comply with the permitted 5% limit on private use well before the end of the private use measurement period for the Bonds.
Part III, Line 9; Part IV, Line 7; Part V 0 Although written procedures were not in place during Fiscal Year 2013, such policies are subsequently being adopted for fiscal year 2014.
Schedule K (Form 990) 2012

Additional Data


Software ID:  
Software Version:  

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
ROBERT W WOODRUFF ARTS CENTER INC
 
Employer identification number

58-0633971
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) Paul Bowers Trustee 1,793,220 Utility Provider   No
(2) Kerry Kohnen trustee 1,594,593 Heathcare Provider   No
(3) Geri Thomas trustee 1,368,000 Banking Services   No
(4) William Rogers Trustee 878,138 Banking Services   No
Part V
Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule L (see instructions).
Identifier Return Reference Explanation
PART IV   SEVERAL TRUSTEES SERVE AS OFFICERS AT COMPANIES WITH WHICH WOODRUFF ARTS CENTER, INC. HAS A VENDOR RELATIONSHIP. BECAUSE OF THE SIZE OF TRANSACTIONS BETWEEN THESE VENDORS AND WOODRUFF ARTS CENTER, INC. DURING THE FISCAL YEAR, THESE TRUSTEES ARE REPORTED AS INTERESTED PERSONS. PAUL BOWERS, PRESIDENT & CEO - GEORGIA POWER COMPANY KERRY KOHNEN, PRESIDENT - KAISER PERMANENTE OF GA GERI THOMAS, GEORGIA MARKET PRESIDENT - BANK OF AMERICA WILLIAM ROGERS, CHAIRMAN & CEO - SUNTRUST
Schedule L (Form 990 or 990-EZ) 2012

Additional Data


Software ID:  
Software Version:  




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
ROBERT W WOODRUFF ARTS CENTER INC
 
Employer identification number

58-0633971
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 63 0  
2 Art—Historical treasures .        
3 Art—Fractional interests ..        
4 Books and publications ..      
5 Clothing and household
goods ....... 		     
6 Cars and other vehicles ..        
7 Boats and planes ....        
8 Intellectual property ...        
9 Securities—Publicly traded . X 81 696,389 STOCK QUOTE
10 Securities—Closely held stock .        
11 Securities—Partnership, LLC,
or trust interests .... 		       
12 Securities—Miscellaneous ..        
13 Qualified 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 ( Wine - auction items ) X 110 131,134 fmv
26 Other Right pointing arrow large image ( THEATRICAL SUPPLIES ) X 3 34,497 FMV
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
Sch M, Line 1   UNDER SFAS 116, THE ORGANZATION DOES NOT REPORT REVENUES FOR ARTWORK AND COLLECTIONS RECEIVED ON ITS FINANCIAL STATEMENTS AS REPORTED ON LINE 1 OF SCHEDULE M.
Sch M, Line 33   Donated works of art include painting, sculptures, prints, ceramics, decorative arts, and photography. Column B - the organization is reporting the number of contributions, not the number of items contributed.
Schedule M (Form 990) (2012)
Additional Data


Software ID:  
Software Version:  
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
ROBERT W WOODRUFF ARTS CENTER INC
 
