colonial williamsburg foundation 54 : 0505888...

OMB No 1545-0047

` Form 990 .Return of Organization Exempt From Income Tax 200 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung

benefit trust or private foundation) ~ ~ . ~ . Department of the Treasury Internal Revenue Service t the organization may have to use a copy of this return to satisfy state reporting req uiremen ts ~ -

A For the 2004 calendar year, or tax year beginning , 2004, and ending , 20

B Check if applicable Please C Name of organization D Employer Identification number °S8 i

or RS

Address change label COLONIAL WILLIAMSBURG FOUNDATION 54 : 0505888 - print or Number and street (or P O box rf mail is not delivered to street address) Room/swte E Telephone number Name change

Initial return ~~ P.O. BOX 1776 (757) 229-1000 Specific City or town, state or count and ZIP + 4 F Accounting method D Cash 0 Accrual [] Final return inscruc-

Amended return tions WILLIAMSBURG, VA 23187-1776 El Other (spec dy)

Application pending " Section 501(c)(3) organizations and 4947(e)(1) nonexempt charitable H and I ere not applicable to section 5270rqellizatronFV-1s. I F_1

trusts must attach e completed Schedule A (Form 990 or 990-EZ).

G Website: hvww.colonialwilliamsburg.org

H(a) Is this a group return for a(tiliates Yes Nn H(b)If"Yes,"enter number o(affiliates o ----------------H(c) Are all affiliates included D Yes D No

(I( "No," attach a list. See instructions ) H(d) Is this a separate return tiled by an

organization covered by a group rulings El Yes D Nn Number I Group Exemption

M Check t to attach Sch . B

if the organization is not required Form 990, 990-EZ, or 990-PF) . L Gross receipts . Add lines 6b, Sb, 9b, and 10b to line 12 t

18 of the instructions .'

10c 2 11 12 17

14 18,445 , 301 15 9.122 .186

979,878,814 Form 990 (2004)

J Organization type (check only one) 10, FXI 501(c) ( 3 ) 4 (insert no .) 0 4947(a)(1) or D 527

K Check here t D it the organization's gross receipts are normally not more than $25,000 The organization need not file a return with the IRS, but rf the organization received a Form 990 Package in the mad, d should file a return without financial data Some states require e complete return .

w-,3 I - an Revenue, Expenses, and Changes in Net Assets or Fund Balances See 1 Contributions, gifts, grants, and similar amounts received : a Direct public support . . . . . . . . . . . . . 1a 27 801 666 b Indirect public support . . c Government contributions (grants) . . . . . . . . 1c 1486 159 d Total (add lines 1a through ic) (cash $ 26,717,707 noncash $ 2,570,118 2 Program service revenue including government fees and contracts (from Part VII, line 93) 3 Membership dues and assessments . . . . . . . 4 Interest on savings and temporary cash investments . 5 Dividends and interest from securities . . . 6a Gross rents . . . . . . . . . . . . . . , , . 6a . 16 865 792

b Less' rental expenses . . . . . . . . . . . , , 6b 9,877,775

c Net rental income or (loss) (subtract line 6b from line 6a) . 7 Other investment income (describe

c (A) Securities (B) Other 8a Gross amount from sales of assets other than inventory . . . . . . . . 507 ,286 ,800 8a 35,191 ,069

b Less . cost or other basis and sales expenses . 480,253 ,228 8b 9,350 ,887 c Gain or (loss) (attach schedule) . . , 27 ,033 ,572 8c 25,840,182 d Net gain or (loss) (combine line Sc, columns (A) and (B)) .

9 Special events and activities (attach schedule) . If any amount is from gaming, check here 10. El a Gross revenue (not including $ of

contributions reported on line ia) . . . . . . . . , 9a b Less' direct expenses other than fundraising expenses . 9b c Net income or (loss) from special events (subtract line 9b from line 9a)

10a Gross sales of inventory, less returns and allowances . , 10a 40341614 b Less : cost of goods sold . . . . . . . . . . , 10b 18 ,570,942 c Gross profit or (loss) from sales of inventory (attach schedule) (subtract line 10b from line 10a) .

11 Other revenue (from Part VII, line 103) 12 Total revenue (add lines 1 d, 2, 3, 4, 5, 6c, 7, Sd, 9c, 1 c, an , ;

13 Program services (from line 44, column (B)) . 14 Management and general (from line 44, column (C)) R . Noy 2 . g 2 U5 15 Fundraising (from line 44, column (D)) . . . . `o

w 16 Payments to affiliates (attach schedule) . 17 Total expenses (add lines 16 and 44, column A

18 Excess or (deficit) for the year (subtract line 17 from line 19 Net assets or fund balances at beginning of year (from line 73, column (A)) . 20 Other changes in net assets or fund balances (attach explanation) . 21 Net assets or fund balances at end of ear combine lines 18, 19, and 20

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions . MGA Line 6(b)-See Att.l ; Line 8-See Att II; Line 10-See Att . III ; Line 20-See Att. XXI

1d 2

4 ~ 687,193 5 12.287 .485

7

9c f 0 _

17 142 18 31

Historic Area - See Attachment VI ---------------------------------------------------------------------------------------------------------------------- The Historic Area is a 301-acre outdoor living museum with over 600 original_and . _ _, _ _ . _ . _ _ _ . _ _ _ _ _ _ _ ., _ _ _ _ _ . . resconstructed houses, outbuildings, shops,. taverns, and. Public build ings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(Grants and allocations $ ) 47,301,327 Products-See Attachment VI Change, targeted growth, and brand expansion characterizes 2004 for the Colonial ------------------------------------ -------------------------------------------------------------------------- Williamsburg Foundations's products division.

(Grants and allocations $ ) 27,252,487 Taverns and Colonial Houses-See Attachment VI Ideal for guests who wish_to fully immerse themselves in the 18th-century, Colonial Williamsburg offers authentic period_accomodations in the Historic Area where our founding families once lodged. (Grants and allocations $ ) 16,753 ,434 Research and Collections & Museums-See Attachment VI The reseach division participates in preservation, conservation, writing and publishing, and web site development. Collections provides the objects necessary to accurately recreate the environment of 18thC Williamsbur . (Grants and allocations $ ) 15 , 963 ,856

e Other program services (attach schedule) Grants and allocations $ 7 ,590,687 f Total of Program Service Expenses (should equal line 44, column (B), Program services) . . . ~ 114,861,791

Form 990 (2004) Line 22-See Att. XX ; Line 42-See Att . N; Part III, line e - Educational Outreach

Form 9c0 (2004

Statement of All organizations must complete column (A) Column (B), (C), and (D) are required for section 501(c)(3) and (4) organizations Functional Expenses and section 4947(a)(1) nonexerrpt charitable trusts but optional for others (See page 22 of the instructions)

DO not include amounts reported O!1 line (A) Total (B) Program (C) Management (D) Fundraising 6b, 8b, 9b, 10b, or 76 of Part l. services and general

22 Grants and allocations (attach schedule) . . . . .»» (cash $ 3,000 noncash $ ) 22 3 ,000 3 ,000

23 Specific assistance to individuals (attach schedule) 23

24 Benefits paid to or for members (attach scheduled 24

25 Compensation of officers, directors, etc . . . 25 2,694,951 779,576 ,1,790,329 125,046

26 Other salaries and wages . . . , . , , 26 44,905,707 32,759,449 10,237,810 1,908,448

27 Pension plan contributions 28 Other employee benefits . . . . , , , 28 7,140,557 4,886,931 1,960,564 293,062

29 Payroll taxes . . . . . . . . . , , 29 4,440,793 2,710,576 1,565,873 164,344

30 Professional fundraising fees . . . . . , 30 81,859 0 0 81,859

31 Accounting fees . . . . . . . . , , 31 150,600 0 150,600 0

32 Legal fees . . . . . . . , , , , , 32 142,055 0 142,055 0

33 Supplies . . . . . . . . , , , , 33 2,777,141 2,476,937 246,327 53,877

34 Telephone . . . . . . . . , , , , 34 539,917 568,368 (63,190) 34,739

35 Postage and shipping . . . . , , , , 35 8,814,623 3,718,537 72,556 5,023,530

36 Occupancy . . . . . , , , , , . 36 8,974,236 7,682,545 1,289,123 2,568

37 Equipment rental and maintenance . . . , 37 6,237,815 3,736,710 2,355,444 145,661

38 Printing and publications . . . , , , . 38 2,560,096 2,533,313 17,722 9,061

39 Travel . . . . , , , , , , , . . 39 773,148 559,638 102,548 110,962

40 Conferences, conventions, and meetings 40 603,669 253,125 343,952 6,592

41 Interest . . . . . . , , , , , . . 41 2,549,121 1,073,399 1,475,722 0

42 Depreciation, depletion, etc . (attach schedule) 42 11,025,990 8,697,535 2,298,293 30,162

43 Other expenses not covered above (itemize) . a See Att .. V 43a 38,014,000 42,422,152 (5,540,427) 1,132,275

43b 43c ---------------------------------------------------

d 43d 43e

44 Total functional expenses (add lines 22 through 43) Organizations completina columns IBl-(Dl. carry these totals to lines 13-15 . 44 142.429.278 114.861.791 18.445 .301 9.122 .186

Joint Costs. Check t E] if you are following SOP 98-2 . Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program services? . 1 D Yes NJ No If "Yes ;" enter (i) the aggregate amount of these point costs $ ; (II) we amount allocated to Program services $ (iif) the amount allocated to Management and general $ ; and (iv) the amount allocated to Fundraising $ 02.1091 Statement of Program Service Accomplishments See page 25 of the instructions . What is the organization's primary exempt purpose? t Education. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Program Service

Expenses All organizations must describe their exempt purpose achievements in a clear and concise manner State the number ~�~ro~~~c(~and of clients served, publications issued, etc Discuss achievements that are not measurable . (Section 501(c)(3) and (4) (~~,~a)(1) organizations and 4947(a)(1) nonexempt charitable trusts must also enter the amount of grants and allocations to others ) ul"s' ~ °'

Form 990 (2004)

Balance Sheets (See page 25 of the instructions .)

Note : Where required, attached schedules and amounts within the description (A) (B) column should be /or end-of-year amounts only. Beginning of year End of year

45 Cash-non-interest-bearing . . . . . . . . . . , , , 210,455 45 199,455

46 Savings and temporary cash investments . . . . . . . . , 17,806,705 46 11,712,489

47a Accounts receivable . . . . . . , 47a 4,963,368

b Less : allowance for doubtful accounts . 47b 65,039 4,594,782 47c 4,898,329

48a Pledges receivable . . . . , , , 48a12,079,707

b Less : allowance for doubtful accounts . 48b 0 14,279,076 48c 12,079,707

49 Grants receivable . . . . . . . . . . . . . . . . 49

50 Receivables from officers, directors, trustees, and key employees (attach schedule) . . . . . . . . . . . . . . . . . 50 55,850

51 a Other notes and loans receivable (attach 51a 891284 schedule) .

b Less : allowance for doubtful accounts . 51b 0 891,284 51c 891,284 N -52 Inventories for sale or use . . . . . . . , , , , , . _ 13,381,549 52 13,457,910

53 Prepaid expenses and deferred charges . . . . , , 12,011,297 53 13,431,497

54 Investments-securities (attach schedule) . . t El Cost [N FMV 634,739,838 54 688,894 347

55a Investments-land, buildings, and equipment: basis . . . . . . . . 55a

b Less : accumulated depreciation (attach 0 55c schedule) . . . . . . . . . . , 55b

56 Investments-other (attach schedule) . . .

, , , . , . 97,131,207 56 97,131,207

57a Land, buildings, and equipment: basis . 57a 565,121,092

b Less : accumulated depreciation (attach schedule) . . . . . 57b 179,208,293 376,630,243 57c 385,912,799

58 Other assets (describe t See Att . XI ~ ~ 47,551,945 58 54,763,981

59 Total assets (add lines 45 through 58 (must equal line 74 . 1,219,228,381 59 1,283,428,855

60 Accounts payable and accrued expenses . . . . . . . . , 21,523,804 60 22 688,599

61 Grants payable . . . . . . . . . . . . . . . . . . 61

62 Deferred revenue . . . . . . . . . . . . . . . . . 62 _ d 63 Loans from officers, directors, trustees, and key employees (attach

63 . schedule) . . . . . . . . . . . . . . . . . . . . _ 64a Tax-exempt bond liabilities (attach schedule) . . . . . , . , 68,120,000 64a 68,120,000

b Mortgages and other notes payable (attach schedule) . . . . . 175,559,133 64b 171 193,514 65 Other liabilities (describe t See Att. XIII ~ 40,641,420 65 41,547,928

66 Total liabilities (add lines 60 through 65 . 305,844,357 66 303,550 041

Organizations that follow SFAS 117, check here ~ ~ and complete lines y 67 through 69 and lines 73 and 74 .

