TY 2015 Form 990

(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)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) AILEEN KENNEDY ROBERTS...................................................................... VICE CHAIRMAN, TRUSTEE	1.00 .................	X	X	0	0
(2) CATHERINE HUGHES...................................................................... TRUSTEE	1.00 .................	X		0	0
(3) DANIEL DILELLA...................................................................... TRUSTEE	1.00 .................	X		0	0
(4) DR BRENDA T THOMPSON...................................................................... TRUSTEE	1.00 .................	X		0	0
(5) DR KHALIL GIBRAN MUHAMMAD...................................................................... TRUSTEE	1.00 .................	X		0	0
(6) DR NEIL L RUDENSTINE...................................................................... TRUSTEE	1.00 .................	X		0	0
(7) GREGORY CHARLES MILLER...................................................................... TRUSTEE	1.00 .................	X		0	0
(8) JOHN J AGLIALORO...................................................................... TRUSTEE	1.00 .................	X		0	0
(9) JOSEPH NEUBAUER...................................................................... CHAIRMAN, TRUSTEE	1.00 .................	X	X	0	0
(10) SHELDON M BONOVITZ ESQ...................................................................... TRUSTEE	1.00 .................	X		0	0
(11) STEPHEN J HARMELIN ESQ...................................................................... TREASURER, TRUSTEE	1.00 .................	X	X	0	0
(12) THE HON JACQUELINE F ALLEN...................................................................... SECRETARY, TRUSTEE	1.00 .................	X	X	0	0
(13) THOMAS K WHITFORD...................................................................... TRUSTEE	1.00 .................	X		0	0
(14) TORY BURCH...................................................................... TRUSTEE	1.00 .................	X		0	0
(15) MARGARET B ZMINDA...................................................................... EXECUTIVE VP, CFO AND COO	40.00 .................		X	303,581	22,795
(16) SARA GEELAN...................................................................... GENERAL COUNSEL	40.00 .................		X	179,286	20,587
(17) THOMAS COLLINS...................................................................... EXECUTIVE DIRECTOR & PRESIDENT	40.00 .................		X	288,493	9,750

(A) Name and business address	(B) Description of services	(C) Compensation
ALLIED BARTON SECURITY PO BOX 828854 PHILADELPHIA,PA19182	SECURITY SERVICES	1,263,642
ELLIOTT LEWIS 2900 BLACK LAKE PLACE PHILADELPHIA,PA19154	FACILITIES MANAGEMENT	443,093
TEAM CLEAN 4747 SOUTH BROAD STREET BUILDING 1 PHILADELPHIA,PA19112	JANITORIAL SERVICES	411,210
ARAMARK 1101 MARKET STREET 22ND FLOOR PHILADELPHIA,PA19107	CATERING/FOOD SERVICES	389,814
EXHIBITION ON SCREEN 63 SHIP STREET BRIGHTON, BN1 1AE,BRIGHTON UK	FILM PRODUCTION	346,227
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 14

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

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

Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization

THE BARNES FOUNDATION

Employer identification number

23-6000149

Part I

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

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

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

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990 or 990-EZ))

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

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

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

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

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

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

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

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

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ..............

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

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2015

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)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any unusual grants.) ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support. Add lines 7 through 10.

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

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

Section C. Computation of Public Support Percentage

Public support percentage for 2015 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2014 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2015. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2014. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2015. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the facts-and-circumstances test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

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

Schedule A (Form 990 or 990-EZ) 2015

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)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513...
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support. (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(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 VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

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

Section C. Computation of Public Support Percentage

Public support percentage for 2015 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2014 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2015 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2014 Schedule A, Part III, line 17 .............

19a

331/3% support tests—2015. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2014. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

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

Schedule A (Form 990 or 990-EZ) 2015

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990 or 990-EZ) 2015

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2015

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2015

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2015 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2015	(iii) Distributable Amount for 2015
1 Distributable amount for 2015 from Section C, line 6
2 Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2015:
a
b
c
d From 2013.......
e From 2014.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2015 distributable amount
i Carryover from 2010 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2015 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2015 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2016. Add lines 3j and 4c.
8 Breakdown of line 7:
a
b
c Excess from 2013.......
d From 2014.......
e From 2015.......

Schedule A (Form 990 or 990-EZ) (2015)

Schedule A (Form 990 or 990-EZ) 2015

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Name of the organization

THE BARNES FOUNDATION

Employer identification number

23-6000149

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

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

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, 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) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015) Page 2

Name of organization THE BARNES FOUNDATION

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	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Page 3

Name of organization THE BARNES FOUNDATION		Employer identification number 23-6000149

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) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Page 4


Name of organization THE BARNES FOUNDATION			Employer identification number 23-6000149
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. 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.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on 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.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

THE BARNES FOUNDATION

Employer identification number

23-6000149

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

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

1	Total number at end of year ....
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ....

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


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

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

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

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

Yes No

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

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

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

Yes No

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" on Form 990, Part IV, line 8.

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

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

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... SchDMd Bullet

(ii)

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

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

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

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) 2015

Page 2

Part III

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

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):

Public exhibition

Loan or exchange programs

Scholarly research

Other EDUCATION

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No


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

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

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" on Form 990, Part IV, line 10.

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

1a	Beginning of year balance ....	57,589,383	51,367,619	36,075,517	23,985,525	8,241,195
b	Contributions ...	10,169,556	6,335,075	12,868,666	10,629,469	16,555,338
c	Net investment earnings, gains, and losses	-2,306,429	2,340,686	4,109,378	2,682,831	40,742
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...	3,188,434	2,453,997	1,685,942	1,222,308	851,750
f	Administrative expenses ....
g	End of year balance ......	62,264,076	57,589,383	51,367,619	36,075,517	23,985,525

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

Board designated or quasi-endowment SchDMd Bullet

0 %

Permanent endowment SchDMd Bullet

100.000 %

Temporarily restricted endowment SchDMd Bullet

0 %

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

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

Yes

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

3a(i)

Yes

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

3a(ii)

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

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

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11a. 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 ...	176,389		176,389
b	Buildings	136,107,615	24,887,012	111,220,603
c	Leasehold improvements
d	Equipment ...	828,695	486,237	342,458
e	Other ...	4,262,097	3,274,296	987,801
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				112,727,251

Schedule D (Form 990) 2015

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11b. 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)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

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

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)
2. Liability for uncertain tax positions. 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) 2015

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	22,941,105
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	-8,431,653
b	Donated services and use of facilities .........	2b	2,303,215
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	1,066,893
e	Add lines 2a through 2d .....................			2e	-5,061,545
3	Subtract line 2e from line 1..................			3	28,002,650
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	383,242
c	Add lines 4a and 4b....................			4c	383,242
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	28,385,892

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	25,668,632
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a	2,303,215
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	1,066,893
e	Add lines 2a through 2d....................			2e	3,370,108
3	Subtract line 2e from line 1...................			3	22,298,524
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	383,242
c	Add lines 4a and 4b.....................			4c	383,242
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	22,681,766

Part XIII

Supplemental Information

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.

