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SINGERLEWAK LLP 10960 WILSHIRE BOULEVARD, SUITE 700 LOS ANGELES, CALIFORNIA 90024 (310) 477-3924 MARCH 9, 2012

MUSEUM ASSOCIATES 5905 WILSHIRE BLVD. LOS ANGELES, CA 90036 MUSEUM ASSOCIATES: ENCLOSED ARE THE ORGANIZATION'S 2010 EXEMPT ORGANIZATION RETURNS. THE STATE EXEMPT ORGANIZATION RETURNS AND ANNUAL REPORT ARE ALSO ENCLOSED. THESE SHOULD BE SIGNED, DATED, AND MAILED, AS INDICATED. SPECIFIC FILING INSTRUCTIONS ARE AS FOLLOWS. FORM 990 RETURN: THIS RETURN HAS QUALIFIED FOR ELECTRONIC FILING. AFTER YOU HAVE REVIEWED THE RETURN FOR COMPLETENESS AND ACCURACY, PLEASE SIGN, DATE AND RETURN FORM 8879-EO TO OUR OFFICE. WE WILL TRANSMIT THE RETURN ELECTRONICALLY TO THE IRS AND NO FURTHER ACTION IS REQUIRED. RETURN FORM 8879-EO TO US BY MAY 15, 2012. FORM 990-T RETURN: NO AMOUNT IS DUE ON FORM 990-T. PLEASE SIGN AND MAIL ON OR BEFORE MAY 15, 2012. MAIL TO - DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CENTER OGDEN, UT 84201-0027 CALIFORNIA FORM 199 RETURN: MAIL TO - FRANCHISE TAX BOARD P.O. BOX 942857 SACRAMENTO, CA 94257-0700 PLEASE SIGN AND MAIL FORM 199 ON OR BEFORE JUNE 15, 2012. NO PAYMENT IS REQUIRED.

CALIFORNIA FORM 109 RETURN: MAIL TO - FRANCHISE TAX BOARD P.O. BOX 942857 SACRAMENTO, CA 94257-0700 PLEASE SIGN AND MAIL FORM 109 ON OR BEFORE JUNE 15, 2012. THE OVERPAYMENT IN THE AMOUNT OF $7,820 HAS BEEN APPLIED TO THE DECLARATION OF ESTIMATED TAX. NO PAYMENT IS REQUIRED. CALIFORNIA FORM RRF-1: PLEASE SIGN AND MAIL FORM RRF-1 ON OR BEFORE MAY 15, 2012. MAIL TO - REGISTRY OF CHARITABLE TRUSTS P.O. BOX 903447 SACRAMENTO, CA 94203-4470 ENCLOSE A CHECK FOR $300 MADE PAYABLE TO ATTORNEY GENERAL'S REGISTRY OF CHARITABLE TRUSTS. INCLUDE "FORM RRF-1," THE REPORT YEAR AND THE ORGANIZATION'S STATE CHARITY REGISTRATION NUMBER AND/OR ORGANIZATION NUMBER ON THE REMITTANCE. COPIES OF ALL THE RETURNS ARE ENCLOSED FOR YOUR FILES. SUGGEST THAT YOU RETAIN THESE COPIES INDEFINITELY. VERY TRULY YOURS, WE

SINGERLEWAK LLP IRS CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE IRS, WE INFORM YOU THAT ANY U.S. TAX ADVICE CONTAINED IN THIS COMMUNICATION (INCLUDING ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (I) AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE, OR (II) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY MATTERS ADDRESSED HEREIN.

Form

990
Address

Department of the Treasury Internal Revenue Service

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation) | The organization may have to use a copy of this return to satisfy state reporting requirements.

Return of Organization Exempt From Income Tax


JUL 1, 2010
and ending

OMB No. 1545-0047

A For the 2010 calendar year, or tax year beginning B


Check if applicable:

JUN 30, 2011

Open to Public Inspection

2010

C Name of organization

D Employer identification number

change Name change Initial return Terminated Amended return Application


pending

MUSEUM ASSOCIATES LOS ANGELES COUNTY MUSEUM OF ART (LACMA) Doing Business As
Number and street (or P.O. box if mail is not delivered to street address)

95-2264067 323-857-6142 80,144,703. G H(a) Is this a group return X Yes No for affiliates? H(b) Are all affiliates included? Yes No
Gross receipts $

5905 WILSHIRE BLVD.

Room/suite E Telephone number

City or town, state or country, and ZIP + 4

LOS ANGELES, CA 90036

SAME AS C ABOVE X I Tax-exempt status: 501(c)(3) 501(c) ( WWW.LACMA.ORG J Website: | X K Form of organization: Corporation Trust Part I Summary
Activities & Governance 1 2 3 4 5 6 7a b

F Name and address of principal officer:ANN

ROWLAND
) (insert no.) 4947(a)(1) or 527 Association

Other |

If "No," attach a list. (see instructions) H(c) Group exemption number | L Year of formation: 1938 M State of legal domicile: CA

Briefly describe the organization's mission or most significant activities:

SEE SCHEDULE O

Check this box | if the organization discontinued its operations or disposed of more than 25% of its net assets. 52 Number of voting members of the governing body (Part VI, line 1a) ~~~~~~~~~~~~~~~~~~~~ 3 51 Number of independent voting members of the governing body (Part VI, line 1b) ~~~~~~~~~~~~~~ 4 401 Total number of individuals employed in calendar year 2010 (Part V, line 2a) ~~~~~~~~~~~~~~~~ 5 527 Total number of volunteers (estimate if necessary) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 6 453,460. Total unrelated business revenue from Part VIII, column (C), line 12 ~~~~~~~~~~~~~~~~~~~~ 7a 0. Net unrelated business taxable income from Form 990-T, line 34  7b Prior Year Current Year 40,952,868. 37,434,663. 8 Contributions and grants (Part VIII, line 1h) ~~~~~~~~~~~~~~~~~~~~~ 32,774,453. 33,563,803. 9 Program service revenue (Part VIII, line 2g) ~~~~~~~~~~~~~~~~~~~~~ 3,325,723. 2,949,245. 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) ~~~~~~~~~~~~~ 1,768,219. 2,228,384. 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) ~~~~~~~~ 78,821,263. 76,176,095. 12 Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12)  0. 9,500. 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) ~~~~~~~~~~~ 0. 0. 14 Benefits paid to or for members (Part IX, column (A), line 4) ~~~~~~~~~~~~~ 23,496,498. 24,098,004. 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) ~~~ 0. 0. 16a Professional fundraising fees (Part IX, column (A), line 11e)~~~~~~~~~~~~~~ 3,369,993. | b Total fundraising expenses (Part IX, column (D), line 25) 57,880,532. 78,806,663. SEE SCHEDULE O 17 Other expenses (Part IX, column (A), lines 11a-11d, 11f-24f) ~~~~~~~~~~~~~ 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) ~~~~~~~ SEE SCHEDULE O 19 Revenue less expenses. Subtract line 18 from line 12  20 Total assets (Part X, line 16) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 21 Total liabilities (Part X, line 26) ~~~~~~~~~~~~~~~~~~~~~~~~~~~ 22 Net assets or fund balances. Subtract line 21 from line 20 

Expenses

Revenue

81,377,030. -2,555,767.

102,914,167. -26,738,072. 731,534,508. 431,343,170. 300,191,338.

Net Assets or Fund Balances

Beginning of Current Year

741,509,602. 451,336,207. 290,173,395.

End of Year

Part II

Signature Block

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

Print/Type preparer's name Paid Preparer Use Only

= =

Signature of officer

Date

ANN ROWLAND, CHIEF FINANCIAL OFFICER


Type or print name and title Preparer's signature Date

LIOR TEMKIN
Firm's name Firm's address

(310) 477-3924 X May the IRS discuss this return with the preparer shown above? (see instructions)  Yes No 032001 02-22-11 LHA For Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2010)
Phone no.

9 SINGERLEWAK LLPBLVD. STE 700 9 10960 WILSHIRE 90024-3783 LOS ANGELES, CA

03/09/12

Check if self-employed

PTIN

Firm's EIN

Form 990 (2010)

MUSEUM ASSOCIATES Part III Statement of Program Service Accomplishments


1

95-2264067

Page 2

Check if Schedule O contains a response to any question in this Part III  Briefly describe the organization's mission:

SEE SCHEDULE O, FORM 990, PART I, LINE 1 FOR DESCRIPTION

3 4

4a

Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-EZ? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes," describe these new services on Schedule O. Did the organization cease conducting, or make significant changes in how it conducts, any program services?~~~~~~ If "Yes," describe these changes on Schedule O. Describe the exempt purpose achievements for each of the organization's three largest program services by expenses. Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported. 31,252,668. including grants of $ (Code: ) (Expenses $ ) (Revenue $

X Yes No X Yes No

756,373.

EXHIBITION, CURATORIAL, CONSERVATION & ART PROGRAMS

4b

LACMA PRESENTED 16 SPECIAL EXHIBITIONS AND 23 INSTALLATIONS IN FISCAL 2010-2011, FEATURING ARTWORKS FROM ITS OWN COLLECTION AND FROM LENDERS AROUND THE WORLD. PUBLIC PROGRAMS, FILMS, AND CONCERTS ARE DEVELOPED IN COORDINATION WITH SPECIAL EXHIBITIONS. MANY WORKS FROM THE MUSEUM'S COLLECTION OF OVER 100,000 OBJECTS ARE TREATED BY CONSERVATORS, WHILE THE MUSEUM'S RESEARCH LIBRARY AND SCHOLARLY PUBLICATIONS PROVIDE REFERENCE SUPPORT TO MUSEUM STAFF AND OUTSIDE SCHOLARS. ALL OF THESE ACTIVITIES SERVE TO MEET THE GOALS OF CONSERVATION, EXHIBITION AND INTERPRETATION OF THE ART INTO MEANINGFUL AESTHETIC, INTELLECTUAL, AND CULTURAL EXPERIENCES. 24,276,281. including grants of $ (Code: ) (Expenses $ FACILITY ENHANCEMENT DURING THE FISCAL YEAR 2010-2011, WORK INCLUDED FINAL TOUCHES TO THE LINDA AND STEWART RESNICK EXHIBITION PAVILION, CONSTRUCTION OF RAY'S AND THE STARK BAR AND PRELIMINARY WORK ON MICHAEL HEIZER'S "LEVITATED MASS."

) (Revenue $

0.

4c

(Code:

ART ACQUISITIONS

) (Expenses $

18,302,074.

including grants of $

) (Revenue $

490,896.

WORKS OF ART IN ALL MEDIA, FROM EVERY HISTORICAL PERIOD, AND FROM EVERY CORNER OF THE GLOBE ARE PURCHASED TO ENHANCE THE MUSEUM'S PERMANENT COLLECTION. SUCH ADDITIONS CONTRIBUTE TO THE MUSEUM'S GOAL OF COLLECTING SIGNIFICANT WORKS OF ART FROM A BROAD RANGE OF CULTURES AND ERAS. EXPENSES REFLECT FUNDS PAID BY THE MUSEUM FOR THE ACQUISITION OF ARTWORK DURING THE YEAR, BUT DO NOT REFLECT THE VALUE OF GIFTS OF ART. REVENUES REPRESENT THE PROCEEDS OF DEACCESSIONS FROM THE PERMANENT COLLECTION RECEIVED DURING THE FISCAL YEAR, WHICH, IN ACCORDANCE WITH MUSEUM POLICY, ARE RESTRICTED FOR THE FUTURE ACQUISITION OF ARTWORKS.
4d 4e Other program services. (Describe in Schedule O.) 16,897,937. including grants of $ (Expenses $ 90,728,960. Total program service expenses J

) (Revenue $

33,506,310.

) Form 990 (2010)

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4530___2

Form 990 (2010)

MUSEUM ASSOCIATES Part IV Checklist of Required Schedules


1 2 3 4 5 6 7 8 9

95-2264067

Page 3 Yes No

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Is the organization required to complete Schedule B, Schedule of Contributors? ~~~~~~~~~~~~~~~~~~~~~~ Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C, Part III ~~~~~~~~~~~~~~ Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I Did the organization receive or hold a conservation easement, including easements to preserve open space, the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II~~~~~~~~~~~~~~ Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV ~~ Did the organization, directly or through a related organization, hold assets in term, permanent, or quasi-endowments? If "Yes," complete Schedule D, Part V ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If the organization's answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable. Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes," complete Schedule D, Part VI ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report an amount for investments - other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII ~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report an amount for investments - program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII ~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X ~~~~~~ Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X ~~~~ Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes," complete Schedule D, Parts XI, XII, and XIII ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional~~~ Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E ~~~~~~~~~~~~~~ Did the organization maintain an office, employees, or agents outside of the United States? ~~~~~~~~~~~~~~~~ Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and program service activities outside the United States? If "Yes," complete Schedule F, Parts I and IV ~~~~~~~~~~~ Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If "Yes," complete Schedule F, Parts II and IV ~~~~~~~~~~~~~~~~~ Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If "Yes," complete Schedule F, Parts III and IV ~~~~~~~~~~~~~~~~~~~~~

1 2 3 4 5 6 7 8 9 10

X X X X X X X X X X

10 11 a b c d e f 12a b 13 14a b 15 16 17

11a 11b 11c 11d 11e 11f 12a 12b 13 14a 14b 15 16

X X X X X X X X X X X X X

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, X column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 17 18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines X 1c and 8a? If "Yes," complete Schedule G, Part II ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 18 If "Yes," 19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? X complete Schedule G, Part III ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 19 X If "Yes," complete Schedule H ~~~~~~~~~~~~~~~~~~~~ 20a 20a Did the organization operate one or more hospitals? b If "Yes" to line 20a, did the organization attach its audited financial statements to this return? Note. Some Form 990 filers that operate one or more hospitals must attach audited financial statements (see instructions)  20b Form 990 (2010)
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Form 990 (2010)

MUSEUM ASSOCIATES Part IV Checklist of Required Schedules (continued)

95-2264067

Page 4 Yes No

21 22 23

Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States on Part IX, column (A), line 1? If "Yes," complete Schedule I, Parts I and II ~~~~~~~~~~~~~~~~~~ Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If "Yes," complete Schedule I, Parts I and III ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If "Yes," answer lines 24b through 24d and complete Schedule K. If "No", go to line 25 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? ~~~~~~~~~~~ Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year? ~~~~~~~~~~~ Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I ~~~~~~~~~~~~~~~~~~~~~~~~~ Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization's tax year? If "Yes," complete Schedule L, Part II ~~~~~~~~~~~ Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If "Yes," complete Schedule L, Part III ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions): A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV ~~~~~~~~~~~ A family member of a current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV ~~ An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV~~~~~~~~~~~~~~~~~~~~~ Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M ~~~~~~~~~ Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, Part I ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I ~~~~~~~~~~~~~~~~~~~~~~~~ Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Parts II, III, IV, and V, line 1 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Is any related organization a controlled entity within the meaning of section 512(b)(13)? ~~~~~~~~~~~~~~~~~~ Did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of X section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2 ~~~~~~~~~~~~~~~~~~~~ Yes No Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI ~~~~~~~~ Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O 

21 22

X X X X X X X X X X X X X X X X X X X X X

23

24a

b c d 25a b

24a 24b 24c 24d 25a

25b 26

26 27

27

28 a b c 29 30 31 32 33 34 35 a 36 37 38

28a 28b 28c 29 30 31 32 33 34 35

36 37

X X

X 38 Form 990 (2010)

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4530___2

Form 990 (2010)

Part V

MUSEUM ASSOCIATES Statements Regarding Other IRS Filings and Tax Compliance

95-2264067

Page 5

Check if Schedule O contains a response to any question in this Part V  Yes

No

412 1a Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable ~~~~~~~~~~~ 1a 0 b Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable ~~~~~~~~~~ 1b c Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners?  1c 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, 401 filed for the calendar year ending with or within the year covered by this return ~~~~~~~~~~ 2a b If at least one is reported on line 2a, did the organization file all required federal employment tax returns?~~~~~~~~~~ 2b Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions) 3a Did the organization have unrelated business gross income of $1,000 or more during the year? ~~~~~~~~~~~~~~ 3a b If "Yes," has it filed a Form 990-T for this year? If "No," provide an explanation in Schedule O ~~~~~~~~~~~~~~~ 3b 4a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?~~~~~~~ 4a b If "Yes," enter the name of the foreign country: J See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts. 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? ~~~~~~~~~~~~ 5a b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?~~~~~~~~~ 5b c If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 5c 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 6a b If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 6b 7 Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? 7a b If "Yes," did the organization notify the donor of the value of the goods or services provided? ~~~~~~~~~~~~~~~ 7b c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?  7c d If "Yes," indicate the number of Forms 8282 filed during the year ~~~~~~~~~~~~~~~~ 7d e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? ~~~~~~~ 7e f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ~~~~~~~~~ 7f g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?~ 7g h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? 7h 8 Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year? 8
Sponsoring organizations maintaining donor advised funds. a Did the organization make any taxable distributions under section 4966?~~~~~~~~~~~~~~~~~~~~~~~~~~ b Did the organization make a distribution to a donor, donor advisor, or related person? ~~~~~~~~~~~~~~~~~~~ 10 Section 501(c)(7) organizations. Enter: a Initiation fees and capital contributions included on Part VIII, line 12 ~~~~~~~~~~~~~~~ 10a b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities ~~~~~~ 10b 11 Section 501(c)(12) organizations. Enter: a Gross income from members or shareholders ~~~~~~~~~~~~~~~~~~~~~~~~~~ 11a b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 11b 12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041? b If "Yes," enter the amount of tax-exempt interest received or accrued during the year  12b 13 Section 501(c)(29) qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state? ~~~~~~~~~~~~~~~~~~~~~ Note. See the instructions for additional information the organization must report on Schedule O. b Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ~~~~~~~~~~~~~~~~~~~~~~ 13b c Enter the amount of reserves on hand ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 13c 14a Did the organization receive any payments for indoor tanning services during the tax year? ~~~~~~~~~~~~~~~~ b If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O  9 9a 9b

X X X X X X X X

X X X X X

12a

13a

X 14a 14b Form 990 (2010)

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Form 990 (2010)

MUSEUM ASSOCIATES 95-2264067 Page 6 For each "Yes" response to lines 2 through 7b below, and for a "No" response Part VI Governance, Management, and Disclosure
to line 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions. Check if Schedule O contains a response to any question in this Part VI 

Section A. Governing Body and Management 52 1a Enter the number of voting members of the governing body at the end of the tax year ~~~~~~ 1a 51 b Enter the number of voting members included in line 1a, above, who are independent ~~~~~~ 1b 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other SEE SCHEDULE O officer, director, trustee, or key employee? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 3 Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? ~~~~~~~~~~~~~~ 4 Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ~~~~~ 5 Did the organization become aware during the year of a significant diversion of the organization's assets? ~~~~~~~~~ 6 Does the organization have members or stockholders? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 7a Does the organization have members, stockholders, or other persons who may elect one or more members of the governing body? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ b Are any decisions of the governing body subject to approval by members, stockholders, or other persons?~~~~~~~~~ 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following: a The governing body? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ b Each committee with authority to act on behalf of the governing body? ~~~~~~~~~~~~~~~~~~~~~~~~~~ 9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization's mailing address? If "Yes," provide the names and addresses in Schedule O  Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
10a Does the organization have local chapters, branches, or affiliates? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ b If "Yes," does the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with those of the organization? ~~~~~~~~~~~~~~~~~~ 11a Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form? ~~~~~ b Describe in Schedule O the process, if any, used by the organization to review this Form 990. 12a Does the organization have a written conflict of interest policy? If "No," go to line 13 ~~~~~~~~~~~~~~~~~~~~ b Are officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ c Does the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this is done ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 13 Does the organization have a written whistleblower policy? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 14 Does the organization have a written document retention and destruction policy? ~~~~~~~~~~~~~~~~~~~~~ 15 Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision? a The organization's CEO, Executive Director, or top management official ~~~~~~~~~~~~~~~~~~~~~~~~~~ b Other officers or key employees of the organization ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes" to line 15a or 15b, describe the process in Schedule O. (See instructions.) 16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ b If "Yes," has the organization adopted a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard the organization's exempt status with respect to such arrangements? 