687 274,405 67,. 739 ,396 ,515 v 67 Unrestricted . 68 Temporarily restricted . . . . . . . . . . . . . , . , 44,377,122 gg 43,412,768

m 69 Permanently restricted . . . . . . . . . . , , . , . 181,732,497 gg 197,069,531

Organizations that do not follow SFAS 117, check here t El and complete lines 70 through 74 .

`0 70 Capital stock, trust principal, or current funds . . . . . . . . 70 71 Paid-in or capital surplus, or land, building, and equipment fund 71

y 72 Retained earnings, endowment, accumulated income, or other funds 72 73 Total net assets or fund balances (add lines 67 through 69 or lines

70 through 72 ; ' :. column (A) must equal line 19 ; column (B) must equal line 21) . . 913,384,024 73 979,878,814

74 Total liabilities and net assets / fund balances add lines 66 and 73 1,219,228,381 74 1,283,428,855

Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular organization . How the public perceives an organization in such cases may be determined by the information presented on its return . Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments. Line 50-See Att. XXIII ; Line 51(a)-See Att . VII ; Line 54-See Att . VIII ; Line 56-See Att. IX ; Line 57-See Att. X ; Line 64-See Att . XII

Form 990 (2004)

Reconciliation of Revenue per Audited = Reconciliation of Expenses per Audited Financial Statements with Revenue per Financial Statements with Expenses per Return (See page 27 of the instructions .) 7 Return

a Total revenue, gains, and other support a Total expenses and losses per T per audited financial statements . t a 277 ,852,108 audited financial statements . , t a ' : 225 ,905,735

b Amounts included on line a but not on b Amounts included on line a but not line 12, Form 990' on line 17, Form 990:

(1) Net unrealized gains (1) Donated services on investments . . $ 34,740,055 and use of facilities $

(2) Donated services (2) Prior year adjustments and use of facilities $ reported on line 20,

(3) Recoveries of prior Form 990 . . . . $ year grants . . $ (3) Losses reported on

(4) Other (specify) : line 20, Form 990 . $ Rental Expenses ___ ,, (4) Other (Specify) : - ---------------COGS . $ 28,448,717 Rental Expenses

$ 28,448,717 " " Add amounts on lines (1) through (4) t b 63 , 188 ,772 COGS

Add amounts on lines (1) through (4)t b 28 ,448,717 m c Line a minus line b . . . . , t C 214 ,663,336 c Line a minus line b . . . . , t c 197 ,457 ,018

d Amounts included on line 12, ' d Amounts included on line 17, Form 990 but not on line a: Form 990 but not on line a:

(1) Investment expenses (1) Investment expenses , ., "" not included on line not included on line 6b, Form 990 . . . $ 6b, Form 990 . . $ ,

(2) Other (specify) : (2) Other (specify) : Consolidated Consolidated Revenues . ---------- $ (40,479,323) , ; Expenses . . . . . . . . . . . $ (55,027,737) , ��,

Add amounts on lines (1) and (2) d (40 ,479,323 ) Add amounts on lines (1) and (2) t d (55,027 ,737 )

e Total revenue per line 12, Form 990 e Total expenses per line 17, Form 990 line c plus line d . . , 1001 e 174,184,013 line c plus line d , t e 142,429,281

List of Officers, Directors, Trustees, and Key Employees (List each one even if not compensated; see page 27 of the instructions .)

(B) Title and average hours per I (C) Compensation I (D) Contributions to I (E) Expense week devoted to position (Ii not paid, enter employee benefit plans & account and other

-0-.) deferred comoensauon allowances

---------------------------------------------------------------

Part IV-The audited financial statements are prepared on a consolidated basis .

(A) Name and address

See Attachments XIV and XV

--------------------------------------------------------------

--------------- -----------------------------------------------

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75 Did any officer, director, trustee, or key employee receive aggregate compensation of more than $100,000 from your organization and all related organizations, of which more than $10,000 was provided by the related organizations? ,t El Yes X] No If "Yes," attach schedule-see page 28 of the instructions .

Form 990 (2004)

Yes No

76 X 77 X

78a X 78b X 79 X

SOa , . X

81 b X . .

82a X

16 Did the organization engage in any activity not previously reported to the IRS? If "Yes," attach a detailed description of each activity . 77 Were any changes made in the organizing or governing documents but not reported to the IRS?

If "Yes," attach a conformed copy of the changes. 78a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return?

b If "Yes," has it filed a tax return on Form 990-T for this year? . . . . . . 79 Was there a liquidation, dissolution, termination, or substantial contraction during the year? If "Yes," attach a statement 80a Is the organization related (other than by association with a statewide or nationwide organization) through common

membership, governing bodies, trustees, officers, etc., to any other exempt or nonexempt organization? b If "Yes," enter the name of the organization t .______ . . .__ ._ . . .___ .___ . . . . .__ ._ . . ._____ ._ . ._ . .___ .________ . . ._ ._ ._

-- ------------------------------------------------------ and check whether it is exempt or El nonexempt.

81a Enter direct and indirect political expenditures . See line 81 instructions . . . I b Did the organization file Form 1120-POL for this year? . . . . . . . .

82a Did the organization receive donated services or the use of materials, equipment, or facilities at no charge or at substantially less than fair rental value? . . . . . . . . . . .

b If "Yes," you may indicate the value of these items here . Do not include this amount as revenue in Part I or as an expense in Part II . (See instructions in Part III .) .

83a Did the organization comply with the public inspection requirements for returns and exemption applications? b Did the organization comply with the disclosure requirements relating to quid pro quo contributions? .

84a Did the organization solicit any contributions or gifts that were not tax deductible? b If "Yes," did the organization include with every solicitation an express statement that such contributions

or gifts were not tax deductible? . . . . . . . . . . . . . . . 85 501(c)(4), (5), or (6) organizations . a Were substantially all dues nondeductible by members? .

b Did the organization make only in-house lobbying expenditures of $2,000 or less? . If "Yes" was answered to either 85a or 85b, do not complete 85c through 85h below unless the organization received a waiver for proxy tax owed for the prior year.

c Dues, assessments, and similar amounts from members. . . . . . , , , 85c d Section 162(e) lobbying and political expenditures . . . . . . . . . , , 85d e Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices . . . , 85e f Taxable amount of lobbying and political expenditures (line 85d less 85e) . . . 85f g Does the organization elect to pay the section 6033(e) tax on the amount on line 85f? h If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85f to its

reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86 501(c)(7) orgs . Enter: a Initiation fees and capital contributions included on line 12 . . 86a b Gross receipts, included on line 12, for public use of club facilities . . . . , 86b

87 501(c)(12) orgs. Enter: a Gross income from members or shareholders . b Gross income from other sources. (Do not net amounts due or paid to other

sources against amounts due or received from them .)

83a x I

85b --------

L59

85h

88 At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or ., partnership, or an entity disregarded as separate from the organization under Regulations sections 301 .7701-2 and 301 .7701-3? If "Yes," complete Part IX . . . . . . . . . . . . . . . . , , 88 X

89a 501(c)(3) organizations. Enter: Amount of tax imposed on the organization during the year under: section 4911 t ; section 4912 t ; section 4955

b 501(c)(3) and 501(c)(4) orgs . Did the organization engage in any section 4958 excess benefit transaction during the year or did it become aware of an excess benefit transaction from a prior year? If "Yes," attach a statement explaining each transaction . . . . . . . . . . . . . . . . . . . . , . . 89b X

c Enter Amount of tax imposed on the organization managers or disqualified persons during the year under sections 4912, 4955, and 4958 . . . . . . . . . . . . . . . . . . . . . . . . t

d Enter: Amount of tax on line 89c, above, reimbursed by the organization . . . . . . . . . 1 90a List the states with which a copy of this return is filed t See-Attachment XIX

b Number of employees employed in the pay period that includes March 12, 2004 (See instructions .) 1 90b I 1,507 229-1000 91 The books are in care of t Colonial Williamsburg

---- - ------------- ------------- Foundation . . . . . . , Telephone no . t 057). . . . . . . . . . . . . . . . . . . . . . . . . .

P. O. Box 1776 Williamsbur VA 23187-1776 Located at t----------------'--------------g-'----------------------------------------- ZIP + 4 t--------------------------------------- 92 Section 4947(a)(1) nonexempt charitable trusts filing Form 990 m lieu of Form 1041-Check here . . . . . . . . t [~

and enter the amount of tax-exempt interest received or accrued during the tax year . . t I 92 I Form 990 (2004)

Form 990 (2004)

Other Information (See gape 28 of the instructions .

Information Regarding Taxable Subsidiaries and Disregarded Entities See a e 34 of the instructions . A~

Name, address, and IN of corporation, Percentage (8 )

of (C) (D) End-of-year apartnershi p , or disregarded entity ownershi p interest Nature of activities Total income assess

Colonial Williamsburg Company 100.00 °/, Hotel & Restaurant 56,977,370 13,972,127 P.O. Box 1776 Williamsburg, VA 23187-1776

%54-1254106 Information Regarding Transfers Associated with Personal Benefit Contracts (See page 34 of the instructions .)

(a) Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? 11 Yes X No (b) Did the organization, during the year, pay premiums, dire Note : If "Yes" to b ,file Form 8870 and Form 4720 see in

Under penalties of penury, I declare that I have examined this return, i and belief, d is true, correct, and complete Declaration of preparer

Please kati~- 4 Sign

' Signature of officer Here ' Katherine H . Whitehead

Type or print name and title

Paid Preparer's signature Preparer's Firm's name (or yours ,

USE Only it self-employed), address, and ZIP + 4

Form 990 (2004)

1301199-Analysis of Income-Producing Activities See page 33 of the instructions . 'Note : Enter gross amounts unless otherwise Unrelated business income Excluded by section 512, 513, or 514 (E)

Related or indicated. (A) (B) (C) (D) exempt function 93 Program service revenue : Business code Amount Exclusion code Amount income

Admissions 23,751,719 -Royalties 15 2,873,636 Taverns & Colonial Houses 18,411,447 -Historic Area Rentals 16 695,689

e See Att. XXII 42 50,000 2,903,791

f Medicare/Medicaid payments . . . . . _ g Fees and contracts from government agencies _

94 Membership dues and assessments . 95 Interest on savings and temporary cash investments 900003 629,019 58,174

96 Dividends and interest from securities . . 14 12,287,485

97 Net rental income or (loss) from real estate : a debt-financed property . . . . . , , 531120 (25,050)

b not debt-financed property . . . . , , 900003 192,322 16 6,820,745

98 Net rental income or (loss) from personal property _ 99 Other investment income . . . . , , 525990 178,925

100 Gain or (loss) from sales of assets other than inventory 900003 (311,178) 18 53,184,932

101 Net income or (loss) from special events . _ 102 Gross profit or (loss) from sales of inventory 453220 3,773,563 17,997,109

103 Other revenue : a Miscellaneous 03 743,456 Theatre 511120 180,005 Advertising 323100 253,858 Parking Fees 03 246,541

e 104 Subtotal (add columns (B), (D), and (E)) . . 4,871,464 76,960,658 63,064,066

105 Total (add line 104, columns (B), (D), and (E)) . . . . . . . . . . . . . , . . t 144,896,188 Note : Line 105 plus line 1d, Part l, should equal the amount on line 12, Part l .

Relationshi p of Activities to the Accomplishment of Exempt Purposes See page 34 of the instructions .

Line No . Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes) .