Return Reference	Explanation
PART III, LINE 1A:	THE FOUNDATION OWNS A COLLECTION OF PAINTINGS, SCULPTURES, ANTIQUES AND OTHER OBJECTS OF ART. SUBSTANTIALLY ALL OF THE COLLECTION OBJECTS WERE DONATED TO THE FOUNDATION BY ITS FOUNDER AND ARE RECORDED AT A $1 NOMINAL VALUE, IN ACCORDANCE WITH A RESOLUTION OF THE BOARD OF TRUSTEES. THE FOUNDATION HAS DETERMINED THAT IT IS NOT PRACTICAL TO ESTABLISH A FAIR VALUE OF THE FOUNDER'S ORIGINAL CONTRIBUTION, BECAUSE RECORDS OF THE FAIR VALUE AT THE DATE OF THE CONTRIBUTION ARE UNRELIABLE OR DO NOT EXIST. THE FOUNDATION HAS CAPITALIZED COLLECTION ITEMS CONTRIBUTED BY OTHERS AT THE FAIR MARKET VALUE ON THE DATE OF THE GIFT.
PART III, LINE 4:	THE FOUNDATION'S COLLECTIONS INCLUDE WORKS OF ANCIENT AND MODERN ART AND A SIGNIFICANT COLLECTION OF LIVING SPECIMENS OF TREES, PLANTS AND FLOWERS. THE WORKS OF ART THAT ARE DISPLAYED IN THE FOUNDATION'S GALLERY ARE AVAILABLE FOR VISITATION BY THE PUBLIC AND ARE ALSO USED TO CONDUCT EDUCATIONAL ACTIVITIES TO TEACH THE PRINCIPLES OF ART APPRECIATION ESTABLISHED BY ITS FOUNDER. THE LIVING COLLECTIONS ARE USED IN THE FOUNDATION'S PROGRAMS TO TEACH PRICIPLES OF AESTHETIC APPEAL OF PLANTS COMBINED WITH A BASE IN BOTANY, HORTICULTURE AND LANDSCAPE DESIGN.
PART V, LINE 4:	THE INCOME FROM THE FOUNDATION'S PERMANENTLY RESTRICTED ENDOWMENT FUNDS ARE INTENDED TO SUPPORT THE FOUNDATION'S PROGRAM OF COLLECTIONS AND COLLECTION CARE, EDUCATION AND UNRESTRICTED OPERATING COSTS.
PART X, LINE 2:	INCOME TAXES: THE FOUNDATION IS GENERALLY EXEMPT FROM FEDERAL INCOME TAXES UNDER THE PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. IN ADDITION, THE FOUNDATION QUALIFIES FOR CHARITABLE CONTRIBUTION DEDUCTIONS AND HAS BEEN CLASSIFIED AS AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION. INCOME, WHICH IS NOT RELATED TO EXEMPT PURPOSES, LESS APPLICABLE DEDUCTIONS, IS SUBJECT TO FEDERAL AND STATE CORPORATE INCOME TAXES. THE FOUNDATION PAID NET UNRELATED BUSINESS INCOME TAXES OF $13,958 IN 2015 AND $0 IN 2014. MANAGEMENT HAS EVALUATED THE FOUNDATION'S TAX POSITIONS AND CONCLUDED THAT THE FOUNDATION HAD TAKEN NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENTS. CONSEQUENTLY, NO ACCRUAL FOR INTEREST AND PENALTIES WAS DEEMED NECESSARY FOR THE YEARS ENDED DECEMBER 31, 2015 OR 2014. THE FOUNDATION FILES INCOME TAX RETURNS IN THE UNITED STATES FEDERAL JURISDICTION. GENERALLY, THE FOUNDATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE UNITED STATES FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2012.
PART XI, LINE 2D - OTHER ADJUSTMENTS:	COST OF GOODS SOLD 1,066,893.
PART XI, LINE 4B - OTHER ADJUSTMENTS:	INVESTMENT EXPENSE 383,242.
PART XII, LINE 2D - OTHER ADJUSTMENTS:	COST OF GOODS SOLD 1,066,893.
PART XII, LINE 4B - OTHER ADJUSTMENTS:	INVESTMENT EXPENSE 383,242.

Schedule D (Form 990) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE E(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Schools

Complete if the organization answered "Yes" on Form 990,
Part IV, line 13, or Form 990-EZ, Part VI, line 48.
Right pointing arrow large image

Attach to Form 990 or Form 990-EZ.
Right pointing arrow large image

Information about Schedule E (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047 2015Open to Public Inspection

Name of the organization

THE BARNES FOUNDATION

Employer identification number

23-6000149

Part I

YES

Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws,

other governing instrument, or in a resolution of its governing body? . . . . . . . . . . . . . . . . . . .

Yes

Does the organization include a statement of its racially nondiscriminatory policy toward students in all its

brochures, catalogues, and other written communications with the public dealing with student admissions,

programs, and scholarships? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during

the period of solicitation for students, or during the registration period if it has no solicitation program, in a way

that makes the policy known to all parts of the general community it serves? If "Yes," please describe. If "No,"

please explain. If you need more space use Part II. . . . . . . . . . . . . . . . . . . . . . . . .

Yes

Does the organization maintain the following?

Records indicating the racial composition of the student body, faculty, and administrative staff? . . . . . . . . .

Yes

Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory

basis? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

Copies of all catalogues, brochures, announcements, and other written communications to the public dealing

with student admissions, programs, and scholarships? . . . . . . . . . . . . . . . . . . . . . . .