Employer identification number

58-0633971
Identifier Return Reference Explanation
Pt III, Line 4D   Young Audiences, Woodruff Arts Center(YA): The mission of Young Audiences, Woodruff Arts center(YA) is to transform the lives and learning of young people through the arts. ya is georgia's leading provider of educational arts programs for pre-k through high school students and one of 30 affiliates of young audiences, inc., the nation's largest source for arts-in-education services. founded in 1983 with just nine artists, ya has grown to an organization offering more than 200 distinct programs presented by a roster of more than 70 professional artists and ensembles. our programs are designed to broaden students' understanding and appreciation of authentic art forms, engage them in the creative process, and link their learning to other areas of the curriculum. our assembly performances, workshops, and residences encompass a wide variety of art forms, genres, and cultural traditions in the visual, performing, and literary arts and we serve more than 350,000 Georgia students annually from more than 75 counties across the state.
Pt VI, Line 3   NEWBRIDGE MANAGEMENT, LLC PROVIDED FINANCIAL AND OTHER MANAGEMENT SERVICES TO woodruff ARTS CENTER. DUTIES INCLUDED STAFFING THE ROLE OF CFO DURING A TRANSITION PERIOD. THIS ENTAILED SUPERVISING FINANCE AND IT STAFF AND CONSULTING WITH THE PRESIDENT AND CEO CONCERNING EMPLOYMENT DECISIONS IN THESE DEPARTMENTS. ADDITIONAL DUTIES INCLUDED EVALUATING AND UPDATING POLICIES IN THE FINANCE AND IT DEPARTMENTS TO IMPROVE FINANCIAL, OPERATIONAL, DATA SECURITY, INFORMATION TECHNOLOGY AND INTERNAL CONTROLS. AS REQUESTED, THE CFO WAS RESPONSIBLE FOR DEVELOPING AND EXECUTING POLICIES TO IMPROVE OPERATIONAL EFFiCIENCIES IN OTHER AREAS AS WELL. NEWBRIDGE MANAGEMENT ALSO PROVIDED AN INTERIM CONTROLLER TO ASSIST THE CFO AS NEEDED.
Pt VI, Line 5   During the fiscal year ending May 31, 2013, management of the Woodruff Arts Center identified fraudulent disbursements totaling approximately $1,440,000. Management engaged forensic and legal specialists to investigate and quantify the extent of the fraud. Their report concluded that the fraudulent disbursements occurred over an eight year period starting in the fiscal year ending May 31, 2006 and ending in the current fiscal year. The report further concluded that the fraudulent disbursements were the result of embezzlement by a former employee who has since been convicted and sentenced for his criminal activities. The fraudulent disbursements made in the fiscal year ending May 31, 2013 were recorded as maintenance costs. With the assistance of legal counsel, Woodruff Arts Center has concluded that the former employee, who was Director of Facilities and not an officer, was not a disqualified person for purposes of section 4958. Woodruff Arts Center has recovered the amount of the financial loss through insurance proceeds. In response to the fraud and to mitigate future risks, the board of the Woodruff Arts Center and its managers have hired a new Chief Financial Officer, retained financial controls experts, implemented new procedures in its financial department, and made changes to its internal organizational structure. The board and officers continue to monitor and evaluate the safeguards the organization currently has in place.
Pt VI, Line 11a   THE FORM 990 IS COMPLETED ANNUALLY AND COPIES ARE PROVIDED TO THE ENTIRE BOARD OF TRUSTEES AS WELL AS THE PRESIDENT/CEO OF THE ORGANIZATION. THE DRAFT 990 IS ALSO PRESENTED TO The GOVERNING BOARD AND THE AUDIT COMMITTEE, WHICH HAS THE OPPORTUNITY TO ASK QUESTIONS, AND PROVIDE FEEDBACK OR COMMENTS WHICH ARE ADDRESSED AS NECESSARY. A COPY OF THE APPROVED, SIGNED FORM 990 IS PROVIDED TO ALL OFFICERS, DIRECTORS, AND TRUSTEES BEFORE THE RETURN IS FILED.
Pt VI, Line 12C   Robert W. Woodruff Arts Center, Inc. (the "Arts Center") maintains a "Conflict of Interest Policy", originally adopted by the Board of Trustees in 1995, as amended thereafter (the "Policy"). This policy applies to all Art Center trustees, officers and employees, as well as other Arts Center representatives. The Policy is intended to prevent the Arts Center from engaging with related persons in transactions which are impermissible or improper under Georgia nonprofit corporation law or Federal tax law(although the Policy is more expansive than these laws.) The key definitions under the Policy are "Insider, "Family Member," and "Related Party." The Policy is reviewed and updated (if necessary) on an annual basis. The updated document is then distributed to the Audit Committee for review and approval. A copy of the policy and a related questionnaire is then distributed ANNUALLY to all Arts Center Trustees, officers and senior management, as well as other Arts Center representatives. Once responses are obtained, they are reviewed and results compiled, including a list of potential conflicts to be reviewed by the Audit Committee and Management. The Audit Committee will determine whether a business or financial relationship involving a trustee or officer should be entered into or continued. In the case of any such relationship involving a trustee, such a determination shall be set forth in a written report of the Audit Committee, signed by the Chairman and a majority of the Committee, and provided to the Board of Trustees. If the governing board or committee has reasonable cause to believe a trustee, officer, employee, or other representative has failed to disclose actual or possible conflicts of interest, it shall inform the Individual of the basis for such belief and allow him/her an opportunity to explain the alleged failure to disclose. If, after hearing the response and after making further investigation as warranted by the circumstances, the governing board or committee determines the trustee, officer, employee, or other representative has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Pt VI, Line 15   The determination of compensation for the officers and other key employees is the responsibility of the BOARD OF DIRECTORS OF THE Robert W. Woodruff Arts Center, Inc. which has delegated this to the Compensation Committee. The Compensation Committee is composed of INDEPENDENT board members whose responsibilities include, in part, the review and approval of the compensation for the officers and key employees. The compensation agreements deliberated by the Committee are determined based on comparable data which is documented in the records of the Committee's work. Such documentation is meant to meet or exceed the requirements which would satisfy the rebuttable presumption criteria under the intermediate sanctions language of the IRS. As the composition of the Compensation Committee is comprised exclusively of Board members, each Board member completes a conflict of interest statement which is reviewed by the Center's management prior to the completion and filing of the return.
Pt VI, Line 19   Governing documents for the Robert W. Woodruff Arts Center, Inc. are registered with the State of Georgia. Conflict of interest policy and financial statements are available upon request.
Pt IX, Line 11g   Line 11g is in excess of 10% of total Functional Expense 10,251,254 - Atlanta Symphony Orchestra - Guest Artist Fees & Other Professional Services 830,968 - Alliance Theatre - Guest Artist Fees & Other Professional Services 637,779 - High Museum of Art - Exhibitions Related Professional Services 13,838 - Young Audiences - Guest Artist Fees & Other Professional Services
Pt XI, Line 9   Other changes in net assets or fund balance 1,541,787 - Change in split interest agreements 2,646,016 - Change in minimum pension liability 1,466,450 - Change in value interest rate swap 273,375 - income from subsidiary corporation
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:  
Software Version:  
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
ROBERT W WOODRUFF ARTS CENTER INC
 