See Attachment XVI

SCHEDULE A Organization Exempt Under Section 501(c)(3) (Form 990 or 990-EZ) (Except Private Foundation) and Section 501(e), 501(f), 501(k),

501(n), or Section 4947(a)(1) Nonexempt Charitable Trust

Department of the Treasury Supplementary Information-(See separate instructions.)

Internal Revenue Service " MUST be completed by the above organizations and attached to their Form 990 or 990-EZ 2004

Name of the organization

COLONIAL WILLIAMSBURG FOUNDATION

Employer identification number

54'0505888

Columbia Direct Marketing

Annapolis. MD 21401 Direct Marketing

Warfield & Welsh, Inc.

Alexandria, VA 22314 Direct Marketing

721

Quad/Graphics Inc.

Graphic Design/Printing Atlanta, GA 31193 539,343 Total of others receiving over $50,000 f number or

:s professional se rvice s ;;# p 9 For Paperwork Reduction Act Notice, see the Instructions for Form 990 and Form 990-EZ. MGA Schedule A (Form 990 or 990-EZ) 2004

OMB No 1545-0047

Compensation of the Five Highest Paid Employees Other Than Off icers, Directors, and Trustees (See page 1 of the instructions . List each one . If there are none, enter "None")

(a) Name and address of each employee paid more (b) Title and average hours (d) Contributions to (e) Expense

than $50,000 per week devoted to position (c) Compensation employee benefit plans & account and other

P dnfarrad cnmnencafinn allnwaneac

Edward Allmann Director

more than 40 hours Williamsburg, VA 23185

Cynthia Williamson Director

more than 40 hours Williamsburg, VA 23185 131,358 10,171 0

Douglas Marry Director


Jeffrey Duncan Controller


Danny McDaniel Director

more than 40 hours Williamsburg, VA 23185 107,770 26,057 0 Total number I nmber of other employees paid over $50,000 . . . . . . . . . . . . 240

Compensation of the Five Highest Paid Independent Contractors for Professional Services (See page 2 of the instructions . List each one (whether individuals or firms) . If there are none, enter "None.")

(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service (c) Compensation

Arnold Worldwide LLC ------------------------------------------------------ ---------------------------------

Boston, MA 02284 Advertising

Culpepper, Mcauliffe & Meade

Architecture/Interior Design Atlanta, GA 30341

The organization is not a private foundation because it is : (Please check only ONE applicable box .)

5 El A church, convention of churches, or association of churches . Section 170(b)(1)(A)(i) . 6 D A school Section 170(b)(1)(A)(ii) . (Also complete Part V .) 7 El A hospital or a cooperative hospital service organization . Section 170(b)(1)(A)(ui) . 8 D A Federal, state, or local government or governmental unit . Section 170(b)(1)(A)(v) . 9 D A medical research organization operated in conjunction with a hospital . Section 170(b)(1)(A)(ui) . Enter the hospital's name, city,

and state " ------------------------------------------------------------------------------------------------------------------------------10 D An organization operated for the benefit of a college or university owned or operated by a governmental unit. Section 170(b)(1) (A)(iv) .

(Also complete the Support Schedule in Part IV-A .) 11a El An organization that normally receives a substantial part of its support from a governmental unit or from the general public . S action

170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A .) 11b D A community trust. Section 170(b)(1)(A)(vi) . (Also complete the Support Schedule in Part IV-A) 12 ~X An organization that normally receives : (1) more than 33'/x% of its support from contributions, membership fees, and gross

receipts from activities related to its charitable, etc ., 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) . (Also complete the Support Schedule in Part IV-A .)

13 D An organization that is not controlled by any disqualified persons (other than foundation managers) and supports organizations described m : (1) lines 5 through 12 above ; or (2) section 501(c)(4), (5), or (6), if they meet the test of section 509(a)(2) . (See section 509(a)(3) .)

Provide the following information about the supported organizations . (See page 5 of the instructions .) (b)Line number

from above (a) Name(s) of supported organization(s)

Line 2-See Att . XVII ; Line 3-See Att . XVIII

Schedule, A (Form 990 or 990-EZ) 2004 Page

Statements About Activities (See page 2 of the instructions .) Yes

1 During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendum? If "Yes," enter the total expenses paid or incurred in connection with the lobbying activities t $ (Must equal amounts on line 38, Part VI-A, or line i of Part VI-B .) . . . . . . . . . . . ~ Organizations that made an election under section 501(h) by fling Form 5768 must complete Part VI-A . Other organizations checking "Yes" must complete Part VI-13 AND attach a statement giving a detailed description of the lobbying activities .

2 During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any substantial contributors, trustees, directors, officers, creators, key employees, or members of their families, or with any taxable organization with which any such person is affiliated as an officer, director, trustee, majority owner, or principal beneficiary? (If the answer to any question is "Yes ;' attach a detailed statement explaining the transactions .) "

a Sale, exchange, or leasing of property? . . . . . . , . . . . . . . . . . . . . . , , 2a X

b Lending of money or other extension of credit? . . . . . . . . . . . . . . . . . . , , 2b X

c Furnishing of goods, services, or facilities? . . . . . . . . . . . . . . . . . . . . . , 2c X

d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)? . . . . , , 2d X

e Transfer of any part of its income or assets? . . . . . . . . . . . . . . . . . . . . . 2e X

3a Do you make grants for scholarships, fellowships, student loans, etc .? (If "Yes ;" attach an explanation of how you determine that recipients qualify to receive payments .) . . . . . . . . . . . . . . . . , 3a X

b Do you have a section 403(b) annuity plan for your employees? . . . . . . . . . . . . . , , 3b X

4a Did you maintain any separate account for participating donors where donors have the right to provide advice on the use or distribution of funds? . . . . . . . . . . . . . . . . . . . . . . . . 4a X

b Do you provide credit counseling, debt management, credit repair, or debt negotiation services?

Reason for Non-Private Foundation Status (See pages 3 through 6 of the instructions .)

14 E] An organization organized and operated to test for public safety . Section 509(a)(4) . (See page 5 of the instructions .) Schedule A (Form 990 or 990-EZ) 2004

c Add : Amounts from column (e) for lines : 15 129,939,432 16 0

17 292,716,925 20 0 21 0 . . . . . , ~ 27C 422,656,357

d Add : Line 27a total 10,746,787 and line 27b total 0 . . , . . . ~ 27d 10,746,787

e Public support (line 27c total minus line 27d total) . . . . . . . . . . . . ~ 27e 411,909,570

f Total support for section 509(a)(2) test : Enter amount from line 23, column (e) t 27i 525,751,467 . . ; {r{fr{{"",,'{� {{{�r{{{s "̀",,-

g Public support percentage (line 27e (numerator) divided by line 27f (denominator)) . . . . . . 0- ++279 78.35 h Investment Income percentage (line 18, column (e) (numerator) divided by line 27f (denominator)) " 27h 20.14 q,

28 Unusual Grants' For an organization described in line 10, 11, or 12 that received any unusual grants during 2000 through 2003, prepare a list for your records to show, for each year, the name of the contributor, the date and amount of the grant, and a brief description of the nature of the grant . Do not file this list with your return. Do not include these grants in line 15 .

Schedule A (Form 990 or 990-EZ) 2004

Schedule A (Form 990 or 990-EZ) 2004 Page 3

Support Schedule (Complete only if you checked a box on line 10, 11, or 12 .) Use cash method of accounting. Note: You may use the worksheet m the instructions for converting from the accrual to the cash method of accounting. Calendar year (or fiscal year beginning in) " (a) 2003 (b) 2002 (c) 2001 (d) 2000 (e) Total 15 Gifts, grants, and contributions received . (Do

not include unusual grants . See line 28 .) . 25,459,000 31,120,662 31,069,221 42,290,549 129,939,432

16 Membership fees received 17 Gross receipts from admissions, merchandise

sold or services performed, or furnishing of facilities m any activity that is related to the organization's charitable, etc ., purpose . 73,943,010 69,399,312 72,612,135 76,762,468 292,716,925

18 Gross income from interest, dividends, amounts received from payments on securities loans (section 512(a)(5)), rents, royalties, and unrelated business taxable income (less section 511 taxes) from businesses acquired by the organization after June 30, 1975 17,740,417 28,563,976 31,698,284 27,875,950 105,878,627

19 Net income from unrelated business activities not included in line 18 . . . . (1,238,946) 0 (1,416,275) (128,296) (2,783,517)

20 Tax revenues levied for the organization's benefit and either paid to it or expended on its behalf . . . . . . . . . . . 0

21 The value of services or facilities furnished to the organization by a governmental unit without charge . Do not include the value of services or facilities generally furnished to the public without charge . . . . . . . 0

22 Other income . Attach a schedule. Do not include gain or (loss) from sale of capital assets

23 Total of lines 15 through 22 . . 115,903,481 129,083,950 133,963,365 146,800,671 525,751,467 24 Line 23 minus line 17 . . 41,960,471 59,684,638 61,351,230 70,038,203 233,034,542 25 Enter 1% of line 23 1,159,035 1,290,840 1,339,634 1,468 07

26 Organizations described on lines 10 or 11 : a Enter 2% of amount in column (e), line 24 . . . . " 26a

b Prepare a list for y e o amount contributed bu y our records to show the name of and amont ontn ted b person (other e than each p a governmental unit or publicly supported organization) whose total gifts for 2000 through 2003 exceeded the M rr%rr%' ' amount shown in line 26a . Do not file this list with your return . Enter the total of all these excess amounts t 26b _

c Total support for section 509(a)(1) test : Enter line 24, column (e) . . . . . . . . . . . . , t 26c ..,.

d Add : Amounts from column (e) for lines: 18 19 . .... ..»... .. ..»»» . .»».».». 22 26b , , , , , , t 26d,

e Public support (line 26c minus line 26d total) . , . . . . . . . . . , . . . , . . , t 26e f Public support percentage (line 26e (numerator) divided by line 26c (denominator))

27 Organizations described on line 12 : a For amounts included in lines 15, 16, and 17 that were received from a "disqualified person," prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person ." Do not file this list with your return . Enter the sum of such amounts for each year :

(2003) . . . . . . . 2'032,561 --(2002) . . . . . . . 5'192,567 . . . . . . . . . . (2001) . . . . . . . - 2'535,3

- 31 . . . . . . . . . . (2000) 986,328

------------------------------------ ------------------------- b For any amount included in line 17 that was received from each person (other than "disqualified persons"), prepare a list for your records to

show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2) $5,000 . (Include in the list organizations described m lines 5 through 11, as well as individuals .) Do not file this list with your return. After computing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences (the excess amounts) for each year' (2003) --------~------------------ (2002) -------------------~---~--- (2001) --------------------------- (2000) .. . . . . . . . . . . . . . . . . . . . . . . . . .

35 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 ." attach an explanation


Schedule,A (Form 990 or 990-EZ) 2004 Page 4

Private School Questionnaire (See page 7 of the instructions .) To be completed ONLY b schools that checked the box on line 6 in Part IV

29 Does the organization have a racially nondiscriminatory policy toward students by statement m its charter, bylaws, Yes No_

other governing instrument, or m a resolution of its governing body? . . . . . . . . . . . . . . 29 ;; ;#, ::

30 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? . . . . . . . . . . . . . . . . . . . . . . . , , , f 30

31 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? . . . . . . . . . . . "3~' ' If "Yes," please describe ; if "No," please explain. (If you need more space, attach a separate statement.)

---------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------32 Does the organization maintain the following:

a Records indicating the racial composition of the student body, faculty, and administrative staff? . . , , , 32a .

b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory basis? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32b

c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing with student admissions, programs, and scholarships? . . , . . . . . . . . . . . . . , , 32c

d Copies of all material used by the organization or on its behalf to solicit contributions? . . 32d

If you answered "No" to any of the above, please explain . (If you need more space, attach a separate statement.) ---------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

e Educational policies? . . . . . . . . . . . . . . . . . . ,

f Use of facilities? . . . . , . . ., . . , , , . . . , . , .

g Athletic programs? . . . . . . . . . . . . . . . , . . .

h Other extracurricular activities? . . . . . . , . . . , . . . .