X
No

Yes

2 3 4 5 6 7a 7b

X X X X X X X X X X
Yes No

8a 8b 9

10a 10b 11a 12a 12b 12c 13 14

X X X X X X X X X

15a 15b

16a

Section C. Disclosure
17 18

16b

19 20

List the states with which a copy of this Form 990 is required to be filed JCA Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you make these available. Check all that apply. X X X Own website Another's website Upon request Describe in Schedule O whether (and if so, how), the organization makes its governing documents, conflict of interest policy, and financial statements available to the public. State the name, physical address, and telephone number of the person who possesses the books and records of the organization: |

ANN ROWLAND, CHIEF FINANCIAL OFFICE - (323) 857-6142 5906 WILSHIRE BLVD., LOS ANGELES, CA 90036

032006 12-21-10

Form 990 (2010)

20420308 701224 4530

6 2010.05070 MUSEUM ASSOCIATES

4530___2

Form 990 (2010)

MUSEUM ASSOCIATES 95-2264067 Part VII Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Page 7

Check if Schedule O contains a response to any question in this Part VII  Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization's tax year.

List all of the organization's current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid. List all of the organization's current key employees, if any. See instructions for definition of "key employee." List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations . List all of the organization's former officers, key employees, and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations. List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee. (A) (B) (C) (D) (E) Name and Title Average Position Reportable Reportable hours per (check all that apply) compensation compensation week from from related (describe the organizations hours for organization (W-2/1099-MISC) related (W-2/1099-MISC) organizations in Schedule O)
Individual trustee or director Highest compensated employee Institutional trustee Key employee

ANDREW GORDON CO-CHAIR OF THE BOARD TERRY SEMEL CO-CHAIR OF THE BOARD WILLIAM H. AHMANSON VICE CHAIR ROBERT KOTICK VICE CHAIR LYNDA RESNICK VICE CHAIR WALLIS ANNENBERG TRUSTEE FRANK E. BAXTER TRUSTEE WILLOW BAY TRUSTEE COLLEEN BELL TRUSTEE WILLIAM J. BELL, JR. TRUSTEE REBECKA BELLDEGRUN TRUSTEE NICOLAS BERGGRUEN TRUSTEE DAVID C. BOHNETT TRUSTEE SUZANNE DEAL BOOTH TRUSTEE BRIGITTE BREN TRUSTEE GABRIEL BRENER TRUSTEE EVA CHOW TRUSTEE
032007 12-21-10

0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X

X X X X X

Former

Officer

(F) Estimated amount of other compensation from the organization and related organizations

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0.

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0.

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0.
Form 990 (2010)

20420308 701224 4530

7 2010.05070 MUSEUM ASSOCIATES

4530___2

Form 990 (2010)

MUSEUM ASSOCIATES

95-2264067

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (B) (C) (A) (D) (E) Average Position Name and title Reportable Reportable hours per (check all that apply) compensation compensation week from from related (describe the organizations hours for organization (W-2/1099-MISC) related (W-2/1099-MISC) organizations in Schedule O)
Individual trustee or director Key employee Highest compensated employee Institutional trustee

Page 8 (F) Estimated amount of other compensation from the organization and related organizations

ANN COLGIN TRUSTEE KELLY DAY TRUSTEE JOSHUA S. FRIEDMAN TRUSTEE CAMILLA CHANDLER FROST TRUSTEE GABRIELA GARZA TRUSTEE TOM GORES TRUSTEE BRIAN GRAZER TRUSTEE GHADA IRANI TRUSTEE VICTORIA JACKSON TRUSTEE
1b c d 2

0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X

Officer

Former

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 2,976,953. 2,976,953.

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 401,086. 401,086.

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 773,210. 773,210. 25
Yes No

Sub-total ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | Total from continuation sheets to Part VII, Section A ~~~~~~~~ | Total (add lines 1b and 1c)  | Total number of individuals (including but not limited to those listed above) who received more than $100,000 in reportable compensation from the organization |

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 4 For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual~~~~~~~~~~~~~ 5 Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person  Section B. Independent Contractors 1

3 4 5

X X X

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. (A) (B) (C) Name and business address Description of services Compensation

MATT CONSTRUCTION, 9814 NORWALK BLVD. STE. 100, SANTA FE SPRINGS, CA 90670 ALLIED BARTON SECURITY SERVICES, EIGHT TOWER BRIDGE, 161 WASHINGTON ST., STE 600, J. BEN BOURGOISE PRODUCTIONS, 512 N LARCHMONT BLVD., LOS ANGELES, CA 90004 PATINA RESTAURANT GROUP, LLC, 1150 S. OLIVE ST. SUITE TG25, LOS ANGELES, CA AMERICAN LANDSCAPE INC., 7013 OWENSMOUTH AVENUE, CANOGA PARK, CA 91304
2

CONSTRUCTION SECURITY AND PROTECTIVE SERVICES EVENT PRODUCTION CATERING INSTALLATION & MAINTENANCE

20,533,819. 4,613,962. 2,885,486. 1,370,137. 1,026,551.

Total number of independent contractors (including but not limited to those listed above) who received more than 46 $100,000 in compensation from the organization |

SEE PART VII, SECTION A CONTINUATION SHEETS

Form 990 (2010)

032008 12-21-10

20420308 701224 4530

8 2010.05070 MUSEUM ASSOCIATES

4530___2

Form 990 (2010)

MUSEUM ASSOCIATES

95-2264067
(F) Estimated amount of other compensation from the organization and related organizations

Part VII

Highest compensated employee

Individual trustee or director

Institutional trustee

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (A) (B) (C) (D) (E) Name and title Average Position Reportable Reportable hours (check all that apply) compensation compensation per from from related week the organizations organization (W-2/1099-MISC) (W-2/1099-MISC)
Key employee

SUZANNE KAYNE TRUSTEE ROBERT LOOKER TRUSTEE MICHAEL LYNTON TRUSTEE ROBERT F. MAGUIRE III TRUSTEE JAMIE MCCOURT TRUSTEE RICHARD MERKIN, M.D. TRUSTEE WENDY STARK MORRISSEY TRUSTEE JANE NATHANSON TRUSTEE PETER NORTON TRUSTEE GEOFFREY PALMER TRUSTEE VIVECA PAULIN-FERRELL TRUSTEE ANTHONY N. PRITZKER TRUSTEE JANET DREISEN REPPAPORT TRUSTEE TONY RESSLER TRUSTEE EDWARD P. ROSKI, JR. TRUSTEE STEVEN F. ROTH TRUSTEE CAROLE BAYER SAGER TRUSTEE FLORENCE SLOAN TRUSTEE ERIC SMIDT TRUSTEE MICHAEL G. SMOOKE TRUSTEE

0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X

Former

Officer

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0.

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0.

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0.

Total to Part VII, Section A, line 1c 

032201 12-21-10

20420308 701224 4530

9 2010.05070 MUSEUM ASSOCIATES

4530___2

Form 990 (2010)

MUSEUM ASSOCIATES

95-2264067
(F) Estimated amount of other compensation from the organization and related organizations

Part VII

Highest compensated employee

Individual trustee or director

Institutional trustee

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (A) (B) (C) (D) (E) Name and title Average Position Reportable Reportable hours (check all that apply) compensation compensation per from from related week the organizations organization (W-2/1099-MISC) (W-2/1099-MISC)
Key employee

BARBRA STREISAND TRUSTEE SANDRA W. TERNER TRUSTEE STEVE TISCH TRUSTEE CASEY WASSERMAN TRUSTEE ELAINE WYNN TRUSTEE DASHA ZHUKOVA TRUSTEE MICHAEL GOVAN CEO & WALLIS ANNENBERG DIR MELODY KANSCHAT PRESIDENT AND COO FRED GOLDSTEIN VP, SEC'Y AND GENERAL COUN ANN ROWLAND CHIEF FINANCIAL OFFICER THERESA MORELLO VICE PRESIDENT OF DEVELOPM NANCY THOMAS DEPUTY DIR. ART ADMIN. MARK MITCHELL BUDGET AND INVESTMENT OFFI PETER BODELL CHIEF INFORMATION OFFICER JOHN BOWSHER DIR. OF ART INSTALLATIONS MELISSA BOMES ASSOCIATE VP OF DEVELOPMEN ALVARO VASQUEZ ASSOCIATE VP OF MEMBERSHIP MARK GILBERG DIRECTOR OF CONSERVATION

0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 0.50 X 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 X X X X X X X X X X X X

Former

Officer

0. 0. 0. 0. 0. 0. 996,215. 375,000. 268,724. 51,516. 212,813. 89,333. 175,532. 183,187. 162,971. 157,911. 151,783. 151,968.

0. 0. 0. 0. 0. 0. 151,896. 0. 0. 135,814. 0. 113,376. 0. 0. 0. 0. 0. 0.

0. 0. 0. 0. 0. 0. 201,298. 187,312. 45,310. 75,997. 36,507. 61,623. 26,022. 39,498. 25,126. 13,068. 24,410. 37,039.

Total to Part VII, Section A, line 1c 

2,976,953.

401,086.

773,210.

032201 12-21-10

20420308 701224 4530

10 2010.05070 MUSEUM ASSOCIATES

4530___2

Form 990 (2010)

Part VIII

MUSEUM ASSOCIATES Statement of Revenue


(A) Total revenue (B) Related or exempt function revenue

95-2264067
(C) Unrelated business revenue

Page 9 (D) Revenue excluded from tax under sections 512, 513, or 514

Contributions, gifts, grants and other similar amounts

1 a b c d e f

Federated campaigns ~~~~~~ Membership dues ~~~~~~~~ Fundraising events ~~~~~~~~ Related organizations ~~~~~~ Government grants (contributions) All other contributions, gifts, grants, and similar amounts not included above ~~

1a 1b 1c 1d 1e 1f

7,556,361. 900,523. 5,484,127. 23,493,652. 955,653.

Program Service Revenue

3 4 5 6

Other Revenue

10

11

032009 12-21-10

12

g Noncash contributions included in lines 1a-1f: $ 37,434,663. h Total. Add lines 1a-1f  | Business Code 900099 27,683,000. a COUNTY OPERATING CONTR ADMISSIONS 900099 3,180,742. b EXHIBITION REVENUE 900099 756,373. c PARKING REVENUE 900099 543,784. d COLLECTION ITEMS SOLD 900099 490,896. e 900099 909,008. f All other program service revenue ~~~~~ 33,563,803. g Total. Add lines 2a-2f  | Investment income (including dividends, interest, and 1,861,893. other similar amounts)~~~~~~~~~~~~~~~~~ | 457,939. Income from investment of tax-exempt bond proceeds | 55,907. Royalties  | (i) Real (ii) Personal a Gross Rents ~~~~~~~ b Less: rental expenses ~~~ c Rental income or (loss) ~~ d Net rental income or (loss)  | a Gross amount from sales of (i) Securities (ii) Other SEE SCHEDULE O 629,413. assets other than inventory b Less: cost or other basis and sales expenses ~~~ 629,413. c Gain or (loss) ~~~~~~~ 629,413. d Net gain or (loss)  | a Gross income from fundraising events (not 900,523. of including $ contributions reported on line 1c). See 2,747,597. Part IV, line 18 ~~~~~~~~~~~~~ a b Less: direct expenses~~~~~~~~~~ b 2,747,597. 0. c Net income or (loss) from fundraising events  | a Gross income from gaming activities. See Part IV, line 19 ~~~~~~~~~~~~~ a b Less: direct expenses ~~~~~~~~~ b c Net income or (loss) from gaming activities  | a Gross sales of inventory, less returns 2,410,788. and allowances ~~~~~~~~~~~~~ a b Less: cost of goods sold ~~~~~~~~ b 1,221,011. 1,189,777. c Net income or (loss) from sales of inventory  | Miscellaneous Revenue Business Code 532000 443,732. a ART RENTAL & SALES GAL FACILITY USE FEE 900099 250,530. b CAFE REVENUE 900099 175,087. c 900099 113,351. d All other revenue ~~~~~~~~~~~~~ 982,700. e Total. Add lines 11a-11d ~~~~~~~~~~~~~~~ | 76,176,095. Total revenue. See instructions.  |

27,683,000. 3,180,742. 756,373. 543,784. 490,896. 909,008. 9,728. 1,852,165. 457,939. 55,907.

629,413.

1,189,777. 443,732. 250,530. 175,087. 113,351. 34,753,580. 453,460. 3,534,392. Form 990 (2010) 4530___2

20420308 701224 4530

11 2010.05070 MUSEUM ASSOCIATES

Form 990 (2010)

MUSEUM ASSOCIATES Part IX Statement of Functional Expenses


Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII. 1 2 3 Grants and other assistance to governments and organizations in the U.S. See Part IV, line 21 ~~ Grants and other assistance to individuals in the U.S. See Part IV, line 22 ~~~~~~~~~ Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16 ~~~~~~~~~ Benefits paid to or for members ~~~~~~~ Compensation of current officers, directors, trustees, and key employees ~~~~~~~~ Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ~~~ Other salaries and wages ~~~~~~~~~~ Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ~~~ Other employee benefits ~~~~~~~~~~ Payroll taxes ~~~~~~~~~~~~~~~~ Fees for services (non-employees): Management ~~~~~~~~~~~~~~~~ Legal ~~~~~~~~~~~~~~~~~~~~ Accounting ~~~~~~~~~~~~~~~~~ Lobbying ~~~~~~~~~~~~~~~~~~ Professional fundraising services. See Part IV, line 17 Investment management fees ~~~~~~~~ SECURITY, CUSTODIAL & OTHER Other ~~~~~~~~~~~~~~~~~~~~ Advertising and promotion ~~~~~~~~~ Office expenses~~~~~~~~~~~~~~~ Information technology ~~~~~~~~~~~ Royalties ~~~~~~~~~~~~~~~~~~ Occupancy ~~~~~~~~~~~~~~~~~ Travel ~~~~~~~~~~~~~~~~~~~ Payments of travel or entertainment expenses for any federal, state, or local public officials Conferences, conventions, and meetings ~~ Interest ~~~~~~~~~~~~~~~~~~ Payments to affiliates ~~~~~~~~~~~~ Depreciation, depletion, and amortization ~~ Insurance ~~~~~~~~~~~~~~~~~ Other expenses. Itemize expenses not covered above. (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.) ~~

95-2264067

Page 10

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D). (A) Total expenses (B) Program service expenses (C) Management and general expenses (D) Fundraising expenses

9,500.

9,500.

4 5 6

2,664,926.

1,206,368.

729,007.

729,551.

7 8 9 10 11 a b c d e f g 12 13 14 15 16 17 18 19 20 21 22 23 24

17,042,576. 1,780,448. 1,258,672. 1,351,382. 129,894. 116,896. 673,720. 11,132,084. 1,034,282. 5,071,261. 2,312,386. 68,968. 3,437,821. 1,289,079.

12,983,731. 1,245,244. 836,981. 954,585. 25,430. 1,460.

2,781,300. 438,255. 332,140. 295,068. 102,964. 115,436. 673,720. 1,009,412. 4,001. 670,033. 574,318. 437,324. 130,509.

1,277,545. 96,949. 89,551. 101,729. 1,500.

10,004,571. 1,030,281. 3,950,592. 1,566,390. 68,968. 2,968,271. 1,135,845.

118,101. 450,636. 171,678. 32,226. 22,725.

16,406,530. 7,507,316. 1,712,073.

16,406,530. 7,435,743. 1,699,549. 71,573. 7,845. 4,679.

a ART ACQUISITION b ART INSTAL. & PUB. MAT. c REMOTE ART OBJECTS d HOSPITALITY e EQUIPMENT PURCHASE f All other expenses 25 Total functional expenses. Add lines 1 through 24f 26 Joint costs. Check here | if following SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation 
032010 12-21-10

18,302,074. 3,648,314. 1,879,000. 1,578,222. 496,203. 2,010,540. 102,914,167.

18,302,074. 3,648,314. 1,879,000. 1,272,421. 413,384. 1,683,728. 90,728,960.

0. 0. 0. 45,159. 81,970. 315,180. 8,815,214.

0. 0. 0. 260,642. 849. 11,632. 3,369,993.

20420308 701224 4530

12 2010.05070 MUSEUM ASSOCIATES

Form 990 (2010)

4530___2

Form 990 (2010)

MUSEUM ASSOCIATES
(A) Beginning of year

95-2264067

Part X

Balance Sheet

Page 11

(B) End of year 1 2 3 4

Cash - non-interest-bearing ~~~~~~~~~~~~~~~~~~~~~~~~~ Savings and temporary cash investments ~~~~~~~~~~~~~~~~~~ Pledges and grants receivable, net ~~~~~~~~~~~~~~~~~~~~~ Accounts receivable, net ~~~~~~~~~~~~~~~~~~~~~~~~~~ Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 6 Receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) ~~~~~~~~~~~ 7 Notes and loans receivable, net ~~~~~~~~~~~~~~~~~~~~~~~ 8 Inventories for sale or use ~~~~~~~~~~~~~~~~~~~~~~~~~~ 9 Prepaid expenses and deferred charges ~~~~~~~~~~~~~~~~~~ 10 a Land, buildings, and equipment: cost or other 348,875,942. basis. Complete Part VI of Schedule D ~~~ 10a 28,227,115. b Less: accumulated depreciation ~~~~~~ 10b 11 Investments - publicly traded securities ~~~~~~~~~~~~~~~~~~~ 12 Investments - other securities. See Part IV, line 11 ~~~~~~~~~~~~~~ 13 Investments - program-related. See Part IV, line 11 ~~~~~~~~~~~~~ 14 Intangible assets ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 15 Other assets. See Part IV, line 11 ~~~~~~~~~~~~~~~~~~~~~~ 16 Total assets. Add lines 1 through 15 (must equal line 34)  17 Accounts payable and accrued expenses ~~~~~~~~~~~~~~~~~~ 18 Grants payable ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 19 Deferred revenue ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 20 Tax-exempt bond liabilities ~~~~~~~~~~~~~~~~~~~~~~~~~ 21 Escrow or custodial account liability. Complete Part IV of Schedule D ~~~~ 22 Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons. Complete Part II of Schedule L ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 1 2 3 4 5 23 24 25 26 Secured mortgages and notes payable to unrelated third parties ~~~~~~ Unsecured notes and loans payable to unrelated third parties ~~~~~~~~ SEE SCHEDULE O Other liabilities. Complete Part X of Schedule D ~~~~~~~~~~~~~~~ Total liabilities. Add lines 17 through 25  X Organizations that follow SFAS 117, check here | and complete lines 27 through 29, and lines 33 and 34. Unrestricted net assets ~~~~~~~~~~~~~~~~~~~~~~~~~~~ Temporarily restricted net assets ~~~~~~~~~~~~~~~~~~~~~~ Permanently restricted net assets ~~~~~~~~~~~~~~~~~~~~~ Organizations that do not follow SFAS 117, check here | and complete lines 30 through 34. Capital stock or trust principal, or current funds ~~~~~~~~~~~~~~~ Paid-in or capital surplus, or land, building, or equipment fund ~~~~~~~~ Retained earnings, endowment, accumulated income, or other funds ~~~~ Total net assets or fund balances ~~~~~~~~~~~~~~~~~~~~~~ Total liabilities and net assets/fund balances 

28,602,532. 113,835,320. 1,832,699.

15,288,830. 95,049,771. 2,513,997.

1,205,376. 1,356,680. 314,168,921. 199,544,622.

6 7 8 9

Assets

1,614,031. 581,395. 320,648,827. 231,001,487.

80,963,452. 741,509,602. 11,683,001. 1,724,306. 383,000,000.

Liabilities

10c 11 12 13 14 15 16 17 18 19 20 21

64,836,170. 731,534,508. 5,827,674. 2,084,772. 383,000,000.

7,500,000. 47,428,900. 451,336,207. 116,281,027. 151,913,103. 21,979,265.

22 23 24 25 26

3,000,000. 37,430,724. 431,343,170. 137,177,031. 141,026,788. 21,987,519.

Net Assets or Fund Balances

27 28 29

27 28 29

30 31 32 33 34

290,173,395. 741,509,602.