Yes

Copies of all material used by the organization or on its behalf to solicit contributions? . . . . . . . . . . . .

Yes

If you answered "No" to any of the above, please explain. If you need more space, use Part II.

Does the organization discriminate by race in any way with respect to:

Students' rights or privileges? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Admissions policies? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Employment of faculty or administrative staff? . . . . . . . . . . . . . . . . . . . . . . . . .

Scholarships or other financial assistance? . . . . . . . . . . . . . . . . . . . . . . . . . .

Educational policies? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Use of facilities? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Athletic programs? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other extracurricular activities? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If you answered "Yes" to any of the above, please explain. If you need more space, use Part II.

Does the organization receive any financial aid or assistance from a governmental agency? . . . . . . . . . .

Yes

Has the organization's right to such aid ever been revoked or suspended? . . . . . . . . . . . . . . . .

If you answered "Yes" to either line 6a or line 6b, explain on Part II.

Does the organization certify that it has complied with the applicable requirements of sections 4.01 through 4.05

of Rev. Proc. 75-50, 1975-2 C.B. 587, covering racial nondiscrimination? If "No," explain on Part II. . . . . . . . .

Yes

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

Cat. No. 50085D

Schedule E (Form 990 or 990-EZ) (2015)

Schedule E (Form 990 or 990EZ) (2015)

Page 2

Part II

Supplemental Information. Provide the explanations required by Part I, lines 3, 4d, 5h, 6b, and 7, as applicable. Also provide
any other additional information (see instructions).

Return Reference

Explanation

SCHEDULE E, PART I, LINE 3

ON NOVEMBER 12, 2010, THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES OF THE BARNES FOUNDATION FORMALLY REAFFIRMED THE FOUNDATION'S COMMITMENT TO PROVIDING EQUAL OPPORTUNITIES AND A POLICY OF NONDISCRIMINATION ON THE BASIS OF RACE, COLOR, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, RELIGION, CREED, NATIONAL OR ETHNIC ORIGIN, CITIZENSHIP STATUS, AGE, DISABILITY, VETERAN STATUS OR ANY OTHER LEGALLY PROTECTED CLASS STATUS IN THE ADMINISTRATION OF ITS EDUCATIONAL PROGRAM ADMISSIONS, FINANCIAL AID, OR ANY OTHER BARNES FOUNDATION-ADMINISTERED EDUCATIONAL ACTIVITY OR RELATED EMPLOYMENT PRACTICES. THIS POLICY HAS BEEN PUBLICLY DISSEMINATED AND PUBLICIZED IN BARNES FOUNDATION MATERIALS, AS APPROPRIATE, TO ALL COMMUNITIES SERVED BY THE BARNES FOUNDATION.

SCHEDULE E, PART I, LINE 6

THE ORGANIZATION RECEIVES GRANTS FROM THE PHILADELPHIA CULTURAL FUND ($11,090), NATIONAL ENDOWMENT FOR THE ARTS ($40,000), INSTITUTE OF MUSEUM AND LIBRARY SCIENCES ($40,000) AND THE PENNSYLVANIA COUNCIL OF THE ARTS ($37,685).

Schedule E (Form 990 or 990-EZ) (2015)

Additional Data

Software ID:
Software Version:

- TIN:

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" on Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. right arrow

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

Information about Schedule G (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization
THE BARNES FOUNDATION

Employer identification number

23-6000149

Part I

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

Form 990-EZ filers are not required to complete this part.

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

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

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?

YesNo

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
	DANILLER COMPANY 3724 JEFFERSON ST 302 AUSTIN, TX78731	CONSULTANT FOR FUNDRAISING ACTIVITIES		No	1,596,860	259,078	1,337,782
	SD&A TELESERVICES INC 5757 W CENTURY BLVD LOS ANGELES, CA90045	PROVIDES DATA BASE CONSULTING FOR TELEPHONE		No	32,048	17,358	14,690








Total . . . . . . . . . . . . . . . . . . . .					1,628,908	276,436	1,352,472

List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing.

CT, DC, FL, IL, MA, MD, NJ, NY, PA, VA

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2015

Page 2

Part II

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

		(a) Event #1 (event type)	(b) Event #2 (event type)	(c) Other events (total number)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . . . .
2	Less: Contributions . . . .
3	Gross income (line 1 minus line 2) . . . . . .

4	Cash prizes . . . . .
5	Noncash prizes . . . .
6	Rent/facility costs . . . .
7	Food and beverages . . .
8	Entertainment . . . .
9	Other direct expenses . . .
10	Direct expense summary. Add lines 4 through 9 in column (d) . . . . . . . . . .
11	Net income summary. Subtract line 10 from line 3, column (d). . . . . . . . . .

Part III

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

		(a) Bingo	(b) Pull tabs/Instant bingo/progressive bingo	(c) Other gaming	(d) Total gaming (add col.(a) through col.(c))
1	Gross revenue . . . . .

2	Cash prizes . . . . .
3	Noncash prizes . . . .
4	Rent/facility costs . . . .
5	Other direct expenses . . .

Volunteer labor . . . .

	Yes %
	No

	Yes %
	No

	Yes %
	No

Direct expense summary. Add lines 2 through 5 in column (d) . . . . . . . . . . right arrow

Net gaming income summary. Subtract line 7 from line 1, column (d). . . . . . . . . right arrow

Enter the state(s) in which the organization conducts gaming activities:

Is the organization licensed to conduct gaming activities in each of these states? . . . . . . . .

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? . . .

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2015

Page 3

Does the organization conduct gaming activities with nonmembers? . . . . . . . . . . .

YesNo

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? . . . . . . . . . . . . . . . . .

YesNo

Indicate the percentage of gaming activity conducted in:

The organization's facility . . . . . . . . . . . . . . . . . .

13a

An outside facility . . . . . . . . . . . . . . . . . . . .

13b

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

Name

Address

15a

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

revenue? . . . . . . . . . . . . . . . . . . . . . . . .

YesNo

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

$ .

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

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? . . . . . . . . . . . . . . . . . . .

YesNo

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. 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).

Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

THE BARNES FOUNDATION

Employer identification number

23-6000149

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

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.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

Yes

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

Yes

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

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

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

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

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

Any related organization?

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

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

The organization?

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

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

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

Yes

Were any amounts reported on 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 .............................

Yes

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

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

Cat. No. 50053T

Schedule J (Form 990) 2015

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 on 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 in column(B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1MARGARET B ZMINDAEXECUTIVE VP, CFO AND COO	(i) (ii)	238,581 ------------- 0	65,000 ------------- 0	0 ------------- 0	7,500 ------------- 0	15,295 ------------- 0	326,376 ------------- 0	0 ------------- 0
2SARA GEELANGENERAL COUNSEL	(i) (ii)	179,286 ------------- 0	0 ------------- 0	0 ------------- 0	5,700 ------------- 0	14,887 ------------- 0	199,873 ------------- 0	0 ------------- 0
3THOMAS COLLINSEXECUTIVE DIRECTOR & PRESIDENT	(i) (ii)	278,493 ------------- 0	10,000 ------------- 0	0 ------------- 0	5,527 ------------- 0	4,223 ------------- 0	298,243 ------------- 0	0 ------------- 0
4DIANA D DUNCANSR VP, EXTERNAL AFFAIRS	(i) (ii)	192,302 ------------- 0	0 ------------- 0	0 ------------- 0	4,800 ------------- 0	760 ------------- 0	197,862 ------------- 0	0 ------------- 0
5JAN ROTHSCHILDSVP FOR COMMUNICATIONS	(i) (ii)	233,452 ------------- 0	0 ------------- 0	0 ------------- 0	5,322 ------------- 0	17,179 ------------- 0	255,953 ------------- 0	0 ------------- 0
6VINCENT D'ANTONIOSNR DIR OF OPERATIONS & GR	(i) (ii)	168,754 ------------- 0	0 ------------- 0	0 ------------- 0	4,950 ------------- 0	989 ------------- 0	174,693 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2015

Page 3

Part III

Supplemental Information

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.

Return Reference	Explanation
PART I, LINE 3	MARGARET ZMINDA WAS APPOINTED ACTING EXECUTIVE DIRECTOR EFFECTIVE JANUARY 1, 2014 AND SERVED IN SUCH CAPACITY UNTIL MARCH 2015. IN FEBRUARY 2015, AT A MEETING OF THE BOARD OF TRUSTEES, THE BOARD REVIEWED COMPARABILITY DATA AND APPROVED A SALARY INCREASE AND BONUS FOR MS. ZMINDA DETERMINED TO BE REASONABLE AND NOT AN EXCESS BENEFIT. THOMAS COLLINS WAS HIRED AS EXECUTIVE DIRECTOR AND PRESIDENT, EFFECTIVE MARCH 2015. HIS SALARY WAS DETERMINED IN AN INITIAL EMPLOYMENT CONTRACT, NEGOTIATED PRIOR TO HIS ASSUMING THIS ROLE.
PART I, LINES 4A-B	A SENIOR STAFF MEMBER WAS SEPARATED FROM SERVICE AS A RESULT OF A REORGANIZATION AND WAS PAID SEVERANCE PURSUANT TO A SEPARATION AGREEMENT. THE 2015 SEVERANCE AMOUNT WAS $43,269.
PART I, LINE 7	MARGARET ZMINDA RECEIVED A NON-FIXED PAYMENT IN CONNECTION WITH HER SERVICE AS ACTING EXECUTIVE DIRECTOR, PURSUANT TO THE PROCESS DESCRIBED IN PART I, LINE 3 OF THIS SECTION.

Schedule J (Form 990) 2015

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

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

Attach to Form 990 or Form 990-EZ.
MediumBullet

Information about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

THE BARNES FOUNDATION

Employer identification number

23-6000149

Part I

Excess Benefit Transactions (section 501(c)(3), section 501(c)(4), and 501(c)(29) 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	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

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

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

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-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?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No










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

Part III

Grants or Assistance Benefiting 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) 2015

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?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) (1) ARAMARK CORPORATION	A TRUSTEE OF THE BARNES FDTN SERVED AS CHAIRMAN OF ARAMARK UNTIL 2/3/2015	252,588	THE BARNES FOUNDATION HAS RETAINED ARAMARK CORP FOR VARIOUS FOOD SERVICES. CONSISTENT WITH THE CONFLICT OF INTEREST POLICY ESTABLISHED BY THE BARNES FOUNDATION, THE INTERESTED PERSON WAS EXCLUDED FROM PARTICIPATION IN ANY AND ALL DISCUSSIONS REGARDING THE DECISION TO RETAIN ARAMARK CORP. THE SELECTION OF ARAMARK CORP AS A FOOD SERVICE PROVIDER WAS MADE PURSUANT TO A COMPETITIVE BIDDING PROCESS LED BY AN INDEPENDENT CONSULTANT, AND APPROVED BY THE BOARD OF TRUSTEES, WITH THE INTERESTED PERSON RECUSED FROM PARTICIPATION. PAYMENTS REFLECTED IN LINE 1 ABOVE CONSIST OF COMMISSIONS PAID TO THE BARNES FOUNDATION BY ARAMARK CORPORATION ON CATERING REVENUES.		No
(2) (2) ARAMARK CORPORATION	A TRUSTEE OF THE BARNES FDTN SERVED AS CHAIRMAN OF ARAMARK UNTIL 2/3/2015	389,814	TRANSACTIONS AND PROCESS AS ABOVE. PAYMENTS REFLECTED IN LINE 2 ABOVE CONSIST OF AMOUNTS PAID TO ARAMARK BY THE BARNES FOUNDATION FOR CATERING AND RESTAURANT SERVICES.		No

Part V

Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).

Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

Noncash Contributions

Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.
Right pointing arrow large image

Information about Schedule M (Form 990) and its instructions is at www.irs.gov/form990

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

THE BARNES FOUNDATION

Employer identification number

23-6000149

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
1 Art—Works of art ....	X	265	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 .
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 ( ARCHIVES )	X	237	0
26 Other ( )
27 Other ( )
28 Other ( )

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

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1 through 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

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?

Yes

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ..........................

32a

If "Yes," describe in Part II.

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) (2015)

Page 2

Part II

Supplemental Information. 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.