If you answered "Yes" to any of the above, please explain . (If you need more space, attach a separate statement.)

--------------------------------------------------------------------------------------------------------------------------- #

::;

34a Does the organization receive any financial aid or assistance from a governmental agency?

b Has the organization's right to such aid ever been revoked or suspended? , . If you answered "Yes" to ether 34a or b, please explain using an attached statement .

During the year, did the organization attempt to influence national, state or local legislation, including any Yes No Amount attempt to influence public opinion on a legislative matter or referendum, through the use of : a Volunteers . . . . . . . . . . . . . . . . . . . b Paid staff or management (Include compensation in expenses reported on lines c through h .) . %s~< "¬c Media advertisements . . . . . . . . . . . . . . . . . d Mailings to members, legislators, or the public . . . . . . . . . e Publications, or published or broadcast statements . . . . . . . i Grants to other organizations for lobbying purposes . . . . . . . g Direct contact with legislators, their staffs, government officials, or a legislative body . h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means

Total lobbying expenditures (Add lines c through h.) . . , . . . . . . . , . . . . . "'$""r'rr ~rr;%%' If "Yes" to any of the above, also attach a statement giving a detailed description of the lobbying activities .


Schedule A (Form 990 or 990-EZ) 2004 Page 5 Lobbying Expenditures by Electing Public Charities (See page 9 of the instructions .) (To be completed ONLY by an eligible organization that filed Form 5768)

Check t a D if the organization belongs to an affiliated group . Check t b 0 if you checked "a" and "limited control" provisions apply .

Limits on Lobbying Expenditures Affiliated group To be completed totals for ALL electing

(The term "expenditures" means amounts paid or incurred .) organizations

36 Total lobbying expenditures to influence public opinion (grassroots lobbying) 37 Total lobbying expenditures to influence a legislative body (direct lobbying) . . . . . 37 0 38 Total lobbying expenditures (add lines 36 and 37) . . . 39 Other exempt purpose expenditures . . . . . . . . . . . . . . . . . 39 142,429,278

40 Total exempt purpose expenditures (add lines 38 and 39) . . . . . . . . . . 40 142,429,278

41 Lobbying nontaxable amount . Enter the amount from the following table - Ym9 If the amount on line 40 is - The lobbying nontaxable amount is- ., Not over 50000 20% 0 of the amount on tine 4 0 . . 0 . o Over $500,000 but not over $1,000,000 . $100,000 plus 15% 01 the excess over $500,000 Over $1,000,000 but not over $1,500,000 . $175,000 plus 10% of the excess over $1,000,000 41 0 1,000,000

0 bt not over $17,000 , 000 . pus 5 / o of the excess over $1 , 500 ,000 $1 ,500 ,000 u I Over $225 ,000 Over $17,000,000 . . . . . . . . $1,000,000 . . . . . . . . . . . �� ».�.... . �,.��.».�, ,.H. .»�,»,...,.,......�.,

42 Grassroots nontaxable amount (enter 25% of line 41) . . . . . . . . . . . . ,,42r I 250,000

43 Subtract line 42 from line 36 . Enter -0- if line 42 is more than line 36 . 44 Subtract line 41 from line 38 . Enter -0- if line 41 is more than line 38 . . . . . . . 44 0

If th ere is an amount on either line 43 or line 44 You must file Form 4720 . Caution : e

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below .

See the instructions for lines 45 through 50 on page 11 of the instructions .)

Lobbying Expenditures During 4-Year Averaging Period

Calendar year (or (a) (b) (c) (d) (e) fiscal vear beainnina In) t 2004 2003 2002 2001 Total

45 Lobbying nontaxable amount . . . . . 1,000,000 1,000,000 1,000,01

46 of tiline ceiling amount e e 1Lobbying 1- (150% C)) �,., � , . . .

47 Total lobbying expenditures . . . . . . 1 0 1 0 1 6,000 1 111,190 1 117,190

48 Grassroots nontaxable amount . . . . . 250,000 250,000

f 49 Grass roots ceiling amount (150% of line 48(e)) � ,

50 Grassroots lobbying expenditures . . . . 0 0 0 0 0 Lobbying Activity by Nonelecting Public Charities (For reporting only by organizations that did not complete Part VI-A) (See page 11 of the instructions .

Schedule A (Forth 990 or 990-EZ) 2004 P2 2e s

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations (See page 11 of the instructions .)

51 Did the reporting organization directly or indirectly engage in any of the following with any other organization described in s action 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

a Transfers from the reporting organization to a noncharitable exempt organization of : Yes No-

(i) Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51a(l) X -

(ii) Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . , , , a ti X -

b Other transactions : (i) Sales or exchanges of assets with a noncharitable exempt organization . . . . . . . . . , , b(i) X-

(li) Purchases of assets from a nonchantable exempt organization . . . . . , . . . . . . , , b(II ) X_

(ill) Rental of facilities, equipment, or other assets . . . . . . . . . . . . . . . . . . , Will ) X

(iv) Reimbursement arrangements . . . . . . . . . . . . . . . . . . . . . , , , b ( iv ) X-

(v) Loans or loan guarantees . . . . . . . . . . . . . . . . . . . . . . . , , , b(v) X

(vi) Performance of services or membership or fundraising solicitations . . . . . . . . . . , , b (vi ) X-

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

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

52a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described m section 501(c) of the Code (other than section 501(c)(3)) or in section 5277 . . . . . . t D Yes X No


Attachment I

Total $ 9,877,775

Colonial Williamsburg Foundation E I N 54-0505888 Rental Expenses Form 990-Part I-Line 6(b) For the year ended 12/31 /04

Depreciation $ 5,310,050 Interest 4,037,159 Maintenance 925,137 Property Lease 160,881 Advertising 805,830 Property Tax 238,985 Utilities 192,833 Miscellaneous 183,773 Property Management 24,542 Supplies 1,624 Income Taxes (2,003,039)

COLONIAL WII.LIAMSBURG FOUNDATION Attachment D

E I N 54-0505888 GAIN OR LOSS ON SALE OF ASSETS FORM 990 - PART I - LINE S(B) FOR THE YEAR ENDED 12/31/04

GROSS ACQUIS DATE SALES AD1

DESCRIPTION DATE DISPOSED PRICE COST DEPR BASIS GA[Nl(LOSS)

Visitor Center Blue Parking Lot 9/30/01 1/1/04 0 432,772 50,490 382,282 (382,282)

Cascades Suites Demolition vanous venous 0 233,032 0 233,032 (233,032)

East Wing Demolition venous venous 0 516,856 0 516,856 (516,85

'fazwell Demolition venous venous 0 891,498 0 891,498 (891,498)

WiIIiamsburgLodge various various 0 1,547,061 0 1,547,061 (1,547,061)

Clancy & Theys Addition venous venous 0 146,553 0 146,553 (146,553)

Locker venous venous 20 0 0 0 20

Punters, Laserjet various 2/24/04 0 55,191 55,191 0 0

MAC 7500 1/1/98 2/24/04 0 4,070 4,070 0 0

PC XPSPl335 1/1/98 2/24/04 0 2,555 2,555 0 0

PC 350 1/1/98 2/24/04 0 5,024 5,024 0 0

Apple Select 360 Punter 1/1/98 2/24/04 0 1,566 1,566 0 0

Palace-Boiler Replc 111/88 11120104 0 57,949 57,949 0 0

PC, Dell Dimension 1/1/98 2/24/04 0 2,655 2,655 0 0

Laptop PC 1/1/98 2/24/04 0 5,007 5,007 0 0

JDA Inventory System Add Cost 6/30/97 2/24/04 0 17,076 17,076 0 0

Security 6/1/69 2/24/04 0 13,679 11,922 1,757 (1,757)

1200Balcarw/umbrellas 5/15/77 1/1/04 0 4,306 4,306 0 0

Camera P-111 w/eqwp 4/I5/77 1/1/04 0 8,884 8,884 0 0

Slide Projector w/eqwp 4/15/77 I/1/04 0 407 407 0 0

Canon F-1 Lenses 4/15/77 1/1/04 0 2,479 2,479 0 0

Misc Camera Equip 4/15/77 I/I/04 0 5,676 5,676 0 0

16mm Pro} & File Unit 7115177 1/I/04 0 5,796 5,796 0 0 Macbeth Viewer 6/30/78 1/1/04 0 676 676 0 0

6 Drawer File/Negatives 6/30/78 I/I/04 0 520 520 0 0 Arkay Camera Stand w/adpt 6/30/78 1/1/04 0 522 522 0 0

Dry Mounting Press 6/30/78 1/1/04 0 811 811 0 0

Omega Condenser/Enlarger 6/30/78 1/ll04 0 604 604 0 0 Canon A-1 Body 6/30/79 I/I/04 0 454 454 0 0

Pas One Camera 6130180 111104 0 7,083 7,083 0 0

Video Cassette Recorder 7/1/80 1/1/04 0 2,158 2,158 0 0

Color Receiver/Monitor 7/1/80 1/1/04 0 2,995 2,995 0 0

Hitachi Color Camera 7/1/80 1/1/04 0 28,690 28,690 0 0 Fuginon Lens (or Hitachi 7/1/80 1/1/O4 0 5,408 5,408 0 0

Sony Recorder CorHitachi 7/1/80 1/1/04 0 3,042 3,042 0 0 Misc Hope Equip-Reels Etc 7/1/80 1/1/04 0 7,378 7,378 0 0

O'ConnorFluid Head 711180 1/1/04 0 1,400 1,400 0 0 Canon Camera w/equip 7/1/80 I/I/04 0 4,965 4,965 0 0

Tanberg Tape Recorder 7/1/80 1/1/04 0 932 932 0 0 Sony Video Cassette Recorder 7/1/80 1/1/04 0 13,780 13,780 0 0 Pan Color Monitor w/equip 7/1/80 1/1/04 0 1,110 1,110 0 0

VDMBased Editor w/eqwp 7/1/80 1/1/04 0 14,971 14,971 0 0 Sony Video Record/Monitor 6/1/81 1/1/04 0 3,463 3,463 0 0

Orban Reverberation Unit 6/1181 I/I/04 0 839 839 0 0 Vault Rack w/StorageCans 6/1/81 1/1/04 0 2,592 2,592 0 0 Orban Stereo Synthesizer I/I/82 1/1/04 0 365 365 0 0 Orban Sibilance Con 111192 111104 0 417 417 0 0 BGW 50A Amplifier 1/1/82 1/1/04 0 363 363 0 0

Tcchmcs Turntable 1/t/82 1/1/04 0 606 606 0 0 CmemasoundGemmi System 1/1/82 1/1/04 0 2,095 2,095 0 0 Color Analyzer w/equip 1/1/82 1/1/04 0 5,543 5,543 0 0 Canon A-1 Body w/ Lens 1/1182 1/1/04 0 1,275 1,275 0 0 Slide Enlarger 6/1186 1/1/04 0 1,633 1,633 0 0 A3{G Preamplifier 6/1183 111104 0 224 224 0 0 Microfilm Capsule-AKG 6/1/83 1/1/04 0 215 215 0 0 Sharp Cassette 6/1/83 1/1/04 0 619 619 0 0 Pan Tech Cassette Deck 6/1/83 I/I/04 0 607 607 0 0 Gift ContaxCamera 6/1/83 1/1/04 0 1,000 1,000 0 0 Patch Bay/Amplifier 6/1/83 1/1/04 0 2,293 2,293 0 0 AKG Microphones 6/1/83 1/1/04 0 1,586 1,586 0 0

Clan Recorder 611183 111/04 0 3,588 3,588 0 0 Neuman U-87 Microphone 6/1/83 I/I/04 0 955 955 0 0

ForaxSlide Camera 6/1/84 1/1/04 0 26,294 26,294 0 0 TV/FiImLighting System 6/1/84 1/1/04 0 27,709 27,709 0 0

Mounted Find-R-Scope 11/30/85 1/1/04 0 1,313 1,313 0 0 Hazy Light 11/30/85 1/1/04 0 1,347 1,347 0 0 Mobile Film/AudioEquip 7/1/85 1/1/04 0 709,039 709,039 0 0