30 31 32 33 34

300,191,338. 731,534,508. Form 990 (2010)

032011 12-21-10

20420308 701224 4530

13 2010.05070 MUSEUM ASSOCIATES

4530___2

Form 990 (2010)

MUSEUM ASSOCIATES Part XI Reconciliation of Net Assets


1 2 3 4 5 6 Total revenue (must equal Part VIII, column (A), line 12) ~~~~~~~~~~~~~~~~~~~~~~~~~~ Total expenses (must equal Part IX, column (A), line 25) ~~~~~~~~~~~~~~~~~~~~~~~~~~ Revenue less expenses. Subtract line 2 from line 1 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ~~~~~~~~~~ Other changes in net assets or fund balances (explain in Schedule O) ~~~~~~~~~~~~~~~~~~~ Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B))

95-2264067

Page 12

Check if Schedule O contains a response to any question in this Part XI  1 2 3 4 5 6

76,176,095. 102,914,167. -26,738,072. 290,173,395. 36,756,015. 300,191,338. X


No

Part XII Financial Statements and Reporting


1 2a b c

Check if Schedule O contains a response to any question in this Part XII  Yes

3a b

Accounting method used to prepare the Form 990: Cash Accrual Other If the organization changed its method of accounting from a prior year or checked "Other," explain in Schedule O. Were the organization's financial statements compiled or reviewed by an independent accountant? ~~~~~~~~~~~~ Were the organization's financial statements audited by an independent accountant? ~~~~~~~~~~~~~~~~~~~ If "Yes" to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant? ~~~~~~~~~~~~~~~ If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O. If "Yes" to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both: X Separate basis Consolidated basis Both consolidated and separate basis As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits. 

2a 2b 2c

X X X

3a

3b Form 990 (2010)

032012 12-21-10

20420308 701224 4530

14 2010.05070 MUSEUM ASSOCIATES

4530___2

SCHEDULE A
(Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service

Public Charity Status and Public Support


Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust. | Attach to Form 990 or Form 990-EZ. | See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection Employer identification number

Name of the organization

Part I

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

95-2264067

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.) 1 A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i). 2 A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.) 3 A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii). 4 A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state: 5 An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.) 6 7 8 9

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v). An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.) A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.) An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions - subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.) An organization organized and operated exclusively to test for public safety. See section 509(a)(4). An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h. a Type I b Type II c Type III - Functionally integrated d Type III - Other By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons? (i) A person who directly or indirectly controls, either alone or together with persons described in (ii) and (iii) below, Yes No the governing body of the supported organization? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 11g(i) (ii) A family member of a person described in (i) above? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 11g(ii) (iii) A 35% controlled entity of a person described in (i) or (ii) above? ~~~~~~~~~~~~~~~~~~~~~~~~ 11g(iii) Provide the following information about the supported organization(s). (ii) EIN (iii) Type of (vi) Is the (iv) Is the organization (v) Did you notify the organization in col. (i) listed in your organization in col. organization in col. (described on lines 1-9 governing document? (i) of your support? (i) organized in the U.S.? above or IRC section (see instructions)) Yes No Yes No Yes No (vii) Amount of support

10 11

e f g

(i) Name of supported organization

Total LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
032021 12-21-10

Schedule A (Form 990 or 990-EZ) 2010

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15 2010.05070 MUSEUM ASSOCIATES

4530___2

Schedule A (Form 990 or 990-EZ) 2010

Part II

(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.) (a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 (f) Total

MUSEUM ASSOCIATES 95-2264067 Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)

Page 2

Section A. Public Support


Calendar year (or fiscal year beginning in) | 1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ~~ 2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf ~~~~ 3 The value of services or facilities furnished by a governmental unit to the organization without charge ~ 4 Total. Add lines 1 through 3 ~~~ 5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) ~~~~~~~~~~~~

94,522,304. 135,804,657.

42,565,858.

40,952,868.

37,436,219. 351,281,906.

94,522,304. 135,804,657.

42,565,858.

40,952,868.

37,436,219. 351,281,906.

Section B. Total Support

6 Public support. Subtract line 5 from line 4. (a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010

37,364,025. 313,917,881. 94,522,304. 135,804,657. 42,565,858. 40,952,868. 37,436,219. 351,281,906.


(f) Total

Calendar year (or fiscal year beginning in) | 7 Amounts from line 4 ~~~~~~~ 8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources ~ 9 Net income from unrelated business activities, whether or not the business is regularly carried on ~ 10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ~~~~ 11 Total support. Add lines 7 through 10

5,952,094. 155,078. 928,064.

9,925,791. 54,642. 686,379.

4,696,222. 34,054. 339,786.

3,381,162. -13,087. 291,967.

2,995,424.

26,950,693. 230,687.

538,968.

Section C. Computation of Public Support Percentage

12 Gross receipts from related activities, etc. (see instructions) ~~~~~~~~~~~~~~~~~~~~~~~ 12 13 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here  |

2,785,164. 381,248,450. 135,788,708.

82.34 % 14 Public support percentage for 2010 (line 6, column (f) divided by line 11, column (f)) ~~~~~~~~~~~~ 14 79.51 % 15 Public support percentage from 2009 Schedule A, Part II, line 14 ~~~~~~~~~~~~~~~~~~~~~ 15 16a 33 1/3% support test - 2010. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box and X stop here. The organization qualifies as a publicly supported organization ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | b 33 1/3% support test - 2009. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | 17a 10% -facts-and-circumstances test - 2010.If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ~~~~~~~~~~~~~~~ | b 10% -facts-and-circumstances test - 2009.If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ~~~~~~~~ | 18 Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions  | Schedule A (Form 990 or 990-EZ) 2010

032022 12-21-10

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16 2010.05070 MUSEUM ASSOCIATES

4530___2

Schedule A (Form 990 or 990-EZ) 2010

Part III Support Schedule for Organizations Described in Section 509(a)(2) Section A. Public Support
Calendar year (or fiscal year beginning in) | 1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ~~ 2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose 3 Gross receipts from activities that are not an unrelated trade or business under section 513 ~~~~~ 4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf ~~~~ 5 The value of services or facilities furnished by a governmental unit to the organization without charge ~ 6 Total. Add lines 1 through 5 ~~~ 7 a Amounts included on lines 1, 2, and 3 received from disqualified persons b Amounts included on lines 2 and 3 received
from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year ~~~~~~

Page 3

(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.) (a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 (f) Total

Section B. Total Support

c Add lines 7a and 7b ~~~~~~~ 8 Public support (Subtract line 7c from line 6.) (a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 (f) Total

Calendar year (or fiscal year beginning in) | 9 Amounts from line 6 ~~~~~~~ 10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources ~ b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975 ~~~~ c Add lines 10a and 10b ~~~~~~ 11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on ~~~~~~~ 12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ~~~~ 13 Total support (Add lines 9, 10c, 11, and 12.)

Section C. Computation of Public Support Percentage

14 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here  | 15 Public support percentage for 2010 (line 8, column (f) divided by line 13, column (f)) ~~~~~~~~~~~~ 16 Public support percentage from 2009 Schedule A, Part III, line 15  15 16 % %

Section D. Computation of Investment Income Percentage

17 Investment income percentage for 2010 (line 10c, column (f) divided by line 13, column (f)) ~~~~~~~~ 17 % 18 Investment income percentage from 2009 Schedule A, Part III, line 17 ~~~~~~~~~~~~~~~~~~ 18 % 19 a 33 1/3% support tests - 2010. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% , and line 17 is not more than 33 1/3% , check this box and stop here. The organization qualifies as a publicly supported organization ~~~~~~~~~~ | b 33 1/3% support tests - 2009. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% , and line 18 is not more than 33 1/3% , check this box and stop here. The organization qualifies as a publicly supported organization ~~~~ | 20 Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions  | 032023 12-21-10 Schedule A (Form 990 or 990-EZ) 2010

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17 2010.05070 MUSEUM ASSOCIATES

4530___2

Schedule A (Form 990 or 990-EZ) 2010

Part IV

MUSEUM ASSOCIATES 95-2264067 Page 4 Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b;
and Part III, line 12. Also complete this part for any additional information. (See instructions).

SCHEDULE A, PART II, LINE 10, EXPLANATION FOR OTHER INCOME: CAFETERIA COMMISSIONED PRINTS DWP ENERGY REBATE FACILITY USE FEE INSURANCE CLAIM REV. OTHER REVENUE PATRON PARKING CAFE REVENUE

032024 12-21-10

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18 2010.05070 MUSEUM ASSOCIATES

Schedule A (Form 990 or 990-EZ) 2010

4530___2

Schedule B
(Form 990, 990-EZ, or 990-PF)
Department of the Treasury Internal Revenue Service

Schedule of Contributors
| Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2010

Name of the organization

Employer identification number

MUSEUM ASSOCIATES
Organization type (check one): Filers of: Form 990 or 990-EZ Section:

95-2264067

501(c)(

) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization 501(c)(3) exempt private foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation 501(c)(3) taxable private foundation

Form 990-PF

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

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33 1/3% support test of the regulations under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h or (ii) Form 990-EZ, line 1. Complete Parts I and II. For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year, aggregate contributions of more than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and III. For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did not aggregate to more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more during the year. ~~~~~~~~~~~~~~~~~ | $

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer "No" on Part IV, line 2 of its Form 990, or check the box on line H of its Form 990-EZ, or on line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF). LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990, 990-EZ, or 990-PF. Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

023451 12-23-10

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Page

of

of Part I

Name of organization

Employer identification number

MUSEUM ASSOCIATES Part I


(a) No.

95-2264067
(see instructions) (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash

Contributors

THE AHMANSON FOUNDATION 9215 WILSHIRE BLVD BEVERLY HILLS, CA 90210


$

2,472,000.

(Complete Part II if there is a noncash contribution.) (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash

(a) No.

(b) Name, address, and ZIP + 4

THE STEVE TISCH FOUNDATION INC. 10202 W. WASHINGTON BLVD. 3RD FLOOR CULVER CITY, CA 90232
$

1,692,500.

(Complete Part II if there is a noncash contribution.) (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash

(a) No.

(b) Name, address, and ZIP + 4

THE DAVID GEFFEN FOUNDATION 12011 SAN VINCENTE BLVD. SUITE 606 LOS ANGELES, CA 90049
$

1,540,000.

(Complete Part II if there is a noncash contribution.) (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash

(a) No.

(b) Name, address, and ZIP + 4

LANNAN FOUNDATION 313 READ STREET SANTA FE, NM 87501


$

1,000,000.

(Complete Part II if there is a noncash contribution.) (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash

(a) No.

(b) Name, address, and ZIP + 4

MRS. CAMILLA CHANDLER FROST 875 COMSTOCK AVE, NO. 8E-F LOS ANGELES, CA 90024
$

883,000.

(Complete Part II if there is a noncash contribution.) (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash

(a) No.

(b) Name, address, and ZIP + 4

(Complete Part II if there is a noncash contribution.)


023452 12-23-10

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20 2010.05070 MUSEUM ASSOCIATES

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

4530___2

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Page

of

of Part II

Name of organization

Employer identification number

MUSEUM ASSOCIATES Part II


(a) No. from Part I

95-2264067
(see instructions) (c) FMV (or estimate) (see instructions)

Noncash Property

(b) Description of noncash property given

(d) Date received

$ (a) No. from Part I

(b) Description of noncash property given

(c) FMV (or estimate) (see instructions)

(d) Date received

$ (a) No. from Part I

(b) Description of noncash property given

(c) FMV (or estimate) (see instructions)

(d) Date received

$ (a) No. from Part I

(b) Description of noncash property given

(c) FMV (or estimate) (see instructions)

(d) Date received

$ (a) No. from Part I

(b) Description of noncash property given

(c) FMV (or estimate) (see instructions)

(d) Date received

$ (a) No. from Part I

(b) Description of noncash property given

(c) FMV (or estimate) (see instructions)

(d) Date received

$
023453 12-23-10

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21 2010.05070 MUSEUM ASSOCIATES

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

4530___2

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Page

of

of Part III

Name of organization

Employer identification number

MUSEUM ASSOCIATES 95-2264067 Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations aggregating Part III
(a) No. from Part I more than $1,000 for the year. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) | $ (b) Purpose of gift (c) Use of gift

(d) Description of how gift is held

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

(a) No. from Part I

(b) Purpose of gift

(c) Use of gift

(d) Description of how gift is held

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

(a) No. from Part I

(b) Purpose of gift

(c) Use of gift

(d) Description of how gift is held

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

(a) No. from Part I

(b) Purpose of gift

(c) Use of gift

(d) Description of how gift is held

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

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22 2010.05070 MUSEUM ASSOCIATES

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

4530___2

SCHEDULE C
(Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service

Political Campaign and Lobbying Activities


For Organizations Exempt From Income Tax Under section 501(c) and section 527

OMB No. 1545-0047

2010

Open to Public Inspection | See separate instructions. If the organization answered "Yes," to Form 990, Part IV, line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C. Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B. Section 527 organizations: Complete Part I-A only. If the organization answered "Yes," to Form 990, Part IV, line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B. Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A. If the organization answered "Yes," to Form 990, Part IV, line 5 (Proxy Tax), or Form 990-EZ, Part V, line 35a (Proxy Tax), then Section 501(c)(4), (5), or (6) organizations: Complete Part III. Name of organization Employer identification number

J Complete if the organization is described below. J Attach to Form 990 or Form 990-EZ.

Part I-A

MUSEUM ASSOCIATES 95-2264067 Complete if the organization is exempt under section 501(c) or is a section 527 organization.

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

Part I-B

Part I-C

1 Enter the amount of any excise tax incurred by the organization under section 4955 ~~~~~~~~~~~~~ J $ 2 Enter the amount of any excise tax incurred by organization managers under section 4955 ~~~~~~~~~~ J $ 3 If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ~~~~~~~~~~~~~~~~~~~ 4a Was a correction made? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ b If "Yes," describe in Part IV.

Complete if the organization is exempt under section 501(c)(3).

Yes Yes

No No

1 2 Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ J $ 3 Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ J $ No 4 Did the filing organization file Form 1120-POL for this year? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Yes 5 Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing organization made payments. For each organization listed, enter the amount paid from the filing organization's funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV. (a) Name (b) Address (c) EIN (d) Amount paid from (e) Amount of political contributions received and filing organization's promptly and directly funds. If none, enter -0-. delivered to a separate political organization. If none, enter -0-.

Complete if the organization is exempt under section 501(c), except section 501(c)(3). Enter the amount directly expended by the filing organization for section 527 exempt function activities ~~~~ J $

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. LHA
032041 02-02-11

Schedule C (Form 990 or 990-EZ) 2010

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23 2010.05070 MUSEUM ASSOCIATES

4530___2

Schedule C (Form 990 or 990-EZ) 2010

Part II-A
A Check B Check

MUSEUM ASSOCIATES 95-2264067 Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)). J if the filing organization belongs to an affiliated group. J if the filing organization checked box A and "limited control" provisions apply.
Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.) (a) Filing organization's totals

Page 2

(b) Affiliated group totals

1a b c d e f

Total lobbying expenditures to influence public opinion (grass roots lobbying) ~~~~~~~~~~ Total lobbying expenditures to influence a legislative body (direct lobbying) ~~~~~~~~~~~ Total lobbying expenditures (add lines 1a and 1b) ~~~~~~~~~~~~~~~~~~~~~~~~ Other exempt purpose expenditures ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Total exempt purpose expenditures (add lines 1c and 1d) ~~~~~~~~~~~~~~~~~~~~ Lobbying nontaxable amount. Enter the amount from the following table in both columns. If the amount on line 1e, column (a) or (b) is: The lobbying nontaxable amount is: Not over $500,000 Over $500,000 but not over $1,000,000 Over $1,000,000 but not over $1,500,000 Over $1,500,000 but not over $17,000,000 Over $17,000,000 20% of the amount on line 1e. $100,000 plus 15% of the excess over $500,000. $175,000 plus 10% of the excess over $1,000,000. $225,000 plus 5% of the excess over $1,500,000. $1,000,000.

0. 5,217. 5,217. 102,908,950. 102,914,167. 1,000,000.

g h i j

250,000. Grassroots nontaxable amount (enter 25% of line 1f) ~~~~~~~~~~~~~~~~~~~~~~ 0. Subtract line 1g from line 1a. If zero or less, enter -0- ~~~~~~~~~~~~~~~~~~~~~~ 0. Subtract line 1f from line 1c. If zero or less, enter -0- ~~~~~~~~~~~~~~~~~~~~~~ If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year?  Yes 4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period Calendar year (or fiscal year beginning in) (a) 2007 (b) 2008 (c) 2009 (d) 2010

No

(e) Total

2 a Lobbying nontaxable amount b Lobbying ceiling amount (150% of line 2a, column(e)) c Total lobbying expenditures d Grassroots nontaxable amount e Grassroots ceiling amount (150% of line 2d, column (e)) f Grassroots lobbying expenditures

1,000,000.

1,000,000.

1,000,000.

1,000,000.

4,000,000. 6,000,000.

30,303. 250,000.

936,875. 250,000.

6,911. 250,000.

5,217. 250,000.

979,306. 1,000,000. 1,500,000.

Schedule C (Form 990 or 990-EZ) 2010

032042 02-02-11

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24 2010.05070 MUSEUM ASSOCIATES

4530___2

Schedule C (Form 990 or 990-EZ) 2010

Part II-B

MUSEUM ASSOCIATES 95-2264067 Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).
(a) Yes No (b)

Page 3

Amount

Part III-A Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).
1 2 3 Were substantially all (90% or more) dues received nondeductible by members? ~~~~~~~~~~~~~~~~~ Did the organization make only in-house lobbying expenditures of $2,000 or less? ~~~~~~~~~~~~~~~~ Did the organization agree to carryover lobbying and political expenditures from the prior year?  1 2 3

a b c d e f g h i j 2a b c d

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of: Volunteers? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ~ Media advertisements? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Mailings to members, legislators, or the public? ~~~~~~~~~~~~~~~~~~~~~~~~~ Publications, or published or broadcast statements? ~~~~~~~~~~~~~~~~~~~~~~ Grants to other organizations for lobbying purposes? ~~~~~~~~~~~~~~~~~~~~~~ Direct contact with legislators, their staffs, government officials, or a legislative body? ~~~~~~ Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ~~~~ Other activities? If "Yes," describe in Part IV ~~~~~~~~~~~~~~~~~~~~~~~~~~~ Total. Add lines 1c through 1i ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? ~~~~ If "Yes," enter the amount of any tax incurred under section 4912 ~~~~~~~~~~~~~~~~ If "Yes," enter the amount of any tax incurred by organization managers under section 4912 ~~~ If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? 

Yes

No

Part III-B Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) if BOTH Part III-A, lines 1 and 2 are answered "No" OR if Part III-A, line 3 is answered "Yes."
Dues, assessments and similar amounts from members ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid). a Current year ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ b Carryover from last year ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ c Total ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 3 Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues ~~~~~~~~ 4 If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 5 Taxable amount of lobbying and political expenditures (see instructions)  1 2 1

2a 2b 2c 3

Part IV

Supplemental Information

4 5

Complete this part to provide the descriptions required for Part I-A, line 1; Part I-B, line 4; Part I-C, line 5; and Part II-B, line 1i. Also, complete this part for any additional information.

SCHEDULE C, PART II-A, LINE 1B

THE MUSEUM'S GENERAL COUNSEL AND THE MUSEUM'S PRESIDENT PROVIDED COMMENTS ON LEGISLATION PENDING IN FEDERAL AND STATE LEGISLATIVE BODIES THAT WOULD DIRECTLY AFFECT THE MUSEUM.

Schedule C (Form 990 or 990-EZ) 2010


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25 2010.05070 MUSEUM ASSOCIATES

4530___2

SCHEDULE D
(Form 990)
Department of the Treasury Internal Revenue Service

Supplemental Financial Statements


| Complete if the organization answered "Yes," to Form 990, Part IV, line 6, 7, 8, 9, 10, 11, or 12. | Attach to Form 990. | See separate instructions.

OMB No. 1545-0047

Open to Public Inspection Employer identification number

2010

Name of the organization

Part I
1 2 3 4 5

MUSEUM ASSOCIATES 95-2264067 Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the
(a) Donor advised funds

organization answered "Yes" to Form 990, Part IV, line 6. (b) Funds and other accounts Total number at end of year ~~~~~~~~~~~~~~~ Aggregate contributions to (during year) ~~~~~~~~ Aggregate grants from (during year) ~~~~~~~~~~ Aggregate value at end of year ~~~~~~~~~~~~~ Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization's property, subject to the organization's exclusive legal control? ~~~~~~~~~~~~~~~~~~ Yes 6 Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit?  Yes Part II Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7. 1 Purpose(s) of conservation easements held by the organization (check all that apply). Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area Protection of natural habitat Preservation of a certified historic structure Preservation of open space Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year. Held at the End of the Tax Year Total number of conservation easements ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2a Total acreage restricted by conservation easements ~~~~~~~~~~~~~~~~~~~~~~~~~~ 2b Number of conservation easements on a certified historic structure included in (a) ~~~~~~~~~~~~ 2c Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2d Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the tax year | Number of states where property subject to conservation easement is located | Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ~~~~~~~~~~~~~~~~~~~~~~~~~ Yes Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year | Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year | $

No

No

a b c d 3 4 5 6 7 8 9

No

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) No and section 170(h)(4)(B)(ii)? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Yes In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting for conservation easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.