Return Reference

Explanation

PART I, LINE 30B:

THE BARNES FOUNDATION HAS ELECTED UNDER FASB 116 NOT TO REPORT IN ITS REVENUE STATEMENT AND BALANCE SHEET WORKS OF ART AND OTHER COLLECTION ITEMS, SEE SCHEDULE D, PART III, LINE 1A FOR THE FOOTNOTE ON ITS FINANCIAL STATEMENTS TO THAT EFFECT. THE BARNES FOUNDATION RECEIVED 265 ITEMS OF ART, FURNITURE AND METALWORK THAT RELATE TO THE BARNES'S FOUNDATION'S COLLECTIONS, AS WELL AS 237 BOXES OF ARCHIVAL MATERIAL FROM THE VIOLETTE DE MAZIA FOUNDATION IN CONNECTION WITH AN AFFILIATION AGREEMENT BETWEEN THE FOUNDATIONS AND THE SUBSEQUENT DISSOLUTION OF THE VIOLETTE DE MAZIA FOUNDATION. AS AN EXEMPT ENTITY, THE VIOLETTE DE MAZIA FOUNDATION DID NOT SUBMIT A FORM 8283 TO THE BARNES FOUNDATION IN CONNECTION WITH THIS TRANSFER OF PROPERTY.

Schedule M (Form 990) (2015)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization

THE BARNES FOUNDATION

Employer identification number

23-6000149

Return Reference	Explanation
FORM 990, PART VI, SECTION B, LINE 11	THE BARNES FOUNDATION 990 IS PREPARED BY AN INDEPENDENT FIRM BASED ON INFORMATION PROVIDED BY MANAGEMENT. A DRAFT IS REVIEWED AND REVISED BY THE EXECUTIVE VICE PRESIDENT, CFO AND COO, THE DIRECTOR OF FINANCE AND THE GENERAL COUNSEL (MEMBERS OF MANAGEMENT). THE 990 IS THEN FINALIZED BY THE INDEPENDENT FIRM AND THE BARNES FOUNDATION SUBMITS THE DRAFT 990 FOR REVIEW TO ALL BOARD MEMBERS PRIOR TO FILING. AFTER A COMMENT PERIOD, FORM 990 IS SUBMITTED TO THE IRS.
FORM 990, PART VI, SECTION B, LINE 12C	IN ADDITION TO REQUIRING EACH TRUSTEE, OFFICER AND KEY EMPLOYEE TO MAKE A DISCLOSURE OF ANY POSSIBLE PERSONAL, FAMILIAL, OR BUSINESS RELATIONSHIP THAT COULD GIVE RISE TO A CONFLICT OF INTEREST OR THE APPEARANCE OF A CONFLICT OF INTEREST, THE FOUNDATION'S CONFLICT OF INTEREST POLICY ALSO REQUIRES THE DISCLOSURE OF ANY CHANGE OF CIRCUMSTANCE THAT WOULD GIVE RISE TO CONFLICTS CONCERNS. MOREOVER, THE FOUNDATION HAS ADOPTED A WHISTLEBLOWER POLICY DESIGNED TO ENCOURAGE PROMPT DISCLOSURE BY TRUSTEES, OFFICERS AND EMPLOYEES OF ANY UNLAWFUL OR IMPROPER BEHAVIOR OR TRANSACTIONS, INCLUDING THOSE THAT RAISE POTENTIAL CONFLICT OF INTEREST CONCERNS. EACH YEAR ALL DIRECTORS, OFFICERS, TRUSTEES AND KEY EMPLOYEES ARE REMINDED OF THEIR OBLIGATIONS TO COMPLY WITH THE CONFLICT ON INTEREST POLICY AT THE ORGANIZATION'S ANNUAL MEETING AND PERIODICALLY AT OTHER TIMES DURING THE YEAR.
FORM 990, PART VI, SECTION B, LINE 15	THE BARNES FOUNDATION PERFORMS A REVIEW OF THE COMPENSATION AND BENEFITS PACKAGE (INCLUDING FRINGE, RETIREMENT AND SEVERANCE BENEFITS) FOR KEY EMPLOYEES AT THE TIME OF HIRE. THIS REVIEW RELIES UPON COMPARABILITY DATA TO DETERMINE WHETHER THE COMPENSATION ARRANGEMENT IN ITS ENTIRETY IS REASONABLE. FOR THIS PURPOSE, APPROPROPRIATE AND RELEVANT INFORMATION INCLUDES COMPENSATION PAID BY SIMILIARLY SITUATED TAX-EXEMPT AND TAXABLE ORGANIZATIONS FOR FUNCTIONALLY COMPARABLE POSITIONS. THIS REVIEW ALSO TAKES INTO ACCOUNT THE SIZE, REVENUE, GEOGRAPHIC LOCATION, STRUCTURE AND COMPLEXITY OF THE ORGANIZATION.
FORM 990, PART VI, SECTION C, LINE 19	THE BARNES FOUNDATION'S BY-LAWS, CHARTER, FINANCIAL STATEMENTS AND CERTAIN OTHER GOVERNING DOCUMENTS (E.G., CONFLICT OF INTEREST POLICY), ARE AVAILABLE FOR REVIEW UPON REQUEST, DIRECTED TO THE FOLLOWING: GENERAL COUNSEL (A MEMBER OF MANAGEMENT), BARNES FOUNDATION, 2025 BENJAMIN FRANKLIN PARKWAY, PHILADELPHIA, PA 19130
FORM 990, PART IX, LINE 11G	FEES FOR SERVICES (OTHER-SECURITY): PROGRAM SERVICE EXPENSES 1,311,730. MANAGEMENT AND GENERAL EXPENSES 54,737. FUNDRAISING EXPENSES 6,842. TOTAL EXPENSES 1,373,309. FEES FOR SERVICES (OTHER): PROGRAM SERVICE EXPENSES 1,792,983. MANAGEMENT AND GENERAL EXPENSES 311,289. FUNDRAISING EXPENSES 38,318. TOTAL EXPENSES 2,142,590.
FORM 990, PART XII, LINE 2C:	THERE IS NO CHANGE TO THIS PROCESS FROM THE PRIOR YEAR.
FORM 990, PART IX, LINE 11B:	THIS AMOUNT ($290,994) REPRESENTS PAYMENT OF AN INSURANCE CLAIM IN RESPECT OF LEGAL FEES INCURRED RELATING TO A LAWSUIT REGARDING THE PETITION TO MOVE THE BARNES FOUNDATION'S COLLECTION FROM MERION, PA TO PHILADELPHIA, PA.
FORM 990, PART X, LINES 27 AND 28:	CERTAIN ITEMS FROM THE 2014 FINANCIAL STATEMENTS HAVE BEEN RECLASSIFIED TO CONFORM TO THE 2015 PRESENTATION. THE 2014 ENDING FUND BALANCES REFLECT A RECLASSIFICATION OF $3,229,359 WHICH HAD THE EFFECT OF INCREASING PARKWAY PROJECTS TEMPORARILY RESTRICTED NET ASSETS AND DECREASING UNRESTRICTED NET ASSETS. THIS CORRECTED THE EXCESS TRANSFER OF FUNDS FROM PARKWAY PROJECT TEMPORARILY RESTRICTED NET ASSETS IN PRIOR YEARS, WHICH INCLUDED THE NON-CASH DEPRECIATION EXPENSE. TOTAL NET ASSETS FOR YEAR END 2014 REFLECTED IN THE 2015 FINANCIAL STATEMENTS ARE UNCHANGED FROM THE TOTAL NET ASSETS AS SHOWN ON THE 2014 FINANCIAL STATEMENTS.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: TO PROMOTE THE ADVANCEMENT OF EDUCATION AND THE APPRECIATION OF THE FINE ARTS AND HORTICULTURE. TO MAINTAIN AN ART GALLERY CONTAINING WORKS OF ANCIENT AND MODERN ART, AS WELL AS AN ARBORETUM.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	14
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	14
5	Total number of individuals employed in calendar year 2015 (Part V, line 2a) ......	5	217
6	Total number of volunteers (estimate if necessary) .............	6	172
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	294,557
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	-3,718