GoodkinDirect Projector 1/1/85 1/1/04 0 1,550 1,550 0 0 Graphic Technology Sys 1/1/85 1/1/04 0 1,408 1,408 0 0

GROSS ACQUIS DATE SALES ADJ

DESCRIPTION DATE DISPOSED PRICE COST DEPR BASIS GAIN/(LOSS) BV[J-800 3/4 Recorder 2/3/87 1/1/04 0 12,429 12,429 0 0 NEC26Data Monitor 1/1/89 1/1/04 0 3,952 3,952 0 0 Moden Encoder 6/30/80 1/1/04 0 977 977 0 0 Fire/Security Alarm Sys 5/31/85 2/24/04 0 369,911 369,911 0 0 2 Alarm Comm Controllers I/I/91 2/24/04 0 20,715 20,715 0 0 Monitaire .4irSample KU 6/1/81 2/24/04 0 1,937 1,937 0 0 Second Floor Corridor 1/1/90 1/1/04 0 7,975 7,975 0 0 Scanner, Fujitsu 1/1/96 2/24/04 0 5,016 5,016 0 0 Punters, Laseqet various 2/24/04 0 2,422 2,422 0 0 Uninterrupted Power Supply 9/30/95 1/1/04 0 20,314 20,314 0 0

Computer Connectivity 5/2198 111104 0 21,850 21,850 0 0 Data Communications 12/31/98 I/I/04 0 49,500 49,500 0 0

2 Port Arm Blades (or SW Boxes 10/31/98 1/1/04 0 53,295 53,295 0 0 Pwr Ups 60hz Umnterrupt P Sys 10/31/98 1/1/04 0 2,588 2,588 0 0

Network Station 300 16MB En venous 1/I/04 0 33,219 31,588 1,631 (1,631) HP 9-26B Hot Swap Hard Drive 7/12/00 2/24/04 0 1,511 1,083 428 (428)

HP 256MBIOOmhzEccSdram 7/12/00 2/24/04 0 1,133 812 321 (321) HPPII450mhzCPUUpgrade 7/12/00 2/24/04 0 1,545 1,107 438 (438) Cabinets for Magnetic Tape 6/30/94 1/1/04 0 3,422 3,422 0 0 Fiber Splices forPoint oCSale 1/1/94 1/1/04 0 1,297 1,297 0 0 WinngRevisions CorTelephone 1/1/94 1/1/04 0 3,000 3,000 0 0 Cabling and Repeater for Computer 111196 111104 0 8,021 8,021 0 0 Data Communication Racks 1/1/96 1/1/04 0 25,446 25,446 0 0 Tester for Telecom Testing 9/30/93 1/1/04 0 1,719 1,719 0 0 Feature Finder for Telecom 9/30/93 1/1/04 0 8,887 8,887 0 0 Telephone Recording Device 4/30/95 2/24/04 0 22,454 22,454 0 0 Storage Shed for Soiled Linen 7/31/92 I/IS/04 0 4,382 1,260 3,122 (3,122) Inn Lateqet Punter 10/31/98 7124/04 0 5,207 5,207 0 0 Punter, IBM 4039 7/31/97 2/24/04 0 4,605 4,605 0 0 Punter, Laserjet SP 1/1/96 2/24/04 0 3,203 3,203 0 0 Hard Dnve 1/1/98 2/24/04 0 1,369 1,369 0 0 Pnnter,Laseqet6P 1/31/97 2/24/04 0 805 805 0 0 Truck, Ford Ranger 1996 4130196 7129104 2,795 12,083 12,083 0 2,795 GMC Safari Cargo Mini Van I/I/91 2/29/04 510 14,11! 14,111 0 510 Dodge Van venous 2/29/04 835 0 0 0 835 Plasma Display Monitor 9/30/01 3/29/04 0 6,704 3,352 3,352 (3,352) InstaIIHeat Exchanger 1/1/90 1/1/04 0 24,520 8,333 16,187 (16,18 Displays & Design-Celebrations 6/5/01 4/1/04 0 126,175 44,687 81,488 (81,488) Boiler Renov 1/1/91 1/1/04 0 8,849 7,595 1,254 (1,254) Heat Pump-McKenve Apothecary 8/31/03 1/1/04 0 3,016 157 2,859 (2,859) Dory Artmstead House venous 5/7/04 377,371 411,777 77,807 333,970 43,401 Dovell House venous 6/3/04 529,151 168,617 74,218 94,399 434,752 Craft House lnn 6/1/64 6/7/04 0 6,586 6,586 0 0 Control Unit, Telephone AT&T 10131192 617104 0 1,131 1,101 30 (30) Plexglas Costume Case 6/1/82 6/7/04 0 659 659 0 0 After-Cooler Temp Control 6/1/82 6/7/04 0 1,200 1,200 0 0 'telephone Cable Renovation 10/31/92 6/7/04 0 648 648 0 0 Telephones, 12-Six Button 10/31/92 6/7/04 0 3,424 3,424 0 0 Consew Sewing Machine 6/15/87 6/7/04 0 1,568 1,568 0 0 k224R1 ConsewMachine 4/13/89 6/7/04 0 1,698 1,698 0 0 16 Yds Carpet-Raleigh 6/30/78 6/7/04 0 528 528 0 0 Safe Compartment/Base 11/30/85 6/7/04 0 2,070 2,070 0 0 Kronos Terminal with Backup 1/1/96 6/7/04 0 2,897 2,897 0 0 TazweIIClub Bldg 2/29/88 7/14/04 0 4,515,689 1,789,004 2,726,685 (2,726,685) Add'I'fazwell Club Bldg 12/1189 7114104 0 1,416 519 897 (897) Add'I Tazwell Bldg Cost 12/31/90 7/14/04 0 1,761 602 1,159 (1,159) New Roof, Plywood and Slate 1/1/95 7/14/04 0 224,138 49,503 174,635 (174,635) Resurfacing o(Pool 8/31/95 7/14/04 0 10,392 2,313 8,079 (8,079) Pool Replaster 1/18/01 7/14/04 0 9,600 820 8,780 (8,780) Sealant and Slide Joints 3/1/01 7/14/04 0 68,325 5,267 63,058 (63,058) Additional Road Development 10/31/93 7/1/04 0 (58) (32) (26) 26 Warranty Color Punter 1/18/00 7/1/04 0 9,363 8,427 936 (936) Lodge FF&E venous 7/8/04 3,254 0 0 0 3,254 Amplifier-EX800QSCw/speakers 1/1/98 B/1/04 0 1,689 1,390 299 (299) CemcorderNideo Equipment 8/1/89 9/23/04 0 1,682 1,682 0 0 Vcga Dynex P1A System 6/30179 9/23/04 0 7,187 7,187 0 0 Militia Equipment various 9/30/04 0 16,418 16,418 0 0 Balaphone-Atncanlnst 6/1/83 9/23/004 0 630 630 0 0 Xerox 5042 Copier 1/1/97 9/2/04 0 9,060 9,060 0 0 4-Zenex 0 Lamphouses 1/5/88 9/1/04 0 19,244 19,244 0 0 Ford 1992 F-350 Two Truck 5/31/95 9/1/04 3,867 18,950 18,950 0 3,867 85'Chevy Grip Truck 10/31/85 8/10/04 0 24,960 24,960 0 0 Table, Boat Shaped, Walnut 8/31/95 9/8/04 0 1,956 1,956 0 0 Punter 11/10/00 9/24/04 0 444 340 104 (104) GMC Truck, 1992 High Cube 2/29/92 9/1/04 4,550 27,774 27,774 0 4,550 UPSUpgade-GoodwmgBldg 11/1/02 9/24/04 0 2,750 1,008 1,742 (1,742)

GROSS ACQUIS DATE SALES ADl

DESCRIPTION DATE DISPOSED PRICE COST DEPR BASIS GAIN/(LOSS)

Ethemet 2 WAN Card Slot 9/30/99 9/24/04 0 4,288 1,072 3,216 (3,21

Reception Area Carpet 6/1/81 1/1/04 0 3,316 3,316 0 0

lUrConditioning Unit 3/31/94 S/1/04 0 4,143 2,839 1,304 (1,304)

Tilting Skillet 6/1/81 8/1/04 0 4,829 4,829 0 0

Siding Lodge West Wing 6/30/98 10/15/04 0 42,900 6,435 36,465 (36,465)

West Wing Renovation various 10/15/04 0 1,506,889 604,387 902,502 (902,502)

Gutters-West Wing 6/27/00 10/15/04 0 84,932 8,493 76,439 (76,439)

West Wing Roof 1/18/01 10/15/04 0 35,650 3,045 32,605 (32,605)

Reline Chimney Flue-West Wing 5/1/00 l0/l5/04 0 28,300 2,889 25,411 (25,411) GE Zone Line Heat Pumps 1/31/96 10/1/04 0 4,440 926 3,514 (3,514)

Heat Pump/Air Conddioner 7/1/98 10/1/04 0 8,562 3,567 4,995 (4,995)

A/C System Replacement 8/31/98 10/1/04 0 13,676 1,767 11,909 (11,909)

Accounts Receviable various 11/30/04 0 689 0 689 (689)

ADAImps Including Automatic 1/1/95 1/1/04 0 11,623 2,493 9,130 (9,130)

Parking LotImprovements 3/7/01 1/1/04 0 344,493 48,803 295,690 (295,690)

Electrical Breakers Panel 611198 111104 0 35,176 4,910 30,266 (30,26

Inn Suites 3137 end 3237 6/1/82 1/1/04 0 33,689 18,674 15,015 (15,015)

Prov Hall Infrared System 6/1/82 1/1/04 0 10,408 5,845 4,563 (4,563)

LighCootHookup lC85 9/1/86 I/I/04 0 21,224 9,707 11,517 (11,517)

Gas Fired Boiler 1/1/91 II/I/04 0 31,438 28,840 2,598 (2,598)

Chilled Water Flow Devices 11/20/00 11/1/04 0 22,967 2,297 20,670 (20,670)

Xante Color Lacer Punter 8/15/0) 5/23/04 0 5,220 3,132 2,088 (2,088)

ADARamps 8/31/97 6/1/04 0 206,666 71,190 135,476 (135,47

Wallace Building 4/30197 11/3/04 0 127,996 23,605 104,391 (104,391)

Carpeting-Orlando Jones Complex 1/30/01 1/1/04 0 7,788 2,921 4,867 (4,86'n

Furniture Refinishing, Chairs l /l/04 411104 0 4,031 126 3,905 (3,905)

Staumaster 1/1/04 311/04 0 395 8 387 (387)

Exercise Flooring 1/1/04 6/1/04 0 32 1 31 (31)

Carpet with Vinyl Base 1/1/04 6/1/04 0 1,082 56 1,026 (1,026)

Wallpaper Renovation 1/1/04 6/1/04 0 162 8 154 (154)

Epson Printers 1/1/04 6/1/04 0 758 63 695 (695) Lamps, Three Leg Iron 1/1/04 4/1/04 0 684 21 663 (663)

Sleep Sofas, Full Size 1/1/04 411/04 0 5,623 176 5,447 (5,44'n

BedKing Headboards 1/1/04 4/1/04 0 4,770 149 4,621 (4,621)

Bedspreads 94King Throw 1/1/04 4/1/04 0 4,249 132 4,117 (4,11 Sleep Sofas 48 Twin 111104 4/1104 0 7,369 230 7,139 (7,139) TV Armoire 1/1/04 4/1/04 0 27,705 866 26,839 (26,839)

Night Stands 1/1/04 4/1/04 0 10,038 314 9,724 (9,724) Luggage Rack Folding 1/1/04 4/1/04 0 543 17 526 (526)