1a If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIV, the text of the footnote to its financial statements that describes these items. b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items: (i) Revenues included in Form 990, Part VIII, line 1 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | $ (ii) Assets included in Form 990, Part X ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | $ 2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the following amounts required to be reported under SFAS 116 (ASC 958) relating to these items: a Revenues included in Form 990, Part VIII, line 1 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | $ b Assets included in Form 990, Part X ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | $ LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990.
032051 12-20-10

Schedule D (Form 990) 2010

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26 2010.05070 MUSEUM ASSOCIATES

4530___2

Schedule D (Form 990) 2010

Part III
3

MUSEUM ASSOCIATES 95-2264067 Page 2 Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization's acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply): X X a Public exhibition d Loan or exchange programs X Scholarly research X b e Other PUBLIC EDUCATION X Preservation for future generations c 4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose in Part XIV. 5 During the year, did the organization solicit or receive donations of art, historical treasures, or other similar assets X No to be sold to raise funds rather than to be maintained as part of the organization's collection?  Yes Part IV Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21. 1a Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not included on Form 990, Part X? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Yes b If "Yes," explain the arrangement in Part XIV and complete the following table: Amount c Beginning balance ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 1c d Additions during the year ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 1d e Distributions during the year ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 1e f Ending balance ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 1f 2a Did the organization include an amount on Form 990, Part X, line 21? ~~~~~~~~~~~~~~~~~~~~~~~~~ Yes b If "Yes," explain the arrangement in Part XIV. Part V Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10. 1a b c d e

No

No

(a) Current year (b) Prior year (c) Two years back (d) Three years back (e) Four years back 106,777,939. 99,571,155. 148,060,293. Beginning of year balance ~~~~~~~ 8,254. 17,948. 37,200. Contributions ~~~~~~~~~~~~~~ 17,012,210. 14,057,814. -41,522,387. Net investment earnings, gains, and losses Grants or scholarships ~~~~~~~~~ Other expenditures for facilities 5,923,058. 6,868,978. 7,003,951. and programs ~~~~~~~~~~~~~ f Administrative expenses ~~~~~~~~ 117,875,345. 106,777,939. 99,571,155. g End of year balance ~~~~~~~~~~ 2 Provide the estimated percentage of the year end balance held as: 48.70 a Board designated or quasi-endowment | % 18.70 b Permanent endowment | % 32.70 c Term endowment | % 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization by: Yes No X (i) unrelated organizations ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 3a(i) X (ii) related organizations ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 3a(ii) b If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? ~~~~~~~~~~~~~~~~~~~~~~ 3b 4 Describe in Part XIV the intended uses of the organization's endowment funds. Part VI Land, Buildings, and Equipment. See Form 990, Part X, line 10. Description of investment (a) Cost or other basis (investment) (b) Cost or other basis (other) (c) Accumulated depreciation (d) Book value

36,143,953. 36,143,953. 1a Land ~~~~~~~~~~~~~~~~~~~~ 303,277,925. 20,063,977. 283,213,948. b Buildings ~~~~~~~~~~~~~~~~~~ c Leasehold improvements ~~~~~~~~~~ 9,454,064. 8,163,138. 1,290,926. d Equipment ~~~~~~~~~~~~~~~~~ e Other  320,648,827. Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)  | Schedule D (Form 990) 2010

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4530___2

Schedule D (Form 990) 2010

MUSEUM ASSOCIATES Part VII Investments - Other Securities. See Form 990, Part X, line 12.
(a) Description of security or category (including name of security) (b) Book value

95-2264067
(c) Method of valuation: Cost or end-of-year market value

Page 3

(1) Financial derivatives ~~~~~~~~~~~~~~~ (2) Closely-held equity interests ~~~~~~~~~~~ (3) Other (A) (B) (C) (D) (E) (F) (G) (H) (I) Total. (Col (b) must equal Form 990, Part X, col (B) line 12.) |

Part VIII Investments - Program Related. See Form 990, Part X, line 13.
(a) Description of investment type (b) Book value (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) Total. (Col (b) must equal Form 990, Part X, col (B) line 13.) | Part IX Other Assets. See Form 990, Part X, line 15. (a) Description

(c) Method of valuation: Cost or end-of-year market value

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) Total. (Column (b) must equal Form 990, Part X, col (B) line 15.)  | Part X Other Liabilities. See Form 990, Part X, line 25. (a) Description of liability (b) Amount 1.

REVENUE BOND TRUST ACCOUNTS CAPITALIZED REVENUE BOND ISSUANCE COSTS

(b) Book value

48,596,038. 16,240,132.

64,836,170.

(1) Federal income taxes 35,954,259. (2) INTEREST RATE SWAPS SPLIT-INTEREST AGREEMENT LIABILITIES 931,775. (3) CAPITAL LEASE OBLIGATION 544,690. (4) (5) (6) (7) (8) (9) (10) (11) 37,430,724. Total. (Column (b) must equal Form 990, Part X, col (B) line 25.)  | FIN 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under 2. FIN 48 (ASC 740). 032053 Schedule D (Form 990) 2010 12-20-10

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4530___2

Schedule D (Form 990) 2010

Part XI
1 2 3 4 5 6 7 8 9 10

MUSEUM ASSOCIATES 95-2264067 Reconciliation of Change in Net Assets from Form 990 to Audited Financial Statements
1 2 3 4 5 6 7 8 9 10

Page 4

Total revenue (Form 990, Part VIII, column (A), line 12) ~~~~~~~~~~~~~~~~~~~~~~ Total expenses (Form 990, Part IX, column (A), line 25) ~~~~~~~~~~~~~~~~~~~~~~ Excess or (deficit) for the year. Subtract line 2 from line 1 ~~~~~~~~~~~~~~~~~~~~~ Net unrealized gains (losses) on investments ~~~~~~~~~~~~~~~~~~~~~~~~~~~ Donated services and use of facilities ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Investment expenses ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Prior period adjustments ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Other (Describe in Part XIV.) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Total adjustments (net). Add lines 4 through 8 ~~~~~~~~~~~~~~~~~~~~~~~~~~~ Excess or (deficit) for the year per audited financial statements. Combine lines 3 and 9 

76,176,095. 102,914,167. -26,738,072. 27,873,751.

8,882,264. 36,756,015. 10,017,943. 117,188,502.

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1 2 a b c d e 3 4 a b c 5 1 2 a b c d e 3 4 a b c 5 Total revenue, gains, and other support per audited financial statements ~~~~~~~~~~~~~~~~~~~ 1 Amounts included on line 1 but not on Form 990, Part VIII, line 12: 27,873,751. Net unrealized gains on investments ~~~~~~~~~~~~~~~~~~~~~~ 2a Donated services and use of facilities ~~~~~~~~~~~~~~~~~~~~~~ 2b Recoveries of prior year grants ~~~~~~~~~~~~~~~~~~~~~~~~~ 2c 8,208,540. Other (Describe in Part XIV.) ~~~~~~~~~~~~~~~~~~~~~~~~~~ 2d Add lines 2a through 2d ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2e Subtract line 2e from line 1 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 3 Amounts included on Form 990, Part VIII, line 12, but not on line 1: Investment expenses not included on Form 990, Part VIII, line 7b ~~~~~~~~ 4a -4,930,116. Other (Describe in Part XIV.) ~~~~~~~~~~~~~~~~~~~~~~~~~~ 4b Add lines 4a and 4b ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 4c Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.)  5 Total expenses and losses per audited financial statements ~~~~~~~~~~~~~~~~~~~~~~~~~~ 1 Amounts included on line 1 but not on Form 990, Part IX, line 25: Donated services and use of facilities ~~~~~~~~~~~~~~~~~~~~~~ 2a Prior year adjustments ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2b Other losses ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2c -13,554,787. Other (Describe in Part XIV.) ~~~~~~~~~~~~~~~~~~~~~~~~~~ 2d Add lines 2a through 2d ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2e Subtract line 2e from line 1 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 3 Amounts included on Form 990, Part IX, line 25, but not on line 1: Investment expenses not included on Form 990, Part VIII, line 7b ~~~~~~~~ 4a Other (Describe in Part XIV.) ~~~~~~~~~~~~~~~~~~~~~~~~~~ 4b Add lines 4a and 4b ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 4c Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.)  5

36,082,291. 81,106,211.

-4,930,116. 76,176,095. 89,359,380.

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return

-13,554,787. 102,914,167.

0. 102,914,167.

Part XIV Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part IV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

PART III, LINE 1A: IN CONFORMITY WITH THE PRACTICE FOLLOWED BY MANY MUSEUMS, ART OBJECTS PURCHASED BY OR DONATED TO THE MUSEUM ARE NOT

CAPITALIZED IN THE STATEMENT OF FINANCIAL POSITION. THE MUSEUM'S ART COLLECTION IS MADE UP OF ART OBJECTS THAT ARE HELD FOR EXHIBITION AND VARIOUS OTHER PROGRAM ACTIVITIES. EACH OF THE ITEMS IS CATALOGUED, PRESERVED AND CARED FOR, AND ACTIVITIES VERIFYING THEIR EXISTENCE AND ASSESSING THEIR CONDITION ARE PERFORMED CONTINUOUSLY. PURCHASED COLLECTION ITEMS ARE RECORDED AS DECREASES IN UNRESTRICTED NET ASSETS IN THE YEAR IN
032054 12-20-10

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4530___2

Schedule D (Form 990) 2010

MUSEUM ASSOCIATES Part XIV Supplemental Information (continued)

95-2264067

Page 5

WHICH THE ITEMS ARE ACQUIRED, OR IN TEMPORARILY RESTRICTED NET ASSETS IF THE NET ASSETS USED TO PURCHASE THE ITEMS ARE RESTRICTED BY DONORS; CONTRIBUTED COLLECTION ITEMS ARE EXCLUDED FROM THE FINANCIAL STATEMENTS.

PART III, LINE 4: THE LOS ANGELES COUNTY MUSEUM OF ART (THE "MUSEUM") IS THE PREMIER ENCYCLOPEDIC ART MUSEUM IN THE WESTERN UNITED STATES. THE MUSEUM'S COLLECTION OF MORE THAN 100,000 ARTWORKS FROM AROUND THE WORLD SPANS THE HISTORY OF ART, FROM ANCIENT TO CONTEMPORARY TIMES, INCLUDING ESPECIALLY STRONG COLLECTIONS OF ASIAN, LATIN AMERICAN, EUROPEAN, AND AMERICAN ART. THROUGH ITS VARIED COLLECTIONS, THE MUSEUM IS BOTH A RESOURCE TO AND A REFLECTION OF THE MANY CULTURAL COMMUNITIES AND HERITAGES IN SOUTHERN CALIFORNIA AND THROUGHOUT THE WORLD.

PART V, LINE 4: THE EARNINGS OF THE MUSEUM'S ENDOWMENT FUNDS SUPPORT EDUCATION AND ART PROGRAMS, AND THE MISSION OF THE MUSEUM.

PART X, LINE 2: IN ACCORDANCE WITH FINANCIAL ACCOUNTING STANDARDS BOARD ("FASB") ACCOUNTING STANDARDS CODIFICATION ("ASC") TOPIC NO. 740, "UNCERTAINTY IN INCOME TAXES" ("ASC 740"), THE MUSEUM RECOGNIZES THE IMPACT OF TAX POSITIONS IN THE COMBINED FINANCIAL STATEMENT IF THAT POSITION IS MORE LIKELY THAN NOT TO BE SUSTAINED ON AUDIT, BASED ON THE TECHNICAL MERITS OF THE POSITION. TO DATE, THE MUSEUM HAS NOT RECORDED ANY UNCERTAIN TAX POSITIONS.

THE MUSEUM RECOGNIZES POTENTIAL ACCRUED INTEREST AND PENALTIES RELATED TO UNCERTAIN TAX POSITIONS IN INCOME TAX EXPENSE. DURING THE YEAR ENDED JUNE 30, 2011, THE MUSEUM PERFORMED AN EVALUATION OF UNCERTAIN TAX POSITIONS AND DID NOT NOTE ANY MATTERS THAT WOULD REQUIRE RECOGNITION IN THE
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Schedule D (Form 990) 2010

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4530___2

Schedule D (Form 990) 2010

MUSEUM ASSOCIATES Part XIV Supplemental Information (continued)

95-2264067

Page 5

COMBINED FINANCIAL STATEMENT OR WHICH MAY HAVE AN EFFECT ON ITS TAX-EXEMPT STATUS.

JURISDICTION OPEN TAX YEARS

FEDERAL 2007 - 2011 STATE 2006 - 2011

PART XI, LINE 8 - OTHER ADJUSTMENTS: UNREALIZED GAINS/LOSSES - ON INTEREST RATE SWAP 8,882,264.

PART XII, LINE 2D - OTHER ADJUSTMENTS: UNREALIZED GAINS/LOSSES - ON INTEREST RATE SWAP INVESTMENT MANAGEMENT FEES TOTAL TO SCHEDULE D, PART XII, LINE 2D 8,882,264. -673,724. 8,208,540.

PART XII, LINE 4B - OTHER ADJUSTMENTS: COGS COLLECTION ITEMS SOLD DOUBTFUL PLEDGES TOTAL TO SCHEDULE D, PART XII, LINE 4B -1,221,011. 490,895. -4,200,000. -4,930,116.

PART XIII, LINE 2D - OTHER ADJUSTMENTS: COGS ART ACCESSIONS INVESTMENT MANAGEMENT FEES DOUBTFUL PLEDGES TOTAL TO SCHEDULE D, PART XIII, LINE 2D
032055 12-20-10

1,221,011. -18,302,074. -673,724. 4,200,000. -13,554,787.


Schedule D (Form 990) 2010

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4530___2

SCHEDULE G
(Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service

Name of the organization

Part I

MUSEUM ASSOCIATES 95-2264067 Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17. Form 990-EZ filers are not
required to complete this part.

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, Open To Public or if the organization entered more than $15,000 on Form 990-EZ, line 6a. Inspection | Attach to Form 990 or Form 990-EZ. | See separate instructions. Employer identification number

Supplemental Information Regarding Fundraising or Gaming Activities

OMB No. 1545-0047

2010

1 Indicate whether the organization raised funds through any of the following activities. Check all that apply. a Mail solicitations e Solicitation of non-government grants b Internet and email solicitations f Solicitation of government grants c Phone solicitations g Special fundraising events d In-person solicitations 2 a Did the organization have a written or oral agreement with any individual (including officers, directors, trustees or Yes key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services? b If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is to be compensated at least $5,000 by the organization. (i) Name and address of individual or entity (fundraiser) (iii) Did fundraiser have custody or control of contributions? Yes No (v) Amount paid (iv) Gross receipts to (or retained by) fundraiser from activity listed in col. (i)

No

(ii) Activity

(vi) Amount paid to (or retained by) organization

Total  | 3 List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing.

LHA Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
032081 01-13-11

Schedule G (Form 990 or 990-EZ) 2010

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32 2010.05070 MUSEUM ASSOCIATES

4530___2

Schedule G (Form 990 or 990-EZ) 2010

Part II

Revenue

of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000. (a) Event #1 (b) Event #2 (c) Other events (d) Total events DECORATIVE ARTS (add col. (a) through RESNICK PAVILION COUNCIL 5 col. (c)) (event type) (event type) (total number) Gross receipts ~~~~~~~~~~~~~~ Less: Charitable contributions ~~~~~~ Gross income (line 1 minus line 2)  Cash prizes ~~~~~~~~~~~~~~~ Noncash prizes ~~~~~~~~~~~~~ Rent/facility costs ~~~~~~~~~~~~ Food and beverages ~~~~~~~~~~

MUSEUM ASSOCIATES 95-2264067 Page 2 Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000

1 2 3 4

3,536,335. 871,350. 2,664,985.

61,500.

50,285. 29,173.

3,648,120. 900,523. 2,747,597.

61,500.

21,112.

Direct Expenses

5 6 7 8 9 10 11

Part
Revenue

Entertainment ~~~~~~~~~~~~~~ 2,664,985. 63,056. 19,556. Other direct expenses ~~~~~~~~~~ Direct expense summary. Add lines 4 through 9 in column (d) ~~~~~~~~~~~~~~~~~~~~~~~~ | ( Net income summary. Combine line 3, column (d), and line 10 | III Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a. (a) Bingo (b) Pull tabs/instant bingo/progressive bingo (c) Other gaming

2,747,597. 2,747,597. ) 0.

(d) Total gaming (add col. (a) through col. (c))

1 2 3 4 5 6 7 8

Gross revenue  Cash prizes ~~~~~~~~~~~~~~~ Noncash prizes ~~~~~~~~~~~~~ Rent/facility costs ~~~~~~~~~~~~ Other direct expenses  Volunteer labor ~~~~~~~~~~~~~