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	8,761,688	16,266,700
9	Program service revenue (Part VIII, line 2g) .........	5,567,010	4,987,125
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	2,948,510	6,467,499
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	919,000	664,568
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	18,196,208	28,385,892
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)	7,982,621	8,344,019
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	227,780	228,397
b	Total fundraising expenses (Part IX, column (D), line 25) 2,303,482
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	15,028,871	14,109,350
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	23,239,272	22,681,766
19	Revenue less expenses. Subtract line 18 from line 12.......	-5,043,064	5,704,126
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	202,948,913	199,487,419
21	Total liabilities (Part X, line 26).............	2,495,025	1,761,058
22	Net assets or fund balances. Subtract line 21 from line 20.....	200,453,888	197,726,361

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 7,226,093 including grants of $ ) (Revenue $ 268,107 )
	THE FOUNDATION ENGAGES IN AN ACTIVE PROGRAM OF COLLECTION CARE AND CONSERVATION. THE BARNES ART COLLECTION COMPRISES OVER 8,000 WORKS OF FINE AND DECORATIVE ARTS, INCLUDING PAINTINGS, FRAMES, WORKS ON PAPER, FURNITURE AND DECORATIVE METALWORK. THE FOUNDATION'S PHILADELPHIA FACILITY INCLUDES A STATE-OF-THE-ART PAINTING CONSERVATION LAB. THROUGH THE WORK OF THE CONSERVATION DEPARTMENT, TWO PREVIOUSLY UNKNOWN CEZANNE DRAWINGS WERE DISCOVERED ON THE REVERSE SIDE OF TWO WORKS BY THE ARTIST IN THE COLLECTION. THESE NEW DISCOVERIES WERE EXHIBITED TO THE GENERAL PUBLIC FROM APRIL 10 - MAY 18, 2015. THE EXHIBITION INCLUDED DIDACTIC MATERIAL ABOUT THE CONSERVATION OF ARTWORK.THE FOUNDATION PRESENTED 3 SPECIAL EXHIBITIONS IN 2015. BEGINNING ON NOVEMBER 8, 2014 THROUGH FEBRUARY 16, 2015, THE BARNES PRESENTED THE EXHIBITION WILLIAM J. GLACKENS: ARTIST AND FRIEND, THE FIRST MAJOR SHOW IN 50 YEARS OF THE ART OF WILLIAM GLACKENS, AN EARLY ADVISOR TO THE FOUNDATION'S FOUNDER, DR. ALBERT C. BARNES. THROUGH THE FULL RUN OF THE SHOW, APPROXIMATELY 45,200 GUESTS VISITED THIS EXHIBITION. THIS EXHIBITION WAS CURATED BY AVIS BERMAN, INDEPENDENT WRITER AND ART HISTORIAN AND INCLUDED WORKS FROM PRIVATE COLLECTIONS AND MUSEUMS FROM AROUND THE WORLD, AS WELL AS PERSON PHOTOGRAPHS AND OTHER ARCHIVAL MATERIALS. A DAY-LONG SYMPOSIUM ON THE ART OF WILLIAM GLACKENS WAS HELD IN CONNECTION WITH THIS EXHIBITION IN 2014, WHICH INCLUDED SCHOLARS FROM AROUND THE COUNTRY. FROM MAY 16 THROUGH AUGUST 3, 2015, THE FOUNDATION ORGANIZED AND PRESENTED A SPECIAL EXHIBITION CALLED: MARK DION, JUDY PFAFF, FRED WILSON - THE ORDER OF THINGS. THIS EXHIBITION WAS ORGANIZED BY DR. MARTHA LUCY, WHO SERVED AS A CONSULTING CURATOR TO THE FOUNDATION. THIS EXHIBITION INCLUDED WORKS COMMISSIONED BY THE THREE CONTEMPORARY ARTISTS IN RESPONSE TO THE FOUNDATION'S FOUNDER, HISTORY AND COLLECTIONS. A VARIETY OF PUBLIC PROGRAMS AND LECTURES ACCOMPANIED THIS EXHIBITION. THROUGH THE DURATION OF THE EXHIBITION, OVER 34,600 VISITORS VIEWED THIS EXHIBITION. FROM SEPTEMBER 19, 2015 THROUGH JANUARY 4, 2016, THE FOUNDATION PRESENTED STRENGTH AND SPLENDOR: WROUGHT