Employer identification number

58-0633971
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










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) CHASTAIN VENTURES

1280 PEACHTREE STREET NE
ATLANTA,GA30309
58-1930917 		MUSICAL PERFORMAN GA NA
  		B 50 50       Yes   50.000 %












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) SD&A teleservices inc

5757 west century blvd
los angeles,CA90045
20-0883414 		telemarketing GA na
  		c corp 14,587,595 4,265,752 100.000 % Yes  
(2) E P McBurney Trust

303 peachtree street
atlanta,GA30308
58-6029235 		TRUST-INVESTING GA SUNTRUST
  		TRUST 47,215 1,253,257 100.000 %   No
(3) E P MCBURNEY TRUST

303 PEACHTREE STREET
ATLANTA,GA30308
58-6029260 		TRUST-INVESTING GA SUNTRUST
  		TRUST 280,037 7,453,930 100.000 %   No
(4) LUCY CLAIR HARRIS TRUST

one west 4th street
winstonsalem,NC27101
58-6163824 		TRUST-INVESTING GA WELLS FARGO
  		TRUST 6,000 167,394 100.000 %   No
(5) Charitable Reminder trust (4)

 
 
99-9999999 		trust investing GA various
  		trust         No




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
 
No
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
 
No
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
 
No
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
Yes
 
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
 
No
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
Yes
 
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) Chastain Ventures

 k 474,414 cash
(2) sd&A teleservices inc

 M 249,660 cash
(3) sd&a teleservices inc

 O 16,500 cash
(4) sd&a teleservices inc

 Q 1,525 CASH


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


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