Direct Expenses

Yes No

Yes No

Yes No

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

~~~~~~~~~~~~~~~~~~~~~~~~ |  |

Net gaming income summary. Combine line 1, column d, and line 7

9 Enter the state(s) in which the organization operates gaming activities: a Is the organization licensed to operate gaming activities in each of these states? ~~~~~~~~~~~~~~~~~~~~ b If "No," explain:

Yes

No

10a Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? ~~~~~~~~~ b If "Yes," explain:

Yes

No

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Schedule G (Form 990 or 990-EZ) 2010

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33 2010.05070 MUSEUM ASSOCIATES

4530___2

95-2264067 Schedule G (Form 990 or 990-EZ) 2010 MUSEUM ASSOCIATES 11 Does the organization operate gaming activities with nonmembers?~~~~~~~~~~~~~~~~~~~~~~~~~~~ Yes 12 Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity formed to administer charitable gaming? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Yes 13 Indicate the percentage of gaming activity operated in: a The organization's facility ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 13a b An outside facility ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 13b 14 Enter the name and address of the person who prepares the organization's gaming/special events books and records:
Name | Address | 15a Does the organization have a contract with a third party from whom the organization receives gaming revenue? ~~~~~~ Yes b If "Yes," enter the amount of gaming revenue received by the organization | $ of gaming revenue retained by the third party | $ . c If "Yes," enter name and address of the third party: Name | Address | 16 Gaming manager information: Name | Gaming manager compensation | $ Description of services provided | and the amount

Page 3 No No % %

No

Director/officer

Employee

Independent contractor

17 Mandatory distributions: a Is the organization required under state law to make charitable distributions from the gaming proceeds to retain the state gaming license? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Yes No b Enter the amount of distributions required under state law to be distributed to other exempt organizations or spent in the organization's own exempt activities during the tax year | $ Part IV Supplemental Information. Complete this part to provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

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Schedule G (Form 990 or 990-EZ) 2010

4530___2

SCHEDULE I (Form 990)


Department of the Treasury Internal Revenue Service

OMB No. 1545-0047

Grants and Other Assistance to Organizations, Governments, and Individuals in the United States Complete if the organization answered "Yes" to Form 990, Part IV, line 21 or 22. | Attach to Form 990.

2010

Open to Public Inspection Employer identification number

Name of the organization Part I 1

MUSEUM ASSOCIATES

95-2264067

General Information on Grants and Assistance No

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and the selection X Yes criteria used to award the grants or assistance? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2 Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States. Part II Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 21, for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Part II can be duplicated if additional space is needed | (f) Method of 1 (a) Name and address of organization (b) EIN (c) IRC section (d) Amount of (e) Amount of (g) Description of (h) Purpose of grant valuation (book, or government if applicable cash grant non-cash non-cash assistance or assistance FMV, appraisal, assistance other)

MOVE LA C/O COMMUNITY PARTNERS 634 SOUTH SPRING STREET #818 LOS ANGELES, CA 90014

95-4302067 501(C)(3)

6,500.

0.CASH GRANTS

TO PROMOTE EXTENSION OF A SUBWAY LINE TO THE MUSEUM.

1. 2 Enter total number of section 501(c)(3) and government organizations ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | 3 Enter total number of other organizations  | LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule I (Form 990) (2010)
032101 01-13-11

35

MUSEUM ASSOCIATES Schedule I (Form 990) (2010) Part III Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22. Part III can be duplicated if additional space is needed.
(a) Type of grant or assistance (b) Number of recipients (c) Amount of cash grant (d) Amount of noncash assistance (e) Method of valuation (book, FMV, appraisal, other)

95-2264067

Page 2

(f) Description of non-cash assistance

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

SCHEDULE I, PART I, LINE 2: THE MUSEUM MONITORS THE USE OF GRANT FUNDS ON A CASE-BY-CASE BASIS BUT DOES NOT HAVE OFFICIAL PROCEDURES FOR SUCH MONITORING. GRANT MAKING IS NOT A PRIORITY OF THE MUSEUM. GRANTS ARE MADE ON A CASE-BY-CASE BASIS AND ONLY IF THEY SUPPORT LACMA'S MISSION.

032102 01-13-11

36

Schedule I (Form 990) (2010)

SCHEDULE J (Form 990)


Department of the Treasury Internal Revenue Service

Name of the organization

For certain Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees | Complete if the organization answered "Yes" to Form 990, Part IV, line 23. | Attach to Form 990. | See separate instructions.

Compensation Information

OMB No. 1545-0047

2010

Open to Public Inspection Employer identification number

Part I

MUSEUM ASSOCIATES Questions Regarding Compensation

95-2264067

Yes 1a Check the appropriate box(es) if the organization provided any of the following to or for a person listed in Form 990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items. X First-class or charter travel Housing allowance or residence for personal use Travel for companions Payments for business use of personal residence Tax indemnification and gross-up payments Health or social club dues or initiation fees Discretionary spending account Personal services (e.g., maid, chauffeur, chef) b If any of the boxes on line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain ~~~~~~~~~~~ 2 Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ~~~~~~~~~~~~~~~~~~~~~ 3 Indicate which, if any, of the following the organization uses to establish the compensation of the organization's CEO/Executive Director. Check all that apply. X X Compensation committee Written employment contract X Independent compensation consultant X Compensation survey or study X Form 990 of other organizations X Approval by the board or compensation committee

No

1b 2

X X

During the year, did any person listed in Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization: a Receive a severance payment or change-of-control payment from the organization or a related organization? ~~~~~~~~ b Participate in, or receive payment from, a supplemental nonqualified retirement plan? ~~~~~~~~~~~~~~~~~~~~ c Participate in, or receive payment from, an equity-based compensation arrangement?~~~~~~~~~~~~~~~~~~~~ If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

4a 4b 4c

X X X

Only section 501(c)(3) and 501(c)(4) organizations must complete lines 5-9. For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any compensation contingent on the revenues of: X 5a a The organization? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ X 5b b Any related organization? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes" to line 5a or 5b, describe in Part III. 6 For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any compensation contingent on the net earnings of: X 6a a The organization? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ X 6b b Any related organization? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes" to line 6a or 6b, describe in Part III. 7 For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed payments X 7 not described in lines 5 and 6? If "Yes," describe in Part III ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 8 Were any amounts reported in Form 990, Part VII, paid or accrued pursuant to a contract that was subject to the X 8 initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe in Part III ~~~~~~~~~~~ 9 If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in X 9 Regulations section 53.4958-6(c)?  LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule J (Form 990) 2010 5

032111 12-21-10

20420308 701224 4530

37 2010.05070 MUSEUM ASSOCIATES

4530___2

MUSEUM ASSOCIATES 95-2264067 Schedule J (Form 990) 2010 Part II Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

Page 2

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII. Note. The sum of columns (B)(i)-(iii) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line 1a. (B) Breakdown of W-2 and/or 1099-MISC compensation (A) Name (i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation (C) Retirement and other deferred compensation (D) Nontaxable benefits (E) Total of columns (B)(i)-(D) (F) Compensation reported in prior Form 990 or Form 990-EZ

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

MICHAEL GOVAN MELODY KANSCHAT FRED GOLDSTEIN ANN ROWLAND THERESA MORELLO NANCY THOMAS MARK MITCHELL PETER BODELL JOHN BOWSHER MELISSA BOMES ALVARO VASQUEZ MARK GILBERG

(i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii) (i) (ii)

676,215. 151,896. 375,000. 0. 268,724. 0. 51,516. 135,814. 212,813. 0. 89,333. 113,376. 175,532. 0. 183,187. 0. 162,971. 0. 157,911. 0. 151,783. 0. 151,968. 0.

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0.

320,000. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0.

125,350. 0. 182,748. 0. 40,746. 0. 9,448. 0. 26,109. 0. 18,135. 0. 21,447. 0. 29,076. 0. 20,551. 0. 13,068. 0. 14,012. 0. 23,055. 0.

0. 75,948. 4,564. 0. 4,564. 0. 0. 66,549. 10,398. 0. 0. 43,488. 4,575. 0. 10,422. 0. 4,575. 0. 0. 0. 10,398. 0. 13,984. 0.

1,121,565. 227,844. 562,312. 0. 314,034. 0. 60,964. 202,363. 249,320. 0. 107,468. 156,864. 201,554. 0. 222,685. 0. 188,097. 0. 170,979. 0. 176,193. 0. 189,007. 0.

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0.

032112 12-21-10

38

Schedule J (Form 990) 2010

MUSEUM Schedule J (Form 990) 2010 Part III Supplemental Information

ASSOCIATES

95-2264067

Page 3

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

PART I, LINE 4B: MELODY KANSCHAT, PRESIDENT, PARTICIPATED IN A 457F PLAN PURSUANT TO HER CONTRACTUAL DEFERRED COMPENSATION. THIS AMOUNT IS ALSO REFLECTED IN COLUMN (C) FOR SCHEDULE J PART II.

AMOUNT: $150,000

PART I, LINES 8 & 9: IN JULY 2010, THE DIRECTOR RECEIVED DEFERRED COMPENSATION ACCRUED AND PAYABLE UNDER HIS EMPLOYMENT AGREEMENT WITH THE ORGANIZATION, ENTERED INTO APRIL 1, 2006, WHICH WAS SUBJECT TO THE INITIAL CONTRACT EXCEPTION. EFFECTIVE JULY 1, 2010, THE ORGANIZATION ENTERED INTO A NEW EMPLOYMENT AGREEMENT WITH THE DIRECTOR FOR A TERM ENDING JUNE 30, 2016.

Schedule J (Form 990) 2010


032113 12-21-10

39

SCHEDULE K (Form 990)

Department of the Treasury Internal Revenue Service

| Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions, explanations, and any additional information in Part V. | Attach to Form 990. | See separate instructions.

Supplemental Information on Tax-Exempt Bonds

ENTITY

1
OMB No. 1545-0047

Open to Public Inspection Employer identification number

2010

Name of the organization Part I

Bond Issues (a) Issuer name

MUSEUM ASSOCIATES SEE PART V FOR COLUMN (A) CONTINUATIONS


(b) Issuer EIN (c) CUSIP # (d) Date issued (e) Issue price (f) Description of purpose

95-2264067

(g) Defeased (h) On behalf (i) Pooled of issuer financing Yes No Yes No Yes No

A B C

D Part II 1 2 3 4 5 6 7 8 9 10 11 12 13

CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
Proceeds

68-0164610 68-0164610 68-0164610 68-0164610

130795YO3 130795YE1 130795YF8 130795YG6

09/10/08 09/10/08 09/10/08 09/10/08


A

100,000,000.CONSTRUCTION 100,000,000.CONSTRUCTION 95,000,000.CONSTRUCTION 60,000,000.CONSTRUCTION


B C

X X X X

X X X X
D

X X X X

Amount of bonds retired  Amount of bonds legally defeased  Total proceeds of issue  Gross proceeds in reserve funds  Capitalized interest from proceeds  Proceeds in refunding escrows  Issuance costs from proceeds  Credit enhancement from proceeds  Working capital expenditures from proceeds  Capital expenditures from proceeds  Other spent proceeds  Other unspent proceeds  Year of substantial completion  Yes

100,000,000. 3,980,269. 851,861. 82,479,610. 12,688,261. 2010


No

100,000,000. 3,980,269. 851,861. 82,479,610. 12,688,261. 2010


Yes No

95,000,000. 3,781,256. 809,268. 78,355,629. 12,053,848. 2010


Yes No

60,000,000. 2,388,162. 511,116. 49,487,766. 7,612,956. 2010


Yes No

14 Were the bonds issued as part of a current refunding issue?  15 Were the bonds issued as part of an advance refunding issue?  16 Has the final allocation of proceeds been made?  17 Does the organization maintain adequate books and records to support the final allocation of proceeds?  Part III Private Business Use 1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds?  Are there any lease arrangements that may result in private business use of bond-financed property?  032121 02-02-11 LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990. 2

X X X

X X X

X X X

X X X

X
A Yes No

X
B

X
C No

X
D No

X X

Yes

X X

Yes

X X

Yes

No

X X

40

Schedule K (Form 990) 2010

SCHEDULE K (Form 990)

Department of the Treasury Internal Revenue Service

| Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions, explanations, and any additional information in Part V. | Attach to Form 990. | See separate instructions.

Supplemental Information on Tax-Exempt Bonds

ENTITY

2
OMB No. 1545-0047

Open to Public Inspection Employer identification number

2010

Name of the organization Part I

Bond Issues (a) Issuer name

MUSEUM ASSOCIATES SEE PART V FOR COLUMN (A) CONTINUATIONS


(b) Issuer EIN (c) CUSIP # (d) Date issued (e) Issue price (f) Description of purpose

95-2264067

(g) Defeased (h) On behalf (i) Pooled of issuer financing Yes No Yes No Yes No

A B C

CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY

68-0164610

130795YH4

09/10/08

28,000,000.CONSTRUCTION

D Part II 1 2 3 4 5 6 7 8 9 10 11 12 13

Proceeds A B C D

Amount of bonds retired  Amount of bonds legally defeased  Total proceeds of issue  Gross proceeds in reserve funds  Capitalized interest from proceeds  Proceeds in refunding escrows  Issuance costs from proceeds  Credit enhancement from proceeds  Working capital expenditures from proceeds  Capital expenditures from proceeds  Other spent proceeds  Other unspent proceeds  Year of substantial completion  Yes

28,000,000. 1,114,475. 238,521. 23,094,291. 3,552,713. 2010


No

14 Were the bonds issued as part of a current refunding issue?  15 Were the bonds issued as part of an advance refunding issue?  16 Has the final allocation of proceeds been made?  17 Does the organization maintain adequate books and records to support the final allocation of proceeds?  Part III Private Business Use 1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds?  Are there any lease arrangements that may result in private business use of bond-financed property?  032121 02-02-11 LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990. 2

X X X

Yes

No

Yes

No

Yes

No

X
A Yes No B C No Yes No Yes D No

X X

Yes

41

Schedule K (Form 990) 2010

ENTITY
Schedule K (Form 990) 2010 Part III Private Business Use (Continued)

1
Page 2

MUSEUM ASSOCIATES
A

95-2264067
B No Yes C No Yes D No Yes

3a Are there any management or service contracts that may result in private business use of bond-financed property?  b Are there any research agreements that may result in private business use of bond-financed property?  c Does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts or research agreements relating to the financed property?  4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government  | 5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government  | 6 Total of lines 4 and 5  7 Has the organization adopted management practices and procedures to ensure the post-issuance compliance of its tax-exempt bond liabilities?  Part IV Arbitrage 1 2 3a b c d e 4a b c d 5 6 Has a Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate, been filed with respect to the bond issue?  Is the bond issue a variable rate issue?  Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?  Name of provider  Term of hedge  Was the hedge superintergrated?  Was the hedge terminated?  Were gross proceeds invested in a GIC?  Name of provider  Term of GIC  Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied?  Were any gross proceeds invested beyond an available temporary period?  Did the bond issue qualify for an exception to rebate? 

Yes

No

X X
%

X X
%

X X
%

X X
%

% %

% %

% %

% %

X
A Yes No

X
B

X
C No

X
D No

X X

Yes

X X

Yes

X X

Yes

No

X X

X X

X X

X X

X X

Part V

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K.

032122 02-02-11

Schedule K (Form 990) 2010

ENTITY
Schedule K (Form 990) 2010 Part III Private Business Use (Continued)

2
Page 2

MUSEUM ASSOCIATES
A

95-2264067
B No Yes No Yes C No Yes D

3a Are there any management or service contracts that may result in private business use of bond-financed property?  b Are there any research agreements that may result in private business use of bond-financed property?  c Does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts or research agreements relating to the financed property?  4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government  | 5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government  | 6 Total of lines 4 and 5  7 Has the organization adopted management practices and procedures to ensure the post-issuance compliance of its tax-exempt bond liabilities?  Part IV Arbitrage 1 2 3a b c d e 4a b c d 5 6 Has a Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate, been filed with respect to the bond issue?  Is the bond issue a variable rate issue?  Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?  Name of provider  Term of hedge  Was the hedge superintergrated?  Was the hedge terminated?  Were gross proceeds invested in a GIC?  Name of provider  Term of GIC  Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied?  Were any gross proceeds invested beyond an available temporary period?  Did the bond issue qualify for an exception to rebate? 

Yes

No

X X
% % % %

% %

% %

% %

% %

X
A Yes No B C No Yes No Yes D No

X X

Yes

X X

SCHEDULE K, PART I, BOND ISSUES: (A) ISSUER NAME: CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (F) DESCRIPTION OF PURPOSE: CONSTRUCTION (A) ISSUER NAME: CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
032122 02-02-11

Part V

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K.

Schedule K (Form 990) 2010

MUSEUM ASSOCIATES 95-2264067 Schedule K (Form 990) 2010 Part V Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K. (F) DESCRIPTION OF PURPOSE: CONSTRUCTION

(A) ISSUER NAME: CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (F) DESCRIPTION OF PURPOSE: CONSTRUCTION

(A) ISSUER NAME: CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (F) DESCRIPTION OF PURPOSE: CONSTRUCTION

(A) ISSUER NAME: CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (F) DESCRIPTION OF PURPOSE: CONSTRUCTION

Schedule K (Form 990) 2010


032481 11-18-10

SCHEDULE L
(Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service

| Complete if the organization answered "Yes" on Form 990, Part IV, line 25a, 25b, 26, 27, 28a, 28b, or 28c, or Form 990-EZ, Part V, line 38a or 40b. | Attach to Form 990 or Form 990-EZ. | See separate instructions.

Transactions With Interested Persons

OMB No. 1545-0047

2010

Open To Public Inspection Employer identification number

Name of the organization

Part I
1

MUSEUM ASSOCIATES Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
(a) Name of disqualified person (b) Description of transaction

95-2264067

Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b. (c) Corrected? Yes No

2 Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | $ 3 Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ~~~~~~~~~~~~~~~~ | $

Part II

Loans to and/or From Interested Persons.


(g) Written agreement? Yes No

Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a. (f) Approved (a) Name of interested (b) Loan to or from (e) In (c) Original principal (d) Balance due by board or amount person and purpose the organization? default? committee? To From Yes No Yes No

Total  | $

Part III

Grants or Assistance Benefiting Interested Persons.


(c) Amount and type of assistance

Complete if the organization answered "Yes" on Form 990, Part IV, line 27. (a) Name of interested person (b) Relationship between interested person and the organization

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

Schedule L (Form 990 or 990-EZ) 2010

032131 12-21-10

20420308 701224 4530

45 2010.05070 MUSEUM ASSOCIATES

4530___2

MUSEUM ASSOCIATES
Schedule L (Form 990 or 990-EZ) 2010

95-2264067
Page 2

Part IV

Business Transactions Involving Interested Persons.


Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c. (a) Name of interested person (b) Relationship between interested (c) Amount of person and the organization transaction (d) Description of transaction

JOSHUA S. FRIEDMAN

(SEE BELOW)

TRUSTEE

371,725.INV. MGMT FEES

(e) Sharing of organization's revenues? Yes No

Part V

Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

SCH L, PART IV, BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS: (A) NAME OF PERSON: (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: MR. FRIEDMAN IS A TRUSTEE OF MUSEUM ASSOCIATES AND A MEMBER OF THE FINANCE COMMITTEE. (D) DESCRIPTION OF TRANSACTION: INV. MGMT FEES MR. FRIEDMAN IS ALSO A FOUNDER, CO-CHAIR AND CO-CHIEF EXECUTIVE OFFICER FOR CANYON CAPITAL ADVISORS LLC (CCA, LLC), AN INVESTMENT FIRM WHICH IS PAID FOR MANAGEMENT SERVICES FOR INVESTING FUNDS OF THE ORGANIZATION, WHICH ARE BASED IN PART, ON REVENUES FROM THE PERFORMANCE OF THESE INVESTMENTS. MUSEUM ASSOCIATES INVESTED WITH CCA, LLC IN 2005, FOUR YEARS PRIOR TO MR. FRIEDMAN JOINING THE BOARD. MUSEUM ASSOCIATES HAS NOT INVESTED ANY ADDITIONAL FUNDS IN CCA, LLC SINCE THE DATE OF THE INITIAL INVESTMENT.

032132 12-21-10

Schedule L (Form 990 or 990-EZ) 2010

20420308 701224 4530

46 2010.05070 MUSEUM ASSOCIATES

4530___2

SCHEDULE M (Form 990)


Department of the Treasury Internal Revenue Service

Noncash Contributions
J
Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30. J Attach to Form 990.

OMB No. 1545-0047

2010

Open to Public Inspection Employer identification number

Name of the organization

Part I

MUSEUM ASSOCIATES Types of Property

95-2264067

(a) (b) (c) Number of Noncash contribution Check if amounts reported on applicable contributions or items contributed Form 990, Part VIII, line 1g

(d) Method of determining noncash contribution amounts

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29

Art - Works of art ~~~~~~~~~~~~~ Art - Historical treasures ~~~~~~~~~ Art - Fractional interests ~~~~~~~~~~ Books and publications ~~~~~~~~~~ Clothing and household goods ~~~~~~ Cars and other vehicles ~~~~~~~~~~ Boats and planes ~~~~~~~~~~~~~ Intellectual property ~~~~~~~~~~~ Securities - Publicly traded ~~~~~~~~ Securities - Closely held stock ~~~~~~~ Securities - Partnership, LLC, or trust interests ~~~~~~~~~~~~~~ Securities - Miscellaneous ~~~~~~~~ Qualified conservation contribution Historic structures ~~~~~~~~~~~~ Qualified conservation contribution - Other~

X X

92 1

SEE PART II

14

955,653. FMV OF AVERAGE STOCK VAL

Real estate - Residential ~~~~~~~~~ Real estate - Commercial ~~~~~~~~~ Real estate - Other ~~~~~~~~~~~~ Collectibles ~~~~~~~~~~~~~~~~ Food inventory ~~~~~~~~~~~~~~ Drugs and medical supplies ~~~~~~~~ Taxidermy ~~~~~~~~~~~~~~~~ Historical artifacts ~~~~~~~~~~~~ Scientific specimens ~~~~~~~~~~~ Archeological artifacts ~~~~~~~~~~ Other J ( ) Other J ( ) Other J ( ) Other J ( ) Number of Forms 8283 received by the organization during the tax year for contributions for which the organization completed Form 8283, Part IV, Donee Acknowledgement ~~~~

29

25

Yes No 30a During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it must hold for at least three years from the date of the initial contribution, and which is not required to be used for exempt purposes for X the entire holding period? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 30a b If "Yes," describe the arrangement in Part II. X 31 Does the organization have a gift acceptance policy that requires the review of any non-standard contributions? ~~~~~~ 31 32a Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash contributions? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 32a X b If "Yes," describe in Part II. 33 If the organization did not report an amount in column (c) for a type of property for which column (a) is checked, describe in Part II. LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule M (Form 990) (2010)

032141 12-23-10

20420308 701224 4530

47 2010.05070 MUSEUM ASSOCIATES

4530___2

Schedule M (Form 990) (2010)

Part II

MUSEUM ASSOCIATES 95-2264067 Supplemental Information. Complete this part to provide the information required by Part I, lines 30b, 32b, and 33.
Also complete this part for any additional information.

Page 2

SCHEDULE M, LINE 32B: THE MUSEUM USES BROKERS TO SELL SECURITIES AND USES AUCTION HOUSES AND ART DEALERS TO SELL WORKS ON CONSIGNMENT.

SCHEDULE M, LINE 33: IN CONFORMITY WITH THE PRACTICE FOLLOWED BY MANY MUSEUMS, ART OBJECTS PURCHASED BY OR DONATED TO THE MUSEUM ARE NOT CAPITALIZED IN THE STATEMENT OF FINANCIAL POSITION. THE MUSEUM'S ART COLLECTION IS MADE UP OF ART OBJECTS THAT ARE HELD FOR EXHIBITION AND VARIOUS OTHER PROGRAM ACTIVITIES. EACH OF THE ITEMS IS CATALOGUED, PRESERVED AND CARED FOR, AND ACTIVITIES VERIFYING THEIR EXISTENCE AND ASSESSING THEIR CONDITION ARE PERFORMED CONTINUOUSLY. PURCHASED COLLECTION ITEMS ARE RECORDED AS DECREASES IN UNRESTRICTED NET ASSETS IN THE YEAR IN WHICH THE ITEMS ARE ACQUIRED, OR IN TEMPORARILY RESTRICTED NET ASSETS IF THE NET ASSETS USED TO PURCHASE THE ITEMS ARE RESTRICTED BY DONORS; CONTRIBUTED COLLECTION ITEMS ARE EXCLUDED FROM THE FINANCIAL STATEMENTS.

032142 12-23-10

20420308 701224 4530

48 2010.05070 MUSEUM ASSOCIATES

Schedule M (Form 990) (2010)

4530___2

SCHEDULE O
(Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ


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

OMB No. 1545-0047

Open to Public Inspection Employer identification number

2010

Name of the organization

MUSEUM ASSOCIATES

95-2264067

FORM 990, PART I, LINE 1, DESCRIPTION OF ORGANIZATION MISSION: TO SERVE THE PUBLIC THROUGH THE COLLECTION, CONSERVATION, EXHIBITION AND INTERPRETATION OF SIGNIFICANT WORKS OF ART FROM A BROAD RANGE OF CULTURES AND HISTORICAL PERIODS, AND THROUGH TRANSLATION OF THESE COLLECTIONS INTO MEANINGFUL EDUCATIONAL, AESTHETIC, INTELLECTUAL AND CULTURAL EXPERIENCES FOR THE WIDEST ARRAY OF AUDIENCES.

THE LOS ANGELES COUNTY MUSEUM OF ART (THE "MUSEUM") IS THE PREMIER ENCYCLOPEDIC ART MUSEUM IN THE WESTERN UNITED STATES. THE MUSEUM'S COLLECTION OF MORE THAN 100,000 ARTWORKS FROM AROUND THE WORLD SPANS THE HISTORY OF ART, FROM ANCIENT TO CONTEMPORARY TIMES, INCLUDING ESPECIALLY STRONG COLLECTIONS OF ASIAN, LATIN AMERICAN, EUROPEAN, AND AMERICAN ART. THROUGH ITS VARIED COLLECTIONS, THE MUSEUM IS BOTH A RESOURCE TO AND A REFLECTION OF THE MANY CULTURAL COMMUNITIES AND HERITAGES IN SOUTHERN CALIFORNIA AND THROUGHOUT THE WORLD.

THIS FISCAL YEAR, THE MUSEUM MOUNTED 39 EXHIBITIONS AND PERMANENT COLLECTION INSTALLATIONS, ACQUIRED 5,125 NEW WORKS OF ART, PROVIDED PROGRAMS FOR 76,063 SCHOOL CHILDREN, AND MADE CONTINUED PROGRESS ON ENHANCING THE PHYSICAL CAMPUS, INCLUDING COMPLETION OF CONSTRUCTION OF THE NEW RAY'S AND STARK BAR RESTAURANT AND OTHER IMPROVEMENTS TO THE BP
LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
032211 01-24-11

Schedule O (Form 990 or 990-EZ) (2010)

20420308 701224 4530

49 2010.05070 MUSEUM ASSOCIATES

4530___2

Schedule O (Form 990 or 990-EZ) (2010) Name of the organization

MUSEUM ASSOCIATES

Page 2 Employer identification number

95-2264067

GRAND ENTRANCE TO ENHANCE THE MUSEUM'S ROLE AS A PUBLIC SQUARE FOR LOS ANGELES. TOTAL ATTENDANCE AT THE MUSEUM WAS 950,015.

FORM 990, PART III, LINE 4D, OTHER PROGRAM SERVICES: IT IS A MUSEUM GOAL TO CONTINUOUSLY EXPAND AND SERVE AUDIENCES OF ALL AGES, ETHNICITIES AND SOCIO-ECONOMIC BACKGROUNDS BOTH ON-SITE AND OFF-SITE BY CREATING WELCOMING AND USER-FRIENDLY ENVIRONMENTS AND PROGRAMS. THIS IS ACCOMPLISHED THROUGH A VARIETY OF MEANS, INCLUDING THE MUSEUM MAGAZINE, MUSEUM WEBSITE, SPECIAL EVENTS, PROMOTIONAL CAMPAIGNS, AND ON-SITE STAFF PROVIDING SERVICE TO THE PUBLIC. ANOTHER MUSEUM GOAL IS TO EXTEND THE MUSEUM EXPERIENCE IN THE FULLEST POSSIBLE WAY TO THE WIDEST POSSIBLE AUDIENCE, BOTH PRESENT AND FUTURE. TO ACHIEVE THIS GOAL, THE MUSEUM OFFERS MANY EDUCATIONAL OUTREACH PROGRAMS, SUCH AS PROGRAMS IN LOCAL SCHOOLS AND ON-SITE FOR CHILDREN AND TEENS AS WELL AS CLASSES AND OTHER PROGRAMS AND INTERPRETIVE MATERIALS FOR COLLEGE STUDENTS AND ADULTS. EXPENSES $ 16,897,937. INCLUDING GRANTS OF $ 0. REVENUE $ 33,506,310.

FORM 990, PART VI, SECTION A, LINE 2: ON MAY 26, 2006, ROBERT KOTICK, A LACMA TRUSTEE, LOANED MICHAEL GOVAN, LACMA'S CEO AND DIRECTOR, APPROXIMATELY $180,000. THE LOAN WAS REPAID ON AUGUST 18, 2010.