Activity Tables 1/1/04 4/1/04 0 14,494 453 14,041 (14,041) Pstnpe Box Spring 1/1/04 9/1/04 0 5,107 426 4,681 (4,681) Pstnpe Mattress 1/1/04 9/1/04 0 7,307 609 6,698 (6,698) Carpeting-Governor's Inn 1/l/04 9/1104 0 52,364 4,364 48,000 (48,000) Wall Vinyl-Govemorsinn 1/1/04 9/1/04 0 70,113 5,843 64,270 (64,270) 2003 Ford F650 Laundry 1/1/04 8/1/04 0 32,389 3,779 28,610 (28,610) 85 Cheryfrock venous 12/3/04 303 0 0 0 303 1 191 Acres-Donation of Cemetery 5/1/93 4/5/04 0 10,517 0 10,517 (10,517) Tuners Neck various various 50,000 0 0 0 50,000 Wylie Property-Lot 321 various 1/24/04 30,078 36,000 0 36,000 (5,922) 350 Arcc Parcel various 12/2/04 32,893,885 92,610 0 92,610 32,801,275 Salvage materials various venous 4,872 0 0 0 4,872 AARFAM objects venous venous 45,561 0 0 0 45,561 Antiques venous venous 1,244,017 0 0 0 1,244,017

0 0 0 0 0 0 0 0 0 0

TOTAL ASSETS $35,191,069 $14,321,910 84,971,023 $9,350,887 $25,840,182

Attachment III

Merchandising $ 40,341,614 $ 18,570,942

Colonial Williamsburg Foundation E I N 54-0505888 Gross Revenue and Cost of Goods Sold Form 990-Part I-Line 10(a), 10(b) For the year ended 12/31/04

Gross Revenue Cost of Goods Sold

Accumulated

Description Cost Deprecation

Buildings and Improvements $ 368,886,113 $ 130,417,401

Furnishings and Equipment 68,669,830 48,790,892

Total Depreciable $ 437,555,943 $ 179,208,293 Assets

Land 51,211,178 Collections 52,838,616 Capital Projects 23,515,355

$ 565,121,092

Depreciation shown on Line 6(b) Part I (5,310,050)

$ 11,025,990

Colonial Williamsburg Foundation E I N 54-0505888 Statement of Functional Expenses Form 990-Part 11-Line 42 For the year ended 12/31/04

Attachment IV

Depreciation Method Life This Year

SL 20 or 40 $ 10,008,340

SL 5 or 8 6,327,700

16,336,040

$ 38,014,000 $ 42,422,152 $ (5,540,427) $ 1,132,275 TOTAL

Colonial Williamsburg Foundation E I N 54-0505888 Statement of Functional Expenses Form 990-Part II-Line 43 For the year ended 12/31/04

Professional Services Commissions Advertising and Promotion Maintenance and Repairs Business Meals and Entertainment Special Events/Exhibits Taxes and Licenses Miscellaneous Contributions Royalties Recruitment Bad Debts Credit Card Expense Dues and Subscriptions Photography Inventory Shrinkage Automotive Operating Costs Data Processing Discounts Sales and Use Tax Discount Solicitations Laundry Capitalized Expense Management Fee Other Sub-Admen Fee Complimentary Tickets

Attachment V

Program Mgmt & Total Services General FundraismR

$ 2,580,009 $ 1,734,405 $ 662,155 $ 183,449 170,441 40,997 129,444 0

8,556,178 8,493,185 50,823 12,170 8,202,094 6,808,632 1,384,752 8,710 454,230 386,576 20,330 47,324 298,668 148,206 73,605 76,857 86,419 86,419 0 0

4,071,824 3,481,508 427,410 162,906 291,478 263,128 28,350 0

2,192 2,192 0 0 3,003 0 3,003 0

39,355 39,355 0 0 1,058,749 1,008,978 42 49,729 204,105 153,884 37,628 12,593 252,266 250,769 403 1,094 20,748 910 19,838 0 127,124 17,348 109,776 0 104,022 80,615 1,848 21,559 (61,934) 0 (61,934) 0 (16,911) 0 (16,911) 0 533,408 100,296 283 432,829 155,707 144,244 11,463 0

(1,618,863) (396,143) (1,222,720) 0 16,753,434 16,753,434 0 0 (4,732,704) 2,388,202 (7,243,696) 122,790

478,958 435,012 43,681 265

12-2004)

s~,

8868 (Rev 12-V Page

f you re filing or an Additional (not automatic) 3-Month Extension, complete only Part II and check this box te . Only 6'o~- ple e Part II if you have already been granted an automatic 3-month extension bn a previously filed Form 8868 .

" If y e~filing, for an Automatic 3-Month Extension, complete only Part I (on page 1) . " itional not automatic 3-Month Extension of Time-Must Ffl Or( anal and One Co Type or ^Name of Exempt Organization Employer identification number

print COLONIAL WILLIAMSBURG FOUNDATION 54 :0505888

File by the ~~s,b~UrMend room or suite no . If a P.O . box, see instructions . ,' ,For IRS use only extended due date for

reiun hsee City, town or post office, state, and ZIP code . For a foreign address, see instru itions .

instructions WILLIAMSBURG, VA 23187-1776

Check type of return to be filed (File a separate application for each return):

D Form 990 D Form 990-T (sec. 401(a) or 408(a) trust) El Form 5227

D Form 990-BL D Form 990-T (trust other than above) D Form 6069 D Form 990-EZ D Form 1041-A D Form 8870 0 Form 990-PF D Form 4720 STOP: Do not complete Part II if you were not already granted an automatic 3-month extension on a previously filed Form 8868_

~ The books are in the care of " Colonial. Williamsbur. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FoundationTelephone

No . 0 . . . . . . . . . . . . . (757)_229-1000_ .__________ FAX No . " . . . . . . . . . . . __(757)_565-8223 ._ .__ . . . . . . . . -------------- ----If the organization does not have an office or place of business in the United States, check this box . . . . . ~ D "

9 If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . If this is for the whole group, check this box t [I . If it is for pan of the group, check this box lo- D and attach a list with the names and EINs of all members the extension is for.

4 I request an additional 3-month extension of time until November 15 - ---------------------------

, 2p05___.

5 For calendar year 2004 ., or other tax year be9~ mnin'~ . . "° ~- ---------- . . . . . . . . . . -- 20 ---------------------`--~- --- 6 If this tax year is for less than 12 months, check reason : D Initial return D Final return D Change in accounting period

7 State in detail why you need the extension Additional time is. needed to_compile_the_necessary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------------------------

- ----------- information to file a complete and accurate return

8a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits . See instructions . . . . . . . . . . . . . . . . . . . . . . $

b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated tax payments made . Include any prior year overpayment allowed as a credit and any amount paid previously with Form 8868 . . . . . . . . . . . . . . .

c Balance Due. Subtract line 8b from line 8a . Include your payment with this form, or, if required, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions . $

Signature and Verification Under penalties of penury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belie(, Q e is true, correct, and complete, and that I am authorized to prepare this form

Signature P- Title P~ Vice President Date

Notice to Applicant-To Be Completed by the IRS "8- We~have approved this application . Please attach this form to the organization's return .

We have not approved this application . However, we have granted a 10-day grace period from the later of the date shown below or the due ' date bf the organization's 'return (including any prior extensions) . This grace period is considered to be a valid extension of time for elections

otherwise required to be made on a timely return . Please attach this form to the organization's return, o We have not approved this application . After considering the reasons stated in item 7, we cannot grant your request for an extension of time

to file . We are not granting a 10-day grace period . D We cannot consider this application because it was filed after the extended due date of the return for which an extension was p4uesled . O Other -------- -------------~---------------------------------------------------------------------EXTEidSfON-APPRf111ED

BY . Director Da t e AUG 2 3 20 Alternate Mailing Address - Enter the address if you want the copy of this application for an additional 3-month extension returned to an address different than the one entered above.

;TOR, Name N ROCF SING, OGDEN

Type or I Number and street (include suite, room, or apt . no .) or a P.O . box number ~~ I AUG 1 12 2005 print

City or town, province or state, and country (Including postal or ZIP code)

The foundation launched initiatives to bring to guests more interaction with interpreters portraying people who founded America-not only men like Thomas Jefferson and Patrick Henry but free and enslaved blacks, and women Planning began for an Education for Citizenship curriculum that will inform programming and outreach in the years to come The aim is to encourage each individual to participate in the public life of his or her community to achieve greater liberty, justice, and opportunity . It will be our fundamental orientation, and embrace introductory tours, interpretive programming, our Web sites, and a

Colonial Williamsburg Foundation Attachment VI E I.N 54-0505888 Statement of Program Service Accomplishments From 990-Part III For the year ended 12/31/04

MISSION

The Colonial Williamsburg Foundation is a nonprofit, tax-exempt educational organization established in 1928 to preserve and restore 18th-century Williamsburg, Virginia's capital from 1699 to 1780 . Responsibility for the Foundation rests with a Board of Trustees The mission of The Colonial Williamsburg Foundation is to help the future learn from the past by preserving and restoring 18th-century Williamsburg and engaging, informing, and inspiring people as they learn about this historic colonial capital, the events that occurred here, and the diverse peoples who helped shape our new nation . During 2004, over seven hundred and twenty-nine thousand ticketed guests were able to take part in its educational programs .

In addition to unrestricted cash gifts, income from admissions, sale of crafts, reproductions, publications, and films, from the tavern and colonial houses operations, from the rental of retail space in the Merchants Square properties, and from the hotels and restaurants operated by the Colonial Williamsburg Company help pay for operations . A portion of the investment income, determined annually in accordance with policies established by the Board of Trustees, is available for operations In 2004, over 103,000 donors made gifts and grants

HISTORIC AREA

The Historic Area is a 301-acre outdoor history museum with over 600 original and reconstructed houses, outbuildings, shops, taverns, and public buildings . In or next to the Historic Area stand eighty-eight original structures including the President's House, the Brafferton, the Wren Building at the College of William and Mary, the Courthouse on Market Square, Bruton Parish Church, the Magazine, and Wetherburn's Tavern The George Wythe House, the Peyton Randolph House, the Thomas Everard House, the James Geddy House, and the St . George Tucker House are other surviving 18th-century structures . Fifty mayor buildings and over four hundred fifty smaller structures have been rebuilt on their original sites . The Governor's Palace, the Capitol, and the Public Hospital are examples The reconstructed Raleigh Tavern, which opened m September 1932, was the first fruit of the archaeological, architectural, and historical research that informed their duplication Ninety acres of gardens and greens fashioned to 18th-century forms showcase the buildings In addition, the Historic Area is surrounded by 3,000 acres of greenbelt owned or used by the Foundation

Drawing from a collection of over 60,000 objects, Colonial Williamsburg furnishes, maintains, and interprets over 225 18th-century period rooms and craft shops Historical interpreters offer tours through the houses, taverns, and public buildings In over twenty Historic Area trade sites, artisans practice trades with the tools and methods of the time All are highly skilled, several in nearly extinct trades . They include makers of shoes, baskets, furniture, wigs, cloth, harnesses, musical instruments and smiths of silver and iron . There are bakers, printers, bookbinders, tailors, housewrights, jewelers, engravers, carpenters, brickmakers, millers, milliners, spinners, weavers, and wheelwrights Character interpreters portray a variety of historical residents of Colonial Williamsburg, including merchants, housewives, and slaves Specialized tours are also available that focus on the African-American presence in Williamsburg, the role of women in the 18th-century, and the origins of the U S Constitution

Colonial Williamsburg's taverns and colonial houses operate in the Historic Area providing visitors with an interactive and experience unique to the 18th-century Ideal for guests who wish to fully immerse themselves in the 18th-century, Colonial Williamsburg offers authentic period accommodations in the Historic Area where our founding families once lodged . The Colonial Houses offer accommodations in colonial style at 28 guest houses, some as small as one room within a tavern and others as large as 16 rooms . Furnished with authentic period reproductions and antiques, each Colonial House has a unique history and appeal of its own, offering a rare way to experience the restored 18`x-century capital of Virginia. Servers in the taverns are in period dress and interpret the 18`x-century dining experience

Colonial Williamsburg Foundation Attachment VI (Continued) E'I N 54-0505888 Statement of Program Service Accomplishments From 990-Part III For the year ended 12/31/04

secondary schools initiative .

The 1774 story-a town and people on the eve of revolution-has long been the programming platform for the Historic Area 2004 became the backdrop to exploring innovative ways to tell the story of the Revolution itself Informed by intensive planning and a comprehensive foundation approach to programming, interpreters experimented with thematic weeks tied to the seasons of the year . Themes included The Gunpowder Incident, Prelude to Independence, In Support of Boston, Call for a Congress The First Virginia Convention, The Revolution Comes Home, and Dunmore's Proclamation Programming offerings also included National Religious Freedom Day, Religion in American Life Month, Presidents Weekend, Black History Month, Women's History Month, Memorial Day, Independence Weekend, and Veterans Weekend Programming to broaden the picture of the colonial town introduced links to American Indians and the French and Indian War .