IRON FROM THE MUSEE LE SEC DE TOURNELLES, ROUEN. THE WORKS IN THIS EXHIBITION WERE BORROWED FROM THE NAMED MUSEUM, LOCATED IN ROUEN, FRANCE. THIS MUSEUM WAS VISITED BY DR. BARNES DURING HIS LIFETIME AND INFLUENCED HIS COLLECTING PRACTICE, RESULTING IN THE METALWORK INSTALLED IN THE GALLERIES AMONG THE OTHER WORKS OF ART. THE FOUNDATION ALSO COMMISSIONED A WORK FROM THE ARTIST ELLEN HARVEY DURING THIS TIME PERIOD. THE EXHIBITION OF HER WORK: METAL PAINTING COINCIDED WITH THE SHOW DESCRIBED ABOVE. THE WORK INCLUDED INDIVIDUAL PAINTINGS OF PIECES OF METALWORK IN THE FOUNDATION'S COLLECTION. APPROXIMATELY 23,100 VISITORS VIEWED THIS EXHIBITION DURING THE RUN OF THE SHOW. THE FOUNDATION CONDUCTS ONGOING SCHOLARSHIP AND RESEARCH ON OBJECTS AND WORKS OF ART IN ITS COLLECTION, AND ON THE HISTORY OF THE ORGANIZATION AND ITS FOUNDERS. THE FOUNDATION HAS A ROBUST PUBLICATIONS PROGRAM, WHICH PUBLISHED CATALOGUES IN CONNECTION WITH THE ALL OF THE EXHIBITIONS PRESENTED IN 2015, INCLUDING AN ENGLISH AND FRENCH VERSION OF THE STRENGTH AND SPLENDOR CATALOGUE. IN ADDITION, THE FOUNDATION PUBLISHED TWO MAJOR PUBLICATIONS ON ITS COLLECTION IN 2015: AFRICAN ART IN THE BARNES FOUNDATION IN APRIL, 2014 AND MATISSE IN THE BARNES FOUNDATION IN DECEMBER 2015.THE FOUNDATION MAINTAINS AN ARCHIVE CONTAINING THE PERSONAL PAPERS OF DR. BARNES AND OTHER DOCUMENTATION RELATED TO THE HISTORY OF THE ORGANIZATION. THE ARCHIVE IS MADE AVAILABLE TO THE FOUNDATION'S STUDENTS AND DOCENTS AS WELL AS TO SCHOLARS AND RESEARCHERS. THE FOUNDATION ALSO HAS AN ART LIBRARY IN ITS PHILADELPHIA FACILITY WHICH IS OPEN TO STUDENTS, FACULTY AND THE GENERAL PUBLIC.THE FOUNDATION HAS A LARGE LIVING COLLECTION, WHICH IS MAINTAINED IN ITS 12 ACRE ARBORETUM. THE LIVING COLLECTION CONTAINS OVER 2,500 TAXA OF WOODY PLANTS AND PERENNIALS. IN ADDITION, THE FOUNDATION HAS AN HERBARIUM WHICH INCLUDES OVER 10,000 PRESERVED PLANT SPECIMENS. THE FOUNDATION'S LIVING COLLECTION INCLUDES OVER 40 "STATE CHAMPION" TREES. IN 2015, 275 TYPES OF NEW SPECIMENS WERE ADDED TO THE LIVING COLLECTION. THE FOUNDATION ALSO HAS A HORTICULTURE LIBRARY IN ITS MERION FACILITY WHICH IS OPEN TO STUDENTS AND FACULTY, AND CAN BE AVAILABLE TO THE GENERAL PUBLIC BY APPOINTMENT.EXPENSES FOR COLLECTIONS CARE INCLUDES A PRO-RATA SHARE OF DEPRECIATION AND OTHER FACILITY COSTS ALL LOCATIONS.

4b	(Code: ) (Expenses $ 7,184,497 including grants of $ ) (Revenue $ 3,911,687 )
	THE FOUNDATION'S PERMANENT COLLECTION GALLERY IN PHILADELPHIA IS OPEN TO THE PUBLIC SIX DAYS PER WEEK, WITH 2015 VISITATION OF APPROXIMATELY 240,000 VISITORS. APPROXIMATELY 13% OF THOSE VISITORS WERE MEMBERSHIP SUPPORTERS OF THE BARNES FOUNDATION. A GALLERY SHOP IS OPERATED IN CONNECTION WITH THE PROGRAM OF PUBLIC VISITATION WHICH SELLS REPRODUCTIONS, PUBLICATIONS AND OTHER ITEMS RELATED TO THE ART COLLECTION AND ARBORETUM. THE FOUNDATION ALSO PROVIDES ENTERTAINING PRIVILEGES TO ITS MEMBERS, AND IN 2015 THE FOUNDATION HOSTED 167 SPECIAL EVENTS WITH A TOTAL OF APPROXIMATELY 15,000 GUESTS.THE FOUNDATION'S ARBORETUM IS OPEN TO THE PUBLIC ON SELECTED DAYS OF THE WEEK SEASONALLY. OVER 1,900 GUESTS VISITED THE ARBORETUM FROM MAY THROUGH OCTOBER OF 2015.PROGRAM EXPENSES FOR VISITATION INCLUDES A PRO-RATA SHARE OF DEPRECIATION AND OTHER FACILITY COSTS FOR ALL LOCATIONS.