FORM 990, PART VI, SECTION B, LINE 11: THE FORM 990 IS REVIEWED BY OUTSIDE TAX ACCOUNTANTS AND REVIEWED AND APPROVED BY THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES. ONCE APPROVED BY THE AUDIT COMMITTEE, THE AUDIT COMMITTEE REPORTS TO THE FULL BOARD OF TRUSTEES ON ITS REVIEW AND APPROVAL AND THE RETURN IS MADE AVAILABLE TO THE REST OF THE BOARD BEFORE IT IS ELECTRONICALLY FILED.
032212 01-24-11

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50 2010.05070 MUSEUM ASSOCIATES

Schedule O (Form 990 or 990-EZ) (2010)

4530___2

Schedule O (Form 990 or 990-EZ) (2010) Name of the organization

MUSEUM ASSOCIATES

Page 2 Employer identification number

95-2264067

FORM 990, PART VI, SECTION B, LINE 12C: THE CHAIRMAN OF THE AUDIT COMMITTEE SENDS AN ANNUAL CONFLICT OF INTEREST DISCLOSURE FORM TO EACH TRUSTEE, AND, WITH THE OFFICE OF GENERAL COUNSEL, MONITORS RESPONSES AND FOLLOWS UP WITH TRUSTEES TO ACHIEVE AS HIGH A RESPONSE RATE AS POSSIBLE. THE OFFICE OF GENERAL COUNSEL REVIEWS THESE FORMS AND REPORTS SIGNIFICANT CONFLICTS TO THE AUDIT COMMITTEE, WHICH REVIEWS ANY SPECIFIC TRANSACTIONS THAT MIGHT INVOLVE A CONFLICT OF INTEREST WITH A TRUSTEE.

THE DIRECTOR OF THE MUSEUM SENDS KEY EMPLOYEES AN ANNUAL CONFLICT OF INTEREST FORM, WHICH KEY EMPLOYEES ARE REQUIRED TO COMPLETE AND RETURN TO THE GENERAL COUNSEL, WHO REVIEWS SUCH FORMS FOR POSSIBLE CONFLICTS AND MONITORS COMPLIANCE WITH THE MUSEUM'S ETHICS POLICY INCLUDING THE CONFLICT OF INTEREST POLICIES CONTAINED IN THE ETHICS POLICY.

FORM 990, PART VI, SECTION B, LINE 15: THE COMPENSATION OF THE CEO AND DIRECTOR OF LACMA IS DETERMINED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES, WITHIN THE PARAMETERS ESTABLISHED BY THE EMPLOYMENT AGREEMENT ENTERED INTO BY LACMA AND THE CEO AND DIRECTOR IN 2010. THE DIRECTOR AND CEO DETERMINES THE COMPENSATION OF THE PRESIDENT AND COO OF LACMA, ALSO SUBJECT TO THE THREE YEAR EMPLOYMENT AGREEMENT BETWEEN LACMA AND THE PRESIDENT, EFFECTIVE JANUARY 1, 2008. THE DIRECTOR AND THE PRESIDENT DETERMINE THE COMPENSATION OF EACH OF THE OTHER OFFICERS AND KEY EMPLOYEES. IN EACH CASE, THE COMPENSATION IS BASED ON (1) THE EMPLOYEE'S CONTRACT, IN THE CASE OF THE CEO AND THE PRESIDENT; (2) THE EMPLOYEE'S PERFORMANCE DURING THE PRIOR YEAR; (3) THE CONTEXT OF LACMA'S OVERALL OPERATING BUDGET; AND (4) COMPARABILITY DATA FOR PERSONS HOLDING SIMILAR POSITIONS IN SIMILAR ORGANIZATIONS. SUCH COMPARABILITY DATA IS GENERALLY PREPARED BY SENIOR
032212 01-24-11

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51 2010.05070 MUSEUM ASSOCIATES

Schedule O (Form 990 or 990-EZ) (2010)

4530___2

Schedule O (Form 990 or 990-EZ) (2010) Name of the organization

MUSEUM ASSOCIATES

Page 2 Employer identification number

95-2264067

MANAGEMENT, INCLUDING THE CHIEF FINANCIAL OFFICER, THE PRESIDENT AND THE DIRECTOR OF HUMAN RESOURCES AND INCLUDES A REVIEW OF PUBLICLY FILED FORMS 990 OF OTHER INSTITUTIONS. IN CONNECTION WITH THE EXECUTION OF THE DIRECTOR'S CONTRACT EFFECTIVE AS OF JULY 1, 2010, THE MUSEUM ALSO RETAINED AN INDEPENDENT COMPENSATION CONSULTANT TO OBTAIN, ANALYZE AND ADVISE THE EXECUTIVE COMMITTEE OF THE BOARD WITH RESPECT TO COMPARABILITY DATA. THE PRESIDENT AND COO'S CONTRACT EXPIRED JANUARY 1, 2011 AND SHE RETIRED FROM HER POSITION AT LACMA AS OF MAY 4, 2011. TO THAT EXTENT, THE PROCESS HAS CHANGED, WITH THE DIRECTOR AND CEO ASSUMING RESPONSIBILITY FOR OFFICERS AND KEY EMPLOYEES.

ONCE COMPENSATION OF THE CEO AND THE PRESIDENT IS APPROVED BY THE EXECUTIVE COMMITTEE BASED ON THE INFORMATION AND COMPARABILITY DATA DESCRIBED ABOVE, THE EXECUTIVE COMMITTEE'S RECOMMENDATION, AS WELL AS THE PROPOSED COMPENSATION FOR ALL OTHER OFFICERS AND KEY EMPLOYEES, THE UNDERLYING DATA, INCLUDING THE PERFORMANCE REVIEWS AND COMPARABILITY ANALYSES, ARE PRESENTED TO THE AUDIT COMMITTEE TO DETERMINE WHETHER, IN THE AUDIT COMMITTEE'S JUDGEMENT, SUCH PROPOSED COMPENSATION IS APPROPRIATE, FAIR AND REASONABLE TO LACMA. THE FINAL RECOMMENDATION OF THE EXECUTIVE COMMITTEE AND AUDIT COMMITTEE IS REPORTED TO THE FULL BOARD OF TRUSTEES AT ITS NEXT REGULARLY SCHEDULED MEETING AND SUBMITTED TO THE FULL BOARD FOR APPROVAL.

ALL MEMBERS OF THE AUDIT COMMITTEE ARE INDEPENDENT TRUSTEES OF LACMA. NOTE THAT LACMA DOES NOT HAVE A SEPARATE "COMPENSATION COMMITTEE."

FORM 990, PART VI, SECTION C, LINE 19: ALL GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, INFORMATIONAL RETURNS AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST AND ON THE MUSEUM'S WEBSITE.
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52 2010.05070 MUSEUM ASSOCIATES

Schedule O (Form 990 or 990-EZ) (2010)

4530___2

Schedule O (Form 990 or 990-EZ) (2010) Name of the organization

MUSEUM ASSOCIATES

Page 2 Employer identification number

95-2264067

FORM 990, PART XI, LINE 5, CHANGES IN NET ASSETS: NET UNREALIZED GAINS ON INVESTMENTS: UNREALIZED GAINS/LOSSES - ON INTEREST RATE SWAP TOTAL TO FORM 990, PART XI, LINE 5 27,873,751. 8,882,264. 36,756,015.

FORM 990, PART XII, LINE 2C: THE ORGANIZATION HAS AN AUDIT COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT.

FORM 990, PART I, LINE 17 OTHER EXPENSES ARE SUBSTANTIALLY HIGHER FOR THE YEAR ENDED JUNE 30, 2011 THAN FOR THE PRIOR YEAR PRINCIPALLY DUE TO HIGHER BOND INTEREST EXPENSE (CAPITALIZED INTEREST PHASE COMPLETED); HIGHER OPERATING, PROGRAM, AND DEPRECIATION COSTS; PLUS A ONE-TIME OPENING GALA FOR THE NEW RESNICK EXHIBITION PAVILION; AND HIGHER SPENDING TO ACQUIRE ART.

FORM 990, PART I, LINE 19 WHILE REVENUES LESS EXPENSES FOR LINE 19 IS REFLECTED AS A DEFICIT OF $26,738,072, THE AUDITED FINANCIAL STATEMENTS REFLECT A SURPLUS OF $10,017,943. AS EXPLAINED IN THE RECONCILIATION ON SCHEDULE D PART XI, FORM 990 PART I DOES NOT INCLUDE EITHER THE $27,873,751 OF UNREALIZED INVESTMENT GAINS OR THE UNREALIZED GAIN ON SWAPS OF $8,882,264 THAT WOULD RESULT IN A $10,017,943 SURPLUS FOR YEAR ENED JUNE 30, 2011.

FORM 990, PART VIII, LINE 7A: PROCEEDS FROM SALE OF STOCKS
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53 2010.05070 MUSEUM ASSOCIATES

Schedule O (Form 990 or 990-EZ) (2010)

4530___2

Schedule O (Form 990 or 990-EZ) (2010) Name of the organization

MUSEUM ASSOCIATES

Page 2 Employer identification number

95-2264067

LACMA HAS INVESTMENT ACCOUNTS AND HEDGE FUNDS WITH MANY STOCK TRANSACTIONS. DUE TO THE LARGE QUANTITY OF STOCK TRANSACTIONS, THIS INFORMATION IS NOT INCLUDED IN THE RETURN, BUT IS AVAILABLE UPON REQUEST.

FORM 990, PART X, LINE 25: THE DECREASE IN OTHER LIABILITIES IS PRINCIPALLY TIED TO AN UNREALIZED GAIN IN THE VALUE OF AN INTEREST RATE SWAP. THIS SWAP WILL SELF LIQUIDATE OVER THE DURATION OF MUSEUM DEBT AND THEREFORE DOES NOT REPRESENT AN IMMEDIATE NON-DISCRETIONARY CLAIM ON MUSEUM RESOURCES.

032212 01-24-11

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54 2010.05070 MUSEUM ASSOCIATES

Schedule O (Form 990 or 990-EZ) (2010)

4530___2

SCHEDULE R (Form 990)

Related Organizations and Unrelated Partnerships


| Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37. | See separate instructions. | Attach to Form 990.

OMB No. 1545-0047

Department of the Treasury Internal Revenue Service

Open to Public Inspection Employer identification number

2010

Name of the organization Part I

MUSEUM ASSOCIATES

95-2264067

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.) (a) Name, address, and EIN of disregarded entity (b) Primary activity (c) Legal domicile (state or foreign country) (d) Total income (e) End-of-year assets (f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.) (a) Name, address, and EIN of related organization (b) Primary activity (c) Legal domicile (state or foreign country) (d) Exempt Code section (e) Public charity status (if section 501(c)(3)) (f) Direct controlling entity
Section 512(b)(13) controlled entity?

(g)

FOUNDATION FOR THE ADVANCEMENT OF TO FOSTER INCREASED MESOAMERICAN STUDIES, INC. - 59-3195520, UNDERSTANDING OF ANCIENT 5905 WILSHIRE BLVD., LOS ANGELES, CA 90036 MESOAMERICAN CULTURES.

Yes

No

FLORIDA

501(C)(3)

PF

MUSEUM ASSOCIATES

For Paperwork Reduction Act Notice, see the Instructions for Form 990.
032161 12-21-10

Schedule R (Form 990) 2010

LHA

55

Schedule R (Form 990) 2010 Part III

MUSEUM ASSOCIATES

95-2264067

Page 2

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.) (b) Primary activity
Legal domicile (state or foreign country)

(a) Name, address, and EIN of related organization

(c)

(d) Direct controlling entity

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

(f) Share of total income

(g) Share of end-of-year assets

(h)
Disproportionate allocations?

Yes

No

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

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.) (a) Name, address, and EIN of related organization (b) Primary activity (c)
Legal domicile (state or foreign country)

(d) Direct controlling entity

(e) Type of entity (C corp, S corp, or trust)

(f) Share of total income

(g) Share of end-of-year assets

(h) Percentage ownership

CRT 1 5905 WILSHIRE BLVD. LOS ANGELES, CA 90036

TRUST

CA

C/O GEORGE HORI, TRUSTEE TRUST

0.

148,533. 100.00%

032162 12-21-10

56

Schedule R (Form 990) 2010

Schedule R (Form 990) 2010 Part V

MUSEUM ASSOCIATES

95-2264067

Page 3

Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35, 35a, or 36.) Yes 1a 1b 1c 1d 1e 1f 1g 1h 1i 1j 1k 1l 1m 1n 1o 1p 1q 1r No

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule. 1 During the tax year, did the organization engage in any of the following transactions with one or more related organizations listed in Parts II-IV? a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ b Gift, grant, or capital contribution to other organization(s) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ c Gift, grant, or capital contribution from other organization(s) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ d Loans or loan guarantees to or for other organization(s) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ e Loans or loan guarantees by other organization(s) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ f g h i j k l m n Sale of assets to other organization(s) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Purchase of assets from other organization(s) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Exchange of assets ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Lease of facilities, equipment, or other assets to other organization(s) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Lease of facilities, equipment, or other assets from other organization(s) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Performance of services or membership or fundraising solicitations for other organization(s) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Performance of services or membership or fundraising solicitations by other organization(s) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Sharing of facilities, equipment, mailing lists, or other assets ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Sharing of paid employees ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

X X X X X X X X X X X X X X X X X X

o Reimbursement paid to other organization for expenses ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ p Reimbursement paid by other organization for expenses ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ q Other transfer of cash or property to other organization(s) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ r Other transfer of cash or property from other organization(s)  2 If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds. (a) Name of other organization (b) Transaction type (a-r) (c) Amount involved (d) Method of determining amount involved

(1) (2) (3) (4) (5) (6)

FOUNDATION FOR THE ADVANCEMENT OF MESOAMERICAN STUDIES, INC. FOUNDATION FOR THE ADVANCEMENT OF MESOAMERICAN STUDIES, INC.

M O

10.CASH VALUE 139,065.CASH VALUE

032163 12-21-10

57

Schedule R (Form 990) 2010

Schedule R (Form 990) 2010 Part VI

MUSEUM ASSOCIATES

95-2264067

Page 4

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships. (a) Name, address, and EIN of entity (b) Primary activity (c) Legal domicile (state or foreign country) (d)
Are all partners section 501(c)(3) organizations?

(e) Share of end-ofyear assets

(f)
Disproportionate allocations?

Yes

No

Yes

No

(g) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)

(h)
General or managing partner?

Yes

No

Schedule R (Form 990) 2010


032164 12-21-10

58

Schedule R (Form 990) 2010

MUSEUM ASSOCIATES Part VII Supplemental Information

95-2264067

Page 5

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

FORM 990, SCHEDULE R, PART V, LINE 2, COLUMN (A)(1): FOUNDATION FOR THE ADVANCEMENT OF MESOAMERICAN STUDIES, INC. AND THE MUSEUM SHARED A LEASED FACILITY IN FLORIDA FOR NOMINAL RENT.

032165 12-21-10

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59 2010.05070 MUSEUM ASSOCIATES

Schedule R (Form 990) 2010

4530___2

Form

990-T

Exempt Organization Business Income Tax Return


For calendar year 2010 or other tax year beginning

OMB No. 1545-0687

Department of the Treasury Internal Revenue Service

A Check box if address changed B Exempt under section X 501(c )( 3 ) 408(e) 220(e) Print or Type

(and proxy tax under section 6033(e)) JUL 1, 2010 JUN 30, 2011 , and ending Name of organization ( Check box if name changed and see instructions.) MUSEUM ASSOCIATES
Number, street, and room or suite no. If a P.O. box, see instructions.

Open to Public Inspection for 501(c)(3) Organizations Only D Employer identification number (Employees' trust, see instructions.)

2010

95-2264067
E Unrelated business activity codes
(See instructions.)

5905 WILSHIRE BLVD.


City or town, state, and ZIP code

| C Book value of all assets F Group exemption number (See instructions.) at end of year X G Check organization type | 501(c) corporation

408A 530(a) 529(a) 731,534,508.

LOS ANGELES, CA 90036


501(c) trust

532000
401(a) trust

900003
Other trust

H Describe the organization's primary unrelated business activity. | ART RENTAL GALLERY & PARTNERSHIP INVESTMENT INCOME X I During the tax year, was the corporation a subsidiary in an affiliated group or a parent-subsidiary controlled group? ~~~~~~ | Yes No | If "Yes," enter the name and identifying number of the parent corporation. J The books are in care of | ANN ROWLAND, CHIEF FINANCIAL OFFIC Telephone number | (323) 857-6142 (A) Income (B) Expenses (C) Net Part I Unrelated Trade or Business Income

443,732. Gross receipts or sales 443,732. Less returns and allowances c Balance ~~~ | 1c Cost of goods sold (Schedule A, line 7) ~~~~~~~~~~~~~~~~~ 2 443,732. Gross profit. Subtract line 2 from line 1c ~~~~~~~~~~~~~~~~ 3 Capital gain net income (attach Schedule D) ~~~~~~~~~~~~~~~ 4a Net gain (loss) (Form 4797, Part II, line 17) (attach Form 4797) ~~~~~~ 4b Capital loss deduction for trusts ~~~~~~~~~~~~~~~~~~~~ 4c 9,728. Income (loss) from partnerships and S corporations (attach statement) ~~~ 5 Rent income (Schedule C) ~~~~~~~~~~~~~~~~~~~~~~ 6 Unrelated debt-financed income (Schedule E) ~~~~~~~~~~~~~~ 7 Interest, annuities, royalties, and rents from controlled organizations (Sch. F)~ 8 Investment income of a section 501(c)(7), (9), or (17) organization (Schedule G) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 9 10 Exploited exempt activity income (Schedule I) ~~~~~~~~~~~~~~ 10 11 Advertising income (Schedule J) ~~~~~~~~~~~~~~~~~~~~ 11 12 Other income (See instructions; attach schedule.) ~~~~~~~~~~~~ 12 453,460. 13 Total. Combine lines 3 through 12 13 Part II Deductions Not Taken Elsewhere (See instructions for limitations on deductions.) (Except for contributions, deductions must be directly connected with the unrelated business income.)
1a b 2 3 4a b c 5 6 7 8 9 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34

443,732.

9,728.

453,460.

Compensation of officers, directors, and trustees (Schedule K) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Salaries and wages ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Repairs and maintenance ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Bad debts ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Interest (attach schedule) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Taxes and licenses ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Charitable contributions (See instructions for limitation rules.) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Depreciation (attach Form 4562) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 21 Less depreciation claimed on Schedule A and elsewhere on return ~~~~~~~~~~~~~ 22a Depletion ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Contributions to deferred compensation plans ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Employee benefit programs ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Excess exempt expenses (Schedule I) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Excess readership costs (Schedule J) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ SEE STATEMENT 1 Other deductions (attach schedule) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Total deductions. Add lines 14 through 28 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Unrelated business taxable income before net operating loss deduction. Subtract line 29 from line 13 ~~~~~~~~~~~~ Net operating loss deduction (limited to the amount on line 30) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Unrelated business taxable income before specific deduction. Subtract line 31 from line 30 ~~~~~~~~~~~~~~~~~ Specific deduction (Generally $1,000, but see instructions for exceptions.) ~~~~~~~~~~~~~~~~~~~~~~~~ Unrelated business taxable income. Subtract line 33 from line 32. If line 33 is greater than line 32, enter the smaller of zero or line 32  LHA For Paperwork Reduction Act Notice, see instructions.

14 15 16 17 18 19 20 22b 23 24 25 26 27 28 29 30 31 32 33 34

75,872.

5,809.

11,794. 354,599. 448,074. 5,386. 5,386. 0. 1,000. 0.


Form 990-T (2010)

023701 03-03-11

20420308 701224 4530

60 2010.05070 MUSEUM ASSOCIATES

4530___2

Form 990-T (2010)

Part III
35

MUSEUM ASSOCIATES Tax Computation

95-2264067

Page

Organizations Taxable as Corporations. See instructions for tax computation. Controlled group members (sections 1561 and 1563) check here | See instructions and: a Enter your share of the $50,000, $25,000, and $9,925,000 taxable income brackets (in that order): (1) $ (2) $ (3) $ b Enter organization's share of: (1) Additional 5% tax (not more than $11,750) $ (2) Additional 3% tax (not more than $100,000) ~~~~~~~~~~~~~ $ c Income tax on the amount on line 34 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | 36 Trusts Taxable at Trust Rates. See instructions for tax computation. Income tax on the amount on line 34 from: Tax rate schedule or Schedule D (Form 1041) ~~~~~~~~~~~~~~~~~~~~~~~~~~~ | 37 Proxy tax. See instructions ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | 38 Alternative minimum tax ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 39 Total. Add lines 37 and 38 to line 35c or 36, whichever applies 

35c 36 37 38 39

0.

0.

Part IV
40 a b c d e 41 42 43 44 a b c d e f g 45 46 47 48 49

Tax and Payments

At any time during the 2010 calendar year, did the organization have an interest in or a signature or other authority over a financial account (bank, securities, or other) in a foreign country? If YES, the organization may have to file Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts. If YES, enter the name of the foreign country here | 2 During the tax year, did the organization receive a distribution from, or was it the grantor of, or transferor to, a foreign trust? If YES, see instructions for other forms the organization may have to file. ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 3 Enter the amount of tax-exempt interest received or accrued during the tax year | $ Schedule A - Cost of Goods Sold. Enter method of inventory valuation | N/A 1 Inventory at beginning of year ~~~ 1 6 Inventory at end of year ~~~~~~~~~~~~ 6 2 Purchases ~~~~~~~~~~~ 2 7 Cost of goods sold. Subtract line 6 3 Cost of labor~~~~~~~~~~~ 3 from line 5. Enter here and in Part I, line 2 ~~~~ 7 4 a Additional section 263A costs ~~~ 4a 8 Do the rules of section 263A (with respect to b Other costs (attach schedule) ~~~ 4b property produced or acquired for resale) apply to 5 Total. Add lines 1 through 4b  5 the organization? 

Part
1

Foreign tax credit (corporations attach Form 1118; trusts attach Form 1116) ~~~~~~~~ 40a Other credits (see instructions) ~~~~~~~~~~~~~~~~~~~~~~~~~~~ 40b General business credit. Attach Form 3800 ~~~~~~~~~~~~~~~~~~~~~~ 40c Credit for prior year minimum tax (attach Form 8801 or 8827) ~~~~~~~~~~~~~~ 40d Total credits. Add lines 40a through 40d ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Subtract line 40e from line 39 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Other taxes. Check if from: Form 4255 Form 8611 Form 8697 Form 8866 Other (attach schedule) Total tax. Add lines 41 and 42 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Payments: A 2009 overpayment credited to 2010 ~~~~~~~~~~~~~~~~~~~ 44a 2010 estimated tax payments ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 44b Tax deposited with Form 8868 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 44c Foreign organizations: Tax paid or withheld at source (see instructions) ~~~~~~~~~~ 44d Backup withholding (see instructions) ~~~~~~~~~~~~~~~~~~~~~~~~ 44e Credit for small employer health insurance premiums (Attach Form 8941) ~~~~~~~~ 44f Other credits and payments: Form 2439 Form 4136 Other Total | 44g Total payments. Add lines 44a through 44g ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Estimated tax penalty (see instructions). Check if Form 2220 is attached | ~~~~~~~~~~~~~~~~~~~ Tax due. If line 45 is less than the total of lines 43 and 46, enter amount owed ~~~~~~~~~~~~~~~~~~~ | Overpayment. If line 45 is larger than the total of lines 43 and 46, enter amount overpaid ~~~~~~~~~~~~~~ | Enter the amount of line 48 you want: Credited to 2011 estimated tax | Refunded | V Statements Regarding Certain Activities and Other Information (see instructions)

40e 41 42 43

0. 0.

45 46 47 48 49 Yes

0. 0.

No

X X

Yes

No

Sign Here

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

Signature of officer Print/Type preparer's name

Date Preparer's signature

CHIEF FINANCIAL OFFICER


Date

May the IRS discuss this return with the preparer shown below (see instructions)?

Title

Paid LIOR TEMKIN Preparer SINGERLEWAK LLP Firm's name Use Only 10960 WILSHIRE BLVD. STE 700 Firm's address LOS ANGELES, CA 90024-3783

Check if self- employed Firm's EIN Phone no.

Yes No

PTIN

03/09/12

023711 03-04-11

P00748170 95-2302617 (310) 477-3924 Form 990-T (2010) 4530___2

20420308 701224 4530

61 2010.05070 MUSEUM ASSOCIATES

Form 990-T (2010)

Page MUSEUM ASSOCIATES 95-2264067 Schedule C - Rent Income (From Real Property and Personal Property Leased With Real Property)(see instructions) Description of property

1.

(1) (2) (3) (4) 2.


rent for personal property is more than 10% but not more than 50% ) Rent received or accrued

(a) From personal property (if the percentage of (1) (2) (3) (4)
Total

(b) From real and personal property (if the percentage


of rent for personal property exceeds 50% or if the rent is based on profit or income)

3(a) Deductions directly connected with the income in


columns 2(a) and 2(b) (attach schedule)

0.

Total

0.
(b) Total deductions.

(c) Total income. Add totals of columns 2(a) and 2(b). Enter here and on page 1, Part I, line 6, column (A)  |

0.
2.
Gross income from or allocable to debtfinanced property

Enter here and on page 1, Part I, line 6, column (B) 

0.

Schedule E - Unrelated Debt-Financed Income (see instructions)


1.
Description of debt-financed property

3.

Deductions directly connected with or allocable to debt-financed property

(a) Straight line depreciation


(attach schedule)

(b) Other deductions


(attach schedule)

(1) (2) (3) (4) 4. Amount of average acquisition debt on or allocable to debt-financed property (attach schedule) (1) (2) (3) (4) 5.
Average adjusted basis of or allocable to debt-financed property (attach schedule)

6.

Column 4 divided by column 5

7. Gross income reportable (column 2 x column 6) % % % %


Enter here and on page 1, Part I, line 7, column (A).

8. Allocable deductions (column 6 x total of columns 3(a) and 3(b))

Enter here and on page 1, Part I, line 7, column (B).

0. Totals ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | Total dividends-received deductions included in column 8  | Schedule F - Interest, Annuities, Royalties, and Rents From Controlled Organizations (see instructions) Exempt Controlled Organizations
1. Name of controlled organization
Employer identification number

0. 0.

2.

Net unrelated income (loss) (see instructions)

3.

Total of specified payments made

4.

5. Part of column 4 that is included in the controlling organization's gross income

6.

Deductions directly connected with income in column 5

(1) (2) (3) (4) Nonexempt Controlled Organizations 7.


Taxable Income

8.

Net unrelated income (loss) (see instructions)

9. Total of specified payments


made

10.

Part of column 9 that is included in the controlling organization's gross income

11.

Deductions directly connected with income in column 10

(1) (2) (3) (4)


Add columns 5 and 10. Enter here and on page 1, Part I, line 8, column (A). Add columns 6 and 11. Enter here and on page 1, Part I, line 8, column (B).

Totals 
023721 03-03-11

0.

0.
Form 990-T (2010)

20420308 701224 4530

62 2010.05070 MUSEUM ASSOCIATES

4530___2

Form 990-T (2010)

MUSEUM ASSOCIATES Schedule G - Investment Income of a Section 501(c)(7), (9), or (17) Organization
(see instructions) 1. (1) (2) (3) (4)
Enter here and on page 1, Part I, line 9, column (A). Description of income

95-2264067

Page

2.

Amount of income

3. Deductions directly connected (attach schedule)

4. Set-asides (attach schedule)

5. Total deductions
and set-asides (col. 3 plus col. 4)

Enter here and on page 1, Part I, line 9, column (B).

Totals  (see instructions)

0. 9 Than Advertising Income Schedule I - Exploited Exempt Activity Income, Other


1. Description of 2. Gross unrelated business income from trade or business 3. Expenses directly connected with production of unrelated business income 4. Net income (loss) from unrelated trade or business (column 2 minus column 3). If a gain, compute cols. 5 through 7. 5. Gross income from activity that is not unrelated business income 6. Expenses 7. Excess exempt expenses (column 6 minus column 5, but not more than column 4).

0.

exploited activity

attributable to column 5

(1) (2) (3) (4)


Enter here and on page 1, Part I, line 10, col. (A). Enter here and on page 1, Part I, line 10, col. (B). Enter here and on page 1, Part II, line 26.

Totals 

9 Schedule J - Advertising Income


Part I
1. Name of periodical (1) (2) (3) (4)

0.
(see instructions)

0.

0.

Income From Periodicals Reported on a Consolidated Basis


2. Gross advertising income 3. Direct advertising costs 4. Advertising gain or (loss) (col. 2 minus col. 3). If a gain, compute cols. 5 through 7. 5. Circulation
income

6. Readership
costs

7. Excess readership costs (column 6 minus column 5, but not more than column 4).

Totals (carry to Part II, line (5)) 

Part II

0. 0. 9 Income From Periodicals Reported on a Separate Basis


columns 2 through 7 on a line-by-line basis.) 2. Gross advertising income 3. Direct advertising costs

0.
(For each periodical listed in Part II, fill in 7. Excess readership costs (column 6 minus column 5, but not more than column 4).

1. Name of periodical (1) (2) (3) (4) (5) Totals from Part I

4. Advertising gain or (loss) (col. 2 minus col. 3). If a gain, compute cols. 5 through 7.

5. Circulation
income

6. Readership
costs

0.
Enter here and on page 1, Part I, line 11, col. (A).

0.
Enter here and on page 1, Part I, line 11, col. (B). Enter here and on page 1, Part II, line 27.

0. 0.
(see instructions) 3. Percent of
time devoted to business

Totals, Part II (lines 1-5)

0. 0. 9 of Officers, Directors, and Trustees Schedule K - Compensation


1.
Name

2.

Title

4. Compensation attributable
to unrelated business

(1) (2) (3) (4) Total. Enter here and on page 1, Part II, line 14 
023731 03-03-11

% % % %

0.
Form 990-T (2010)

20420308 701224 4530

63 2010.05070 MUSEUM ASSOCIATES

4530___2

MUSEUM ASSOCIATES 95-2264067 }}}}}}}}}}}}}}}}} }}}}}}}}}} ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ FORM 990-T OTHER DEDUCTIONS STATEMENT 1 }}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}} DESCRIPTION }}}}}}}}}}} COMMISSIONS ALLOCATED EXPENSES BANK CHARGES INSURANCE PRINTING HOSPITALITY MAILING OFFICE SUPPLIES MISCELLANEOUS EXPENSES TELEPHONE TOTAL TO FORM 990-T, PAGE 1, LINE 28 AMOUNT }}}}}}}}}}}}}} 264,961. 72,003. 4,561. 4,331. 2,615. 2,020. 2,331. 950. 607. 220. }}}}}}}}}}}}}} 354,599. ~~~~~~~~~~~~~~

20420308 701224 4530

64 2010.05070 MUSEUM ASSOCIATES

STATEMENT(S) 1 4530___2

TAXABLE YEAR

2010

California Exempt Organization Annual Information Return


JULY 1
year 2010

028941 12-16-10

FORM

Calendar Year 2010 or fiscal year beginning month day A First Return Filed? Yes B Type of organization Exempt under Section 23701 X IRC Section 4947(a)(1) trust No
Corporation/Organization Name

, and ending month (insert letter)

JUNE
CORP #

day

30

year

199

2011

0175622
FEIN

MUSEUM ASSOCIATES
Address

95-2264067

5905 WILSHIRE BLVD.


City State ZIP Code

LOS ANGELES
C D
Amended Return? Are you a subordinate/affiliate in a group exemption?