In order to serve historical accuracy and the interest of the Foundation, the Historic Area has remained a predominantly residential community Employees have the opportunity to rent houses and live in the Historic Area The employee's duties, representational role in the Foundation, and familiarity with sound conservation practices are some of the factors used in the assignment of a Historic Area Residence . During special events, employees may allow their homes to be open to the general public for tours . All Historic Area Residences are decorated for the Foundation's annual Grand Illumination celebration In 2004, employees rented seventy-one homes .

PRODUCTS

Colonial Williamsburg develops a wide range of products based on items used in the 18th-century Most products are either reproductions or an interpretation of household items, including furniture, china, jewelry, and food Many items from Colonial Williamsburg's collection are reproduced or interpreted for the use and education of those who purchase them . Products are marketed through retail shops, direct marketing, and wholesale operations . The foundation operates 28 shops m and surrounding the Historic Area .

The shops support the Foundation's educational story line, "Buying Respectability," which describes 18`x-century "consumer revolution," the far-reaching transformation in people's standards and styles of living that revolutionized trade, commerce, technology, and, ultimately, the way people lived at every level of society Seeking respectability, many people craved fashionable wardrobes, a formal house, the latest table wares, and a variety of social refinements . Widespread possession of fashionable items, combined with etiquette book manners, contributed to a novel idea-equality-a belief m every person's equal worth and his or her right to strive for a better life Their widely shared democratic experience as consumers enabled Americans of various backgrounds to express in unison their anger at parliament and their resolve to oppose what they perceived as unjust laws "

TAVERNS AND COLONIAL HOUSES

The DeWitt Wallace Decorative Arts Museum houses one of America's outstanding collections of British and American antiques . Its collection includes the following : household furnishings in brass, copper, pewter, silver, and iron ; Chelsea porcelain, English delft and Staffordshire slip-decorated pottery, enameled salt-glazed stoneware, Wedgwood-Whieldon ware; paintings by Gilbert Stuart, Thomas Sully, John Wollaston, Charles Willson Peale, organs, harpsichords, and all forms of stringed, percussion, and wind instruments known to 18th-century Williamsburg, Mortier's Chesapeake Map (ca 1696) and the Captain John Smith Map (ca 1624), dress and furnishing silks from the late 17th through the mid-19th centuries, brocaded silks, printed textiles, English and Oriental carpets, needlework, a number of women's gowns and

Colonial Williamsburg Foundation Attachment VI (Continued) E I'N 54-0505888 Statement of Program Service Accomplishments From 990-Part III For the year ended 12/31/04

RESEARCH and COLLECTIONS AND MUSEUMS

The Research division participates m preservation, conservation, collections building, rare books and archives management, editing, training, field research, writing and publishing, classroom teaching, Web site development, administration of adult education programs, and interpretation to the public . Two major projects that were at the forefront in 2004 were Theater Research and Division Web Site Williamsburg in the 18th-century was home to North America's first theater and before the end of the colonial period, to three commercial theaters Five years ago, the foundation's archaeologists discovered and excavated the site of the most celebrated, one to which Thomas Jefferson repaired almost every free evening during the court season Research in American and British archives reveals that David Douglass, a Scot who operated playhouses form New York to Jamaica, built it m 1760 Gifts enabled our historians to investigate the remains of the Douglass Theatre, record the best surviving English playhouse of the period, and confer with leading authorities on 18th-century playhouse design . Further research, including study drawings and a computer model, are expected by the end of 2005 .

The Digital History Center at the foundation's John D Rockefeller, Jr Library had already used grants to put large parts of the library's early American collections on the Foundation's Web site . In 2004, division staff helped the center combine those materials with Web pages that will make available to the public selected archaeological, architectural, architectural conservation, and historical research files, and a trove of drawings, photographs, and reports

Colonial Williamsburg offered special programs for the interested amateur as well as the advanced collector and scholar in 2004 During January, 428 participants attended the Working Wood in the 18th-century conference In February, 504 collectors, curators, and graduate students came to Will iamsburg for the annual Antiques Forum . In April, 152 gardeners were introduced to the full range of the garden's sensual appeal and provided with practical advice on how to cultivate for all the senses in every garden In December, 62 participants attended A Williamsburg Christmas conference

Colonial Williamsburg's collections, acquired over the past 78 years, provide the objects and artifacts necessary to accurately re-create the environment of 18th-century Williamsburg, the colonial capital of Virginia The archaeological collection includes 500,000 whole archaeological artifacts from excavations in and around Williamsburg as well as 50,000,000 bits and pieces ; probably the largest single archaeological holding relating to 18th-century America . The British and American antiques collection includes 60,000 objects . arms and equipment, ceramics, costumes and costume accessories, household items, furniture, musical instruments, games and toys, glassware, kitchen equipment, paintings, silver and other metals, textiles, and tools and equipment . Other specialized groups include artisan's tools and scientific instruments, 7,500 rare books, 15,000 historical manuscripts, and 2,000 original maps . Miscellaneous items include game counters, leather jugs, wigs, and horn cups.

More than a thousand teachers participated in the Colonial Williamsburg Teacher Institute for Early American History . Each year this program introduces teachers to Colonial Williamsburg's Historic Area and museums and to the foundation's instructional resources . Teachers have the opportunity to exchange ideas

Colonial Williamsburg Foundation Attachment VI (Continued) E I'N 54-0505888 Statement of Program Service Accomplishments From 990-Part III For the year ended 12/31104

men's suits replete with accessories ; and examples of nearly every type of household furniture made and used during the colonial period The Degrees of Latitude . Mapping Colonial America exhibition opened at the Wallace Museum early in 2004 after showings at museums in the Northeast and the Midwest . Drawn from Colonial Williamsburg's collection of historic maps, the exhibit explores subjects from politics to settlement . Also new in 2004, was American Furniture Virginia to Vermont, an exhibition that examines regional differences in American cabmetmaking during the eighteenth and early nineteenth centuries .

Through the Abby Aldrich Rockefeller Folk Art Museum (AARFAM), Colonial Williamsburg also maintains a collection of over 5,000 objects of American folk art This collection is designed to foster an appreciation for the aesthetic quality and educational value of American folk art and includes oil paintings, watercolors, pastels, calligraphic drawings, three-dimensional carvings and sculptures, painted furniture, household ornaments, quilts, and coverlets . In 2004, The Colonial Williamsburg Foundation's collections and museums staff completed plans for construction of a new Abby Aldrich Rockefeller Folk Art Museum adjacent to the DeWitt Wallace Decorative Arts Museum The team designed a state-of-the-art facility featuring eleven spacious, guest-friendly galleries for better display of the foundation's American folk art collection . Funded in significant measure through donor gifts, the more accessible facility is to open in January 2007 . After closing the original folk art museum at the end of 2004, the staff presented two interim folk art exhibitions at the Wallace Museum

Many of the objects from the Decorative Arts Museum and Folk Art Museum are used to furnish the 18th-century buildings in the Historic Area, where they provide guests with a better understanding of life in colonial Virginia

Bassett Hall, a restored 18th-century residence near the capitol, is exhibited as Mr. and Mrs John D Rockefeller, Jr furnished it in the 1930s and ̀ 40s . Over 125 objects of American folk art collected by Mrs . Rockefeller are displayed there Guests may also view native Virginia flora and fauna in the woods beyond the house .

EDUCATIONAL OUTREACH

Colonial Williamsburg's Productions, Publications, and Learning Ventures division presents the story of Virginia's restored 18th-century capital through Electronic Field Trips-interactive history lessons televised to classrooms nationally and internationally-reached about 200 new schools, from Hawaii to Italy, from Alaska to Florida, and broadcast three new productions These programs are transmitted to schools live, through a satellite link with PBS stations, cable operators, and directly to schools with satellite facilities . The television program offers 18th-century historical dramas along with opportunities to speak directly with historical interpreters at Colonial Williamsburg The programs offered during 2004 include The Rare Breeds, Flames of Freedom, "A Publick Education," Mr. Alderson' Farm, Taxes, Tea and Tyranny, Hostages of Two Worlds, and Degrees of Latitude Colonial Williamsburg donates electronic field trips to partnership schools in the Williamsburg area and awards scholarships to local PBS stations throughout the nation to broadcast the programs in their areas . In partnering with national textbook publisher Scott Foresman, the foundation contributed seventeen textbook presentations on early American history for grades 1-6, and created the interactive CD-ROMs Primary Sources, Grades 1-3 and Grades 4-6, which challenge students to "think like a historian." More than 9 3 million people, a 12 percent increase over the 8 3 million of 2003, visited our five Web sites to explore history and to research our vacation and recreational opportunities .

with noted historians, meet character interpreters, and take part in reenactments of 18th-century events . The teachers return to their schools to share with their students and colleagues what they have learned

Colonial Williamsburg Foundation Attachment VI (Continued) E.I N 54-0505888 Statement of Program Service Accomplishments From 990-Part III For the year ended 12/31/04

Colonial Williamsburg Foundation E I N 54-0505888 Other Notes Receivable Form 990-Part IV-Line 51 For the year ended 12/31/04

Attachment VII

Note receivable from Williamsburg Developments Inc ., a second tier subsidiary, in the amount of $891,284 . Interest accrues on the balance at a rate of 7 75% per annum, compounded annually Interest on note shall be due and payable on the third anniversary of the note, and each anniversary thereafter until the entire indebtedness evidenced by the note is fully paid Principal was due and payable on the tenth anniversary of the note, or September 25, 2002 $ 891 ,284

Attachment VIII

$ 688,894,347 Total Investment Securities

Colonial Williamsburg Foundation E I N . 54-0505888 Investment Securities at Market Value Form 990-Part IV-Line 54 For the year ended 12/31/04

Equines Fixed Income Money Market Investments Absolute Return Strategies Real Estate/Oil and Gas

$ 397,778,850 115,864,361 19,976,116

139,406,367 15,868,653

Investment m Subsidiary $ 97,131,207

Colonial Williamsburg Foundation Attachment IX E I N 54-0505888 Investments, Other Form 990-Part IV-Line 56 For the year ended 12/31/04

Investment Other-

$ 385,912,799 Total

Colonial Williamsburg Foundation E I N 54-0505888 Investments - Land, Buildings, and Equipment Form 990-Part N-Line 57 For the year ended 12/31/04

Land Buildings and Improvements Furniture and Equipment Collections Capital Projects in Progress

Total

Less Accumulated Depreciation Buildings and Improvements (130,417,401) Furniture and Equipment (48,790,892)

Attachment X

$ 51,211,178 368,886,113 68,669,830 52,838,616 23,515,355

565,121,092

(179,208,293)

Attachment XI

Total Other Assets $ 54,763,981

Colonial Williamsburg Foundation E I N 54-0505888 Other Assets Form 990-Part IV-Line 58 For the year ended 12/31/04

Cash Surrender Value-Life Insurance $ 525,540 Deferred Loan Cost 156,971 Deferred Bond Cost 440,902 Interfund Receivable 26,366,434 Pooled Income Fund 1,231,013 Various Umtrusts 5,308,903 Gift Annuities 15,840,862 Deferred Income Taxes 3,715,585 Other 1,177,771

Attachment XII

Total Mortgages and Notes Payable $ 171,193,514

Colonial Williamsburg Foundation E I N . 54-0505888 Mortgages, Notes and Bonds Payable Form 990-Part IV-Line 64 For the year ended 12/31 /04

Tax exempt bonds, $10,000,000 secured by a letter of credit, interest payable monthly at variable rates averaging 1 .98% at December 31, 2004 1988 issue matures in 2018 1994 issue callable in 2004 and 2009; matures m 2014 1995 issue callable m 2005 and 2010; matures m 2015 1996 issue callable m 2006; matures in 2011 1998 issue matures m 2008 2002 issue callable m 2007, 2012 and 2017, matures in 2022 . $ 43,120,000