4c	(Code: ) (Expenses $ 2,798,053 including grants of $ ) (Revenue $ 251,254 )
	THE FOUNDATION SPONSORS SEPARATE THREE-YEAR CERTIFICATE PROGRAMS IN HORTICULTURE AND ALSO IN ART AND AESTHETICS. IN ADDITION, IT HOLDS SPECIAL WORKSHOPS AND EDUCATIONAL PUBLIC PROGRAMS RELATED TO ITS COLLECTION AND EXHIBITION PROGRAMS, AS WELL AS TOPICS OF GENERAL INTEREST.IN COLLABORATION WITH THE SCHOOL DISTRICT OF PHILADELPHIA, THE FOUNDATION HAS DEVELOPED GRADE-SPECIFIC OUTREACH PROGRAMS THAT COMBINE IN-CLASS LEARNING, LED BY FOUNDATION EDUCATORS, WITH A STRUCTURED TOUR OF THE FOUNDATION'S ART COLLECTIONS. THESE PROGRAMS ARE DESIGNED TO DEVELOP STUDENT'S ART APPRECIATION AND REINFORCE READING COMPREHENSION, MATH SKILLS AND KNOWLEDGE OF SCIENCE, HISTORY AND SOCIAL STUDIES, DEPENDING ON THE GRADE LEVEL. THESE PROGRAMS SERVED APPROXIMATELY 7,000 PHILADELPHIA SCHOOL CHILDREN IN 2015. IN ADDITION, DOCENT-LED TOURS ARE AVAILABLE FOR SCHOOL GROUPS IN GRADES KINDERGARTEN THROUGH UNDERGRADUATE LEVELS WHICH SERVED AN ADDITIONAL 3,200 STUDENTS IN 2015. THE FOUNDATION HAS ALSO DEVELOPED EDUCATIONAL FAMILY PROGRAMS. IN 2015, OVER 215 PROGRAMS WERE PRESENTED WHICH SERVED APPROXIMATELY 8,300 ATTENDEES. THESE EDUCATIONAL PROGRAMS ARE HELD IN THE GALLERIES AS WELL AS MULTI-PURPOSE ROOMS THROUGHOUT THE FOUNDATION'S PHILADELPHIA FACILITY.PROGRAM EXPENSES FOR EDUCATION INCLUDES A PRO-RATE SHARE OF DEPRECIATION AND OTHER FACILITY COSTS.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses17,208,643

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) DIANA D DUNCAN........................................................................ SR VP, EXTERNAL AFFAIRS	40.00 .......................	X	192,302	0	5,560
(19) JAN ROTHSCHILD........................................................................ SVP FOR COMMUNICATIONS	40.00 .......................	X	233,452	0	22,501
(20) STEVEN BRADY........................................................................ DIRECTOR OF INFORMATION TE	40.00 .......................	X	118,096	0	14,930
(21) VINCENT D'ANTONIO........................................................................ SNR DIR OF OPERATIONS & GR	40.00 .......................	X	168,754	0	5,939
(22) SHARA POLLIE........................................................................ SENIOR DIRECTOR OF DEVELOPMENT	40.00 .......................	X	134,000	0	14,271

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	1,617,964	0	116,333

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d
e	Government grants (contributions)		1e	48,775

f	All other contributions, gifts, grants, and similar amounts not included above		1f	16,217,925

g	Noncash contributions included in lines 1a-1f:$
h Total.Add lines 1a-1f.......		16,266,700

			Business Code
2a	ADMISSION	900099	3,894,635	3,894,635
b	SPECIAL EVENTS	900099	573,429		573,429
c	PUBLICATIONS	900004	267,807	267,807
d	EDUCATION	611600	251,254	251,254
e
f	All other program service revenue.
g Total.Add lines 2a–2f.....			4,987,125

3 Investment income (including dividends, interest, and othersimilar amounts) ..........			1,260,923			1,260,923
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss)......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory		66,948,855
b	Less: cost or other basis and sales expenses		61,742,279
c	Gain or (loss)		5,206,576
d	Net gain or (loss).....			5,206,576			5,206,576
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
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..
10a	Gross sales of inventory, less returns and allowances ..
	a		1,691,976
b	Less: cost of goods sold ..b		1,066,893
c	Net income or (loss) from sales of inventory..			625,083		294,557	330,526
Business Code			Miscellaneous Revenue
11a	LICENSING & MERCHANDISING		900099	22,133			22,133
b	MISCELLANEOUS INCOME		900099	17,352	17,352
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			39,485
12	Total revenue. See Instructions......			28,385,892	4,431,048	294,557	7,393,587

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	1,280,481	261,817	844,782	173,882
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	5,716,961	4,234,579	457,394	1,024,988
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	109,262	75,952	9,228	24,082
9	Other employee benefits .......	676,984	486,592	83,794	106,598
10	Payroll taxes ...........	560,331	386,989	77,319	96,023
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	-250,388	-290,994	40,606
c	Accounting ...........	107,050		107,050
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17	228,397			228,397
f	Investment management fees ......	383,242		383,242
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	3,515,899	3,104,713	366,026	45,160
12	Advertising and promotion ....	444,624	444,624
13	Office expenses .......	422,331	251,395	44,421	126,515
14	Information technology ......	193,018	147,115	19,126	26,777
15	Royalties ..
16	Occupancy ...........	2,038,123	1,637,840	392,202	8,081
17	Travel ............	167,152	138,590	15,216	13,346
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	31,168	21,975	4,279	4,914
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	5,366,742	5,127,135	212,984	26,623
23	Insurance ...	433,604	423,338	9,125	1,141
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	MISCELLANEOUS	961,886	550,160	70,377	341,349
b	CREDIT CARD FEES	294,899	206,823	32,470	55,606
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	22,681,766	17,208,643	3,169,641	2,303,482
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			15,497	1	5,211
2	Savings and temporary cash investments .........			13,633,005	2	9,800,243
3	Pledges and grants receivable, net ......			7,638,024	3	2,181,263
4	Accounts receivable, net .............			61,480	4	134,809
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net ....				7
8	Inventories for sale or use ........			812,335	8	1,299,559
9	Prepaid expenses and deferred charges ......			534,918	9	1,277,139
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	141,374,796
b	Less: accumulated depreciation	10b	28,647,545	117,907,823	10c	112,727,251
11	Investments—publicly traded securities .			55,761,604	11	65,647,342
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			6,584,227	15	6,414,602
16	Total assets. Add lines 1 through 15 (must equal line 34)...			202,948,913	16	199,487,419

17	Accounts payable and accrued expenses .....	1,495,025	17	1,624,220
18	Grants payable ...		18
19	Deferred revenue .........	1,000,000	19	136,838
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
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		25
26	Total liabilities. Add lines 17 through 25..	2,495,025	26	1,761,058

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	124,980,252	27	118,891,283
28	Temporarily restricted net assets ...........	22,557,228	28	15,749,114
29	Permanently restricted net assets	52,916,408	29	63,085,964
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund ...		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	200,453,888	33	197,726,361
34	Total liabilities and net assets/fund balances ........	202,948,913	34	199,487,419