~~~~~~~~~~~~~~~~~~~~~ ~~~~~~~~ (a) Is this a group filing for affiliates? See General Instruction L ~~~~ (b) If "Yes," enter the number of affiliates ~~~~~~~~~~~~ (c) Are all affiliates included? ~~~~~~~~~~~~~~~~
(If "No," attach a list. See instructions.)

Yes Yes Yes

X No X No No
No

H I

Accounting method used

CA (1) Cash

90036 X (2) Accrual

(3)

Other

Yes Yes

(d) (e) (f) E

Is this a separate return filed by an organization covered by a group ruling? ~~~~

No

If exempt under R&TC Section 23701d, has the organization during the year: (1) participated in any political campaign or (2) attempted to influence legislation or any ballot measure, or (3) made an election under R&TC Section 23704.5 (relating to lobbying by public charities)? If "Yes," complete and attach form FTB 3509, Political or Legislative Activities by Section 23701d Organizations ~~~~~~~

Yes

X X X X

No

~~~~~~~~~~~~~ Is a roster of subordinates attached? ~~~~~~~~~~~~


Federal Group Exemption Number Dissolved

J
Yes No

Final return?

Did the organization have any changes in its activities, governing instrument, articles of incorporation, or bylaws that have not been reported to the Franchise Tax Board? If "Yes," complete an explanation and attach copies of revised documents ~~~~~ Yes

Surrendered (Withdrawn)

K L

Is the organization exempt under R&TC Section 23701g?


If "Yes," enter amount of gross receipts from nonmember sources $ Is the organization under audit by the IRS or has the IRS audited in a prior year?

No No

Yes

Merged/Reorganized (attach explanation)

If a box is checked, enter date

~~~~~~~~~~~ (1) 990T (2) 990PF (3) (Schedule H) 990 M Is the organization a Limited Liability Company? ~~ G If organization is exempt under R&TC Section 23701d and is exclusively religious, N Did the organization file Form 100 or Form 109 to report educational, or charitable, and is supported primarily (50% or more) by public X contributions, check box. See General Instruction F. No filing fee is required. taxable income?  Part I Complete Part I unless not required to file this form. See General Instructions B and C.
Check the box if the organization filed the following federal forms or schedule:

Yes Yes

No No

Yes

No

Receipts and Revenues

1 2 3 4

Expenses

Filing Fee

5 6 7 8 9 10 11 12 13 14 15

Gross sales or receipts from other sources. From Side 2, Part II, line 8 ~~~~~~~~~~~~~~~~ Gross dues and assessments from members and affiliates ~~~~~~~~~~~~~~~~~~~~~ Gross contributions, gifts, grants, and similar amounts received ~~~~~~~~~~~~~~~~~~ Total gross receipts for filing requirement test. Add line 1 through line 3. This line must be completed. If the result is less than $25,000, see General Instruction B  1,221,011. 5 Cost of goods sold ~~~~~~~~~~~~~~~~~~~~~~ 6 Cost or other basis, and sales expenses of assets sold ~~~~~~~

1 2 3 4

42,710,040. 7,556,361. 29,878,302. 80,144,703. 1,221,011. 78,923,692. 105,661,764. -26,738,072. N/A

00 00 00 00

00 00 Total costs. Add line 5 and line 6 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Total gross income. Subtract line 7 from line 4  Total expenses and disbursements. From Side 2, Part II, line 18 ~~~~~~~~~~~~~~~~~~ Excess of receipts over expenses and disbursements. Subtract line 9 from line 8  Filing fee $10 or $25. See General Instruction F ~~~~~~~~~~~~~~~~~~~~~~~~~~~ Total payments ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Penalties and Interest. See General Instruction J ~~~~~~~~~~~~~~~~~~~~~~~~~~ Use tax. See General Instruction K ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Balance due. Add line 11, line 13, and line 14. Then subtract line 12 from the result 

7 8 9 10 11 12 13 14 15

00 00 00 00 00 00 00 00 00

Sign Here

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

Telephone

CHIEF FINANCIAL OFF


Date

(323) 857-6142
Check if Preparer's PTIN/SSN self-employed |

Preparer's signature |

03/09/12 SINGERLEWAK LLP 10960 WILSHIRE BLVD. STE 700 LOS ANGELES, CA 90024-3783

P00748170
FEIN

Paid Preparer's Use Only

Firm's name (or yours, if self| employed) and address

95-2302617
Telephone

X May the FTB discuss this return with the preparer shown above? See instructions 
For Privacy Notice, get form FTB 1131.