Tax exempt bonds ; secured by letter of credit, interest payable monthly at variable rate, subject to redemption prior to maturity, due 2035 25,000,000

Total Tax-Exempt Bond Liabilities $ 68,120,000

Unsecured note, interest payable monthly at variable short-term borrowing rates ; due 2006 $ 20,000,000

Unsecured note, due on demand with interest payable monthly at variable short-term borrowing rates not exceeding prime 15,000,000

Unsecured revolving credit line ; interest payable monthly at variable short-term borrowing rates, due 2007 46,550,000

Unsecured term loan, interest payable monthly at variable short-term borrowing rates, due 2010 88,907,765

Promissory note ; interest payable annually at variable short-term borrowing rates ; due 2012 687,292

Mortgage note, payable in annual installments including interest at 4%; payments due through 2019 48,457

Attachment XIII

Deferred Income Accrued Long Term Disability and Retirement Other Liabilities

$ 41,547,928

Colonial Williamsbwg Foundation E.I N 54-0505888 Other Liabilities Form 990-Part IV-Line 65 For the year ended 12/31104

$ 12,947,343 18,865,978 9,734,607

Colonial Williamsburg Foundation E I N 54-0505888 List of Officers Form 990-Part V

Attachment XIV

For the year ended 12/31/04 Contributions to Employee Other

Compensation Benefit Plans Allowances Title, Name & Address (Column C) (Column D) (Column E)

Senior Vice President and Secretary John S Bacon $ 249,078 $ 84,118 $ 2,345 134 N Henry Street Williamsburg, VA 23185

President and CEO Colon G Campbell 424,312 . 105,049 58,162 134 N Henry Street Williamsburg, VA 23185

Vice President Cary Carson 115,583 122,111 0 301 First Street Williamsburg, VA 23185

Vice President (hired during 2004) Linda N Dalch 50,323 ' 5,321 3,117 134 N Henry Street Wi1liamsburg, VA 23185

Vice President James L Easton 216,430 ' 36,956 5,242 201 Fifth Street Williamsburg, VA 23185

Vice President Rex M Ellis 164,856 * 78,172 695 108 W Duke of Gloucester Street Williamsburg, VA 23185

Vice President Andrew Hungerman, III 220,256 ' 80,797 6,813 134 N Henry Street Williamsburg, VA 23185

Vice President Ronald Hurst 140,014 * 43,859 695 309 First Street Williamsburg, VA 23185

Vice President Laura Loda 188,776 * 33,832 2,345 427 Franklin Street Williamsburg, VA 23185

Column E includes auto and housing allowances, reimbursed spousal travel, golf and fitness club memberships, and moving expenses

Colonial Williamsburg Foundation Attachment XIV (Continued) E I N 54-0505888 List of Officers Form 990-Part V For the year ended 12/31/03 Contributions to

Employee Other Compensation Benefit Plans Allowances

Title, Name & Address (Column C) (Column D) (Column E)

Vice President Richard L McCluney, Jr 142,693 * 55,479 301 First Street Williamsburg, VA 23185

Vice President Beatrix Rumford 136,141 74,168 134 N Henry Street Williamsburg, VA 23185

Senior Vice President Robert B Taylor 315,310 * 34,085 10,197 134 N Henry Street Williamsburg, VA 23185

General Counsel Gail M Waddell 140,535 * 21,446 134 N Henry Street Williamsburg, VA 23185

Vice President Katherine H Whttehead 190,643 45,656 0 134 N Henry Street Williamsburg, VA 23185

$ 2,694,951 $ 821,049 $ 89,610

Note 1 All Officers devote more than 40 hours per week to their position Note 2 See also Schedule A, Part III, Line 2 (Attachment XVII)

* Officers hired after April 1996 In addition to current year compensation, Column C includes a supplemental retirement contribution for these officers, who are not eligible for the Foundation's deferred compensation or supplemental retirement plans

Column D includes the Foundation's portion of health care costs, life insurance, travel accident and accidental death and dismemberment costs, long teen disability, and the 2004 increase m the value of benefits earned under the Foundation's Retirement Income Plan for Employees. For officers appointed before April 1996, Column D also includes any 2004 allocations to the Foundation's deferred compensation plan and the 2004 increase in the value of benefits earned under the supplemental retirement plan Officer salary deferrals for the 401(k) plan, medical spending accounts, and health care costs are also shown m Column D The Foundation does not match officer contributions to the 401(k) plan Imputed interest relating to the life insurance financing program is included m Column D The Foundation provides officers with liability insurance or indemnification with respect to their obligations as officers or fiduciaries No amount has been estimated for the value of this coverage The benefits received by each officer are taken into account in establishing, and are considered part of, the officer's compensation for services rendered

Note . Foundation Trustees do not receive any compensation . Travel to Board meetings is reimbursed upon request The Foundation provides trustees with liability insurance or indemnification with respect to their obligations as trustees or fiduciaries

Colonial Williamsburg Foundation Attachment XV E I N. 54-0505888 Members of Board of Trustees Form 990-Part V For the year ended 12/31/04

Colin G Campbell Chairman, President acrd CEO Williamsburg, Virginia

Richard G Tilghman Vice Chairman Richmond, Virginia

George B Beitzel Chairman Emeritus Chappaqua, New York

Charles R Longsworth Chairman Emeritus Royalston, Massachusetts

Norman R. Augustine Bethesda, Maryland Afsaneh M. Beschloss Washington, D C. Antoinette Cook Bush Washington, D C . Marshall N Carter Boston, Massachusetts Joshua P Darden, Jr Norfolk, Virginia John R. Donnell, Jr Atlanta, Georgia Pamela P Flaherty New York, New York Amos B Hostetter, Jr Boston, Massachusetts Anthony M. Kennedy Washington, D C. Andrea Mitchell Washington, D C. Richard D. Parsons New York, New York Gordon F Rainey, Jr Richmond, Virginia Richard D. Roberts Virginia Beach, Virginia Sharon P Rockefeller Arlington, Virginia Estelle N Tanner New York, New York Edmond D. Villani New York, New York Gordon S Wood Providence, Rhode Island Richard B Worley West Conshohocken, Pennsylvania John 0 Wynne Norfolk, Virginia

Revenues in this category are derived from the sale of reproductions, adaptations and interpretations of items in the Foundation's collections, as well as sales from the Outreach programs All of these activities contribute significantly to the Foundation's purpose of teaching the history and social culture of early America

Colonial Williamsburg Foundation Attachment XVI E I.N 54-0505888 Relationship of Activities to Exempt Purposes Form 990-Part VIII For the year ended 12/31/04

Line 93(x, Admissions

An admission ticket to the historic area of Colonial Williamsburg allows the visitor to see a variety of exhibits including historic trades programs, homes, and government facilities recreated as they existed in the 18`x' century It also allows the visitor to view two separate art galleries This relates directly to the Foundation's purpose of teaching the history of early America .

Line 93(,, Tavern and Colonial Houses

Revenues m this category are derived from taverns and accommodations in which the food and service are presented m the style of the 18`h century . Servers m the taverns are in period dress and interpret the 18"' century dining experience Accommodations are provided in original and restored buildings decorated in originals or reproductions of furniture from the 18th century This relates directly to the Foundation's purpose of restoring, recreating and interpreting 18t' century Williamsburg

Line 93(e), Special Events and Other

Special Events are in-depth courses conducted in a conference setting over several days In keeping with our mission that the future may learn from the past, the topics that are offered include decorative arts, gardens, history, black studies, and others Revenues in this category are derived from sales of 18`" century items produced in historic trades exhibits, special tours of the historic area and performances of plays from the 18`h century All of these activities contribute importantly to the Foundation's purpose of teaching the history and social culture of early America

Line 102, Gross Profit or (Loss) from Sale of InventorX

Colonial Williamsburg Foundation E I N 54-0505888 Form 990-Schedule A-Part III-Line 2 For the year ended 12/31/04

Attachment XVII

During 2004, the Foundation purchased services from organizations with which certain Trustees are affiliated . All of these activities were arms length transactions .

The Foundation does not give preferential treatment to its trustees and principal officers . There are certain transactions between the Foundation and its employees, including some of its principal officers The following are believed to be the most important examples

A The Foundation operates colonial gift shops and a colonial craft store . The employees of the Foundation and its subsidiary, including the officers and trustees, are encouraged to purchase crafts and furniture from the Foundation's own stores for the purpose of utilizing in their own homes colonial type furnishings related to the period on which the Foundation focuses . The Foundation allows a 25 percent discount on purchases to encourage this use . The Foundation owns certain restored houses in the historic area, and some of the officers and employees live in these houses upon the payment of reasonable rent . In addition, the Foundation requires the President to live in a house in the historic area to better facilitate the performance of his dunes, and the house is provided free .

B The Foundation offers financing to officers for the purchase of life insurance . No interest is charged on insurance loans Life insurance loans are for a one-year term and the annual premium is repaid over bi-weekly pay periods The Foundation will extend credit to its trustees for the purchase of goods and services it provides However, the terms of credit so extended are the same as applies to the general public .

C Upon the liquidation of Williamsburg Restoration, Inc . in 1970, the Foundation acquired a golf course and tennis and swimming facilities connected with the Williamsburg Inn All employees of the Foundation and its subsidiary, including officers and trustees, may use these facilities at a cost below that paid by the general public .

D The compensation of officers and trustees has been set forth under Part V, Form 990 .

E No part of the income or assets of the Foundation has been transferred to any officer, trustee or other employee Trustees do not receive any compensation . Travel to Board meetings is reimbursed upon request

Colonial Williamsburg Foundation E I N 54-0505888 Form 990-Schedule A-Part III-Line 3 For the year ended 12/31/04

Attachment XVIII

The Colonial Williamsburg Foundation gave scholarships to three area high school students . The recipients are chosen independently by their respective high schools The purpose m awarding scholarships is to broaden educational opportunities within the community . Three scholarships m the amount of $1,000 were awarded in 2004 .

While the Foundation does support various general charitable organizations, it does not generally make disbursements to individuals or organizations in furtherance of its exempt programs, except as discussed in the next paragraph

Attachment XIX

Alabama Mississippi Alaska New Hampshire Arizona New Jersey Arkansas New Mexico California New York Colorado North Dakota Connecticut Ohio Distract of Columbia Oklahoma Florida Oregon Georgia Pennsylvania Illinois Rhode Island Kansas South Carolina Kentucky Tennessee Louisiana Utah Maine Virginia Maryland Washington Massachusetts West Virginia Michigan Wisconsin Minnesota

Colonial Williamsburg Foundation E I N 54-0505888 State Filings of Form 990 Form 990-Part VI-Line 90(a) For the year ended 12/31/04

Colonial Williamsburg Foundation E I N 54-0505888 Grants and Allocation Form 990-Part II-Line 22 For the year ended 12/31 /04

Donee

Elliott Hailer Williamsbwg, VA 23188

David Ackley Williamsburg, VA 23185

Rachel Wolm Williamsburg, VA 23185

Relationship to Activity Amount Foundation

Scholarship $ 1,000 Employee



Attachment XX

Attachment XXI

Unrealized Gain on Endowment $ 34,740,055

Colonial Williamsburg Foundation E I N 54-0505888 Statement of Revenues, Expenses and Changes In Fund Balance

Form 990-Part I-Line 20 For the year ended 12/31 /04

(E) (A) (B) (C) (D) Related of

Business Exclusion exempt function code Amount code Amount income

2,903,791 42 50,000

Special Programs Sponsorship Payments

Attachment XXII Colonial Williamsburg Foundation E I N 54-0505888 Program Service Revenue Form 990-Part VII-Line 93e For the year ended 12/31/04

Officers' share of 2004 life insurance premiums prepaid in December 2004 The Foundation offers financing to officers for purchase of life insurance Non-interest bearing life insurance loans are for a one-year term and the annual premium is repaid by the officers through bi-weekly pay periods . $ 55,850

Colonial Williamsburg Foundation Attachment XXIII E I N 54-0505888 Receivable from Officers, Directors, Trustees, and Key Employees Form 990-Part IV-Line 50 For the year ended 12/31/04

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