Yes

(310) 477-3924 No
Form 199 C1 2010 Side 1

022

3651104

STATE OF CALIFORNIA FRANCHISE TAX BOARD EXEMPT ORGANIZATIONS SECTION PO BOX 1286 RANCHO CORDOVA CA 95741-1286 TELEPHONE: (916) 845-4171

Political or Legislative Activities By Section 23701d Organizations

Name

Corporate Number Federal Identification Number

MUSUEM ASSOCIATES
Number and Street

5905 WILSHIRE BLVD.


City or Town State

95-2264067
Zip Code

LOS ANGELES

CA

90036

Please Check

(3)
YES NO

(a) Have you participated or intervened in any political campaign on behalf of any candidate for elective public office? If so, attach a detailed description of the activity and copies of any material published in connection with such activity. (b) Have you contributed funds to support or oppose any individual candidate for public office or to any organization formed to support or oppose a candidate for public office? If yes, attach a detailed description of the activity and a schedule of the amount paid, including dates and name(s) of the individual(s) or organization(s).

II

(a) Have you attempted to influence any national, state or local legislation or ballot measure? If yes, attach a detailed description of such activities, copies of any materials published in connection with the activities and a schedule of expenditures. Public Charities Election to make expenditures to influence legislation (a) Have you filed a federal election to make expenditures to influence legislation? If so, furnish a copy of the Form 5768 filed with the Internal Revenue Service if not previously furnished. The furnishing of the copy of the federal election constitutes the filing of an election for state purposes. NOTE: An election is not permitted if you are a church, an integrated auxiliary of a church or a private foundation. State and federal law is the same with regard to this election, except that state law does not provide for an excise tax on excess lobbying expenditures. (b) Organizations that have elected to make expenditures to influence legislation must furnish the following financial information for the taxable year: 1. 2. EXEMPT PURPOSE EXPENDITURES (The total amount paid or incurred to accomplish the charitable, educational, religious, etc. purpose) LOBBYING EXPENDITURES (The total amount expended for thepurpose of influencing legislation through communication with any member or employee of a legislative body or any government official or employee who may participate in the formation of legislation) GRASS ROOTS EXPENDITURES (The amount expended to influence any legislation through attempts to affect the opinions of the general public or any segment thereof)

III

$ 102,908,950.

5,217.

3.

FTB 3509 (REV 09-2000)

MUSEUM ASSOCIATES FEIN 95 2264067 FYE 06/30/1 FORM 3509 STATEMENT A POLITICAL OR LEGISLATIVE ACTIVITIES BY SEC. 23701d ORGANIZATION PART II(A)

The Museums General Counsel and the Museums President provided comments on legislation pending in Federal and State legislative bodies that would directly affect the museum. $ , 1

Total Lobbying

, 1

TAXABLE YEAR

2010

California Exempt Organization Business Income Tax Return


JUL

028961 12-16-10

FORM

Calendar Year 2010 or fiscal year beginning month X A First Return Filed? Yes No Corporation/Organization Name

day 1 year 2010 , and ending month B Is this an education IRA within the meaning Yes of R&TC Section 23712?

JUN X

day 30 year No CORP # FEIN

2011

109

0175622 95-2264067

MUSEUM ASSOCIATES
Address

5905 WILSHIRE BLVD.


City State ZIP Code

LOS ANGELES
C Is the organization under audit by the IRS or has the IRS audited in a prior year? ~~~~~~~~

CA c
Yes

90036 X
No

No

D Final Return? c Dissolved c Surrendered (Withdrawn) c Merged/Reorganized (attach explanation) If a box is checked, enter date c X E Amended Return ~~~~~~~~~~~~~~ c Yes No X Accrual (3) Other F Accounting Method Used: (1) Cash (2) SEE STATEMENT 11 G Nature of trade or business

H Is the organization a non-exempt charitable trust as described in IRC Section 4947(a)(1)? ~~~~~~~~~ Yes I Is this organization claiming any Enterprise Zone (EZ), Los Angeles Revitalization Zone (LARZ), Local Agency Military Base Recovery Area (LAMBRA), Targeted Tax Area (TTA), or Manufacturing Enhancement Area (MEA) tax benefits? ~~~~~~~~~~~~ c Yes J Is this organization a qualified pension, profit-sharing, or stock bonus plan as described in IRC Section 401(a)? ~~~~ Yes K Unrelated Business Activity (UBA) Code c 532000 1 2 3

X X

No No

Taxable Corporation Taxable Trust

1 Unrelated business taxable income from Side 2, Part II, line 30 ~~~~~~~~~~~~~~~~~~~~~ 2 Multiply line 1 by the average apportionment percentage % from the Schedule R, Apportionment Formula Worksheet, line 6. See instructions ~~~~~~~~~~~~~~~~~~~~~~ 3 Enter the lesser amount from line 1 or line 2. If line 2 is zero, enter the amount from line 1  4 5 6 7 8 9 10 11

4,386. 4,386. 4,386. 4,386. 4,386. 4,386. 0.

00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00

Tax Computation

Total Tax

Payments

Refund (Direct Deposit of Refund) or Amount Due

12 13 14 15 16 17 18 19 20 21 22 23 24

25 26 27

Unrelated business taxable income from Side 2, Part II, line 30  4 Unrelated business taxable income from line 3 or line 4 ~~~~~~~~~~~~~~~~~~~~~~~~ 5 Enterprise zone, LAMBRA, LARZ, TTA, or Pierce's disease losses ~~~~~~~~~~~~~~~~~~~~ 6 Net Operating Loss deduction. See General Information N ~~~~~~~~~~~~~~~~~~~~~~~ 7 Add line 6 and line 7 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 8 Net unrelated business taxable income. Subtract line 8 from line 5 ~~~~~~~~~~~~~~~~~~~ 9 8.84 % x line 9. See General Information J ~~~~~~~~~~~~~~~~~~~~~~ 10 Tax a New jobs credit, amount generated. a) 11 b) Amount claimed ~~~~ 11b c Tax credits from Schedule B. See instructions ~~~~~~~~~~~~~~~~~~~~~~~~~~~ 11c d Total Credits. Add line 11b and 11c  11d Balance. Subtract line 11d from line 10. If line 11d is greater than line 10, enter -0- ~~~~~~~~~~~~ 12 Alternative minimum tax. See General Information Q ~~~~~~~~~~~~~~~~~~~~~~~~~~ 13 Total tax. Add line 12 and line 13  14 7,820. 00 Overpayment from a prior year allowed as a credit ~~~~~~~~~~~ 15 2010 estimated tax payments. See instructions ~~~~~~~~~~~~~ 16 00 2010 withholding (Form 592-B and/or 593.) See instructions ~~~~~~~ 17 00 Amount paid with extension (form FTB 3539) ~~~~~~~~~~~~~ 18 00 Total payments and credits. Add line 15 through line 18  19 Tax due. Subtract line 19 from line 14. Pay entire amount with return ~~~~~~~~~~~~~~~~~~ 20 Overpayment. Subtract line 14 from line 19 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 21 Enter amount of line 21 to be applied to 2011 estimated tax~~~~~~~~~~~~~~~~~~~~~~~ 22 Use tax. See instructions ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 23 Refund. If the sum of line 22 and line 23 is less than line 21, then subtract the total from line 21  24 a Fill in the account information to have the refund directly deposited. Routing number ~~~~ 24a Savings c Account Number ~~~~~~~~~~~~ 24c b Type: Checking Penalties and interest. See General Information M ~~~~~~~~~~~~~~~~~~~~~~~~~~ 25 Check if estimate penalty computed using Exception B or C and attach form FTB 5806. Total amount due. Add line 20, line 22, line 23, and line 25, then subtract line 21 from the result  27

0. 0.

7,820. 7,820. 7,820.

00 00 00 00 00 00

00 00

For Privacy Notice, get form FTB 1131.

022

3641104

Form 109 C1 2010 Side 1

MUSEUM ASSOCIATES Unrelated Business Taxable Income Part I Unrelated Trade or Business Income 443,732. 1 a Gross receipts or gross sales

95-2264067
028971 12-16-10

b Less returns and allowances Balance ~~~ 1c 2 Cost of goods sold and/or operations (Schedule A, line 7) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2 3 Gross profit. Subtract line 2 from line 1c ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 3 4 a Capital gain net income. See Specific Line Instructions - Trusts attach Schedule D (541) ~~~~~~~~~~~~~~~ 4a b Net gain (loss) from Part II, Schedule D-1 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 4b c Capital loss deduction for trusts ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 4c 5 Income (or loss) from partnerships, limited liability companies, or S corporations. See specific line instructions. Attach Schedule K-1 (565, 568, or 100S) or similar schedule ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 5 6 Rental income (Schedule C) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 6 7 Unrelated debt-financed income (Schedule D) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 7 8 Investment income of an R&TC Section 23701g, 23701i, or 23701n organization (Schedule E) ~~~~~~~~~~~~~ 8 9 Interest, Annuities, Royalties and Rents from controlled organizations (Schedule F) ~~~~~~~~~~~~~~~~~~ 9 10 Exploited exempt activity income (Schedule G) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 10 11 Advertising income (Schedule H, Part III, Column A) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 11 12 Other income. Attach schedule ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 12 13 Total unrelated trade or business income. Add line 3 through line 12  13 Part II Deductions Not Taken Elsewhere (Except for contributions, deductions must be directly connected with the unrelated business income.) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Compensation of officers, directors, and trustees from Schedule I ~~~~~~~~~~~~~~~~~~~~~~~~~~ 14 Salaries and wages ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 15 Repairs ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 16 Bad debts ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 17 Interest ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 18 SEE STATEMENT 12 Taxes ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 19 Contributions  20 a Depreciation (Corporations and Associations - Schedule J) (Trusts - form FTB 3885F) 21a 00 21 b Less: depreciation claimed on Schedule A ~~~~~~~~~~~~~~~~~~~~~ 21b 00 Depletion ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 22 a Contributions to deferred compensation plans ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 23a b Employee benefit programs ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 23b SEE STATEMENT 13 Other deductions ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 24 Total deductions. Add line 14 through line 24 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 25 Unrelated business taxable income before allowable excess advertising costs. Subtract line 25 from line 13 ~~~~~~~~ 26 Excess advertising costs (Schedule H, Part III, Column B) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 27 Unrelated business taxable income before specific deduction. Subtract line 27 from line 26 ~~~~~~~~~~~~~~~ 28 Specific deduction ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 29 30 Unrelated business taxable income. Subtract line 29 from line 28. If line 28 is a loss, enter line 28 

443,732. 443,732.

00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00

9,728.

453,460. 75,872.

5,809.

11,794. 354,599. 448,074. 5,386. 5,386. 1,000. 4,386.

Sign Here

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

Signature of officer | Preparer's Paid Preparer's signature | Use Only Firm's name (or yours, if self-employed) | and address

c Telephone (323) 857-6142 Date Check if selfc Paid Preparer's PTIN/SSN employed | P00748170 03/09/12 c FEIN SINGERLEWAK LLP 95-2302617 10960 WILSHIRE BLVD. STE 700 c Telephone LOS ANGELES, CA 90024-3783 (310) 477-3924 X May the FTB discuss this return with the preparer shown above? See instructions  c Yes No
Title Date

CHIEF FINANCIAL OF

Side 2 Form 109 C1 2010

022

3642104

MUSEUM ASSOCIATES Schedule A Cost of Goods Sold and/or Operations. Method of inventory valuation (specify) N/A
1 2 3 4

95-2264067
028981 12-16-10

Inventory at beginning of year ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 1 Purchases ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2 Cost of labor ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 3 a Additional IRC Section 263A costs. Attach schedule ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 4a b Other costs. Attach schedule ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 4b 5 Total. Add line 1 through line 4b~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 5 6 Inventory at end of year ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 6 7 Cost of goods sold and/or operations. Subtract line 6 from line 5. Enter here and on Side 2, Part I, line 2 ~~~~~~~~~ 7 Do the rules of IRC Section 263A (with respect to property produced or acquired for resale) apply to this organization? Yes Schedule B Tax Credits. Do not complete if you must file Schedule P (100 or 541) Do not claim the New Jobs Credit on Schedule B. Enter credit name code no. ~ 1 00 Enter credit name code no. ~ 2 00 Enter credit name code no. ~ 3 00 Total. Add line 1 through line 3. Enter here and on Side 1, line 11c  Schedule K Add-On Taxes or Recapture of Tax. 1 Interest computation under the look-back method for completed long-term contracts. Attach form FTB 3834 ~~~~~~~ 2 Interest on tax attributable to installment: a Sales of certain timeshares or residential lots ~~~~~~~~~~~~~~~ b Method for non-dealer installment obligations ~~~~~~~~~~~~~~ 3 IRC Section 197(f)(9)(B)(ii) election to recognize gain on the disposition of intangibles ~~~~~~~~~~~~~~~~~ 4 Credit recapture. Credit name ~~~~~~~~~~~~~~~ 5 Total. Combine the amounts on line 1 through line 4  Schedule R Apportionment Formula Worksheet Use only for unrelated trade or business amounts (a) Total within and outside California 1 2 3 4

00 00 00 00 00 00 00 00 No

4 1 2a 2b 3 4 5

00 00 00 00 00 00 00

(b) Total within California (c) Percent within California (b) ^ (a)

1 Property factor: ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2 Payroll factor: Wages and other compensation of employees ~~~~~~~~~ 3 Sales factor: Gross sales and/or receipts less returns and allowances ~~~~~ 4 Multiply the factor on line 3, column (c) by 2 ~~~~~~~~~~~~~~~~ 5 Total percentage: Add the percentages in column (c), line 1, line 2, and line 4 ~

6 Average apportionment percentage: Divide the factor on line 5 by 4 and enter the result here and on Form 109, Side 1, line 2. See instructions for exceptions  Schedule C Rental Income from Real Property and Personal Property Leased with Real Property
For rental income from debt-financed property, use Schedule D, R&TC Section 23701g, Section 23701i, and Section 23701n organizations. See instructions for exceptions.

Description of property

Rent received or accrued

Percentage of rent attributable to personal property

% % % 4
Complete if any item in column 3 is more than 50% , or for any item if the rent is determined on the basis of profit or income

5
(b) Income includible, column 2 less column 4(a)

Complete if any item in column 3 is more than 10% , but not more than 50% (b) Deductions directly connected with personal property (c) Net income includible, column 5(a) less column 5(b)

(a) Deductions directly connected

(a) Gross income reportable, column 2 x column 3

Add columns 4(b) and column 5(c). Enter here and on Side 2, Part I, line 6 

022

3643104

Form 109 C1 2010 Side 3

MUSEUM ASSOCIATES Schedule D Unrelated Debt-Financed Income


1
Description of debt-financed property

95-2264067
028991 12-16-10

Gross income from or allocable to debt-financed property

Deductions directly connected with or allocable to debt-financed property (b) Other deductions

(a) Straight-line depreciation

Amount of average acquisition indebtedness on or allocable to debt-financed property

Average adjusted basis of or allocable to debt-financed property

Debt basis percentage, column 4 ^ column 5

Gross income reportable, column 2 x column 6

Allocable deductions, total of columns 3(a) and 3(b) x column 6

Net income (or loss) includible, column 7 less column 8

% % % Total. Enter here and on Side 2, Part I, line 7  Schedule E Investment Income of an R&TC Section 23701g, Section 23701i, or Section 23701n Organization 1
Description

Amount

Deductions directly connected

Net investment income, column 2 less column 3

Set-asides

Balance of investment income, column 4 less column 5

Total. Enter here and on Side 2, Part I, line 8  Enter gross income from members (dues, fees, charges, or similar amounts)  Schedule F Interest, Annuities, Royalties and Rents from Controlled Organizations Exempt Controlled Organizations 1
Name of Controlled Organization

Employer Identification Number

Net unrelated income (loss)

Total of specified payments made

Part of column (4) that is included in the controlling organization's gross income

Deductions directly connected with income in column (5)

1 2 3 Nonexempt Controlled Organizations 7


Taxable Income

Net unrelated income (loss)

Total of specified payments made

10 Part of column (9)

that is included in the controlling organization's gross income

11 Deductions directly
connected with income in column (10)

1 2 3 4 Add columns 5 and 10  5 Add columns 6 and 11  6 Subtract line 5 from line 4. Enter here and on Side 2, Part 1, line 9  Schedule G Exploited Exempt Activity Income, other than Advertising Income 1 Description of exploited activity (attach 2 Gross unrelated 3 Expenses directly 4 Net income from 5 Gross income 6 Expenses 7 Excess exempt
schedule if more than one unrelated activity is exploiting the same exempt activity) business income from trade or business connected with production of unrelated business income unrelated trade or business, column 2 less column 3 from activity that is not unrelated business income attributable to column 5

expense, column 6 less column 5 but not more than column 4

Net income includible, column 4 less column 7 but not less than zero

Total. Enter here and on Side 2, Part I, line 10 

Side 4 Form 109 C1 2010

022

3644104

MUSEUM ASSOCIATES Schedule H Advertising Income and Excess Advertising Costs Part I Income from Periodicals Reported on a Consolidated Basis
1
Name of periodical

95-2264067
028171 12-16-10

Gross advertising income

Direct advertising costs

Advertising income or excess advertising costs. If column 2 is greater than column 3, complete columns 5, 6, and 7. If column 3 is greater than column 2, enter the excess in Part III, column B(b). Do not complete columns 5, 6, and 7.

Circulation income

Readership costs

If column 5 is greater than column 6, enter the income shown in column 4, in Part III, column A(b). If column 6 is greater than column 5, subtract the sum of column 6 and column 3 from the sum of column 5 and column 2. Enter amount in Part III, column A(b). If the amount is less than zero, enter -0-.

Totals  Part II Income from Periodicals Reported on a Separate Basis

Part III

Column A - Net Advertising Income (b) Enter total amount from Part I,
column 4 or 7, and amounts listed in Part II, cols. 4 and 7

(a) Enter "consolidated periodical" and/or

Part III

names of non-consolidated periodicals

Column B - Excess Advertising Costs (b) Enter total amount from Part I, column 4, (a) Enter "consolidated periodical" and/or
names of non-consolidated periodicals and amounts listed in Part II, column 4

Enter total here and on Side 2, Part I, line 11 Compensation of Officers, Directors, and Trustees Schedule I 1 Name of Officer 2 SSN or ITIN

Enter total here and on Side 2, Part II, line 27 3


Title

Percent of time devoted to business

Compensation attributable to unrelated business

Expense account allowances

% % % % % Total. Enter here and on Side 2, Part II, line 14  Schedule J Depreciation (Corporations and Associations only. Trusts use form FTB 3885F.) 1
Group and guideline class or description of property

Date acquired

Cost or other basis

Depreciation allowed or allowable in prior years

Method of computing depreciation

Life or rate

Depreciation for this year

1 Total additional first-year depreciation (do not include in items below)  2 Other depreciation: Buildings ~~~~~~~~~~~~ Furniture and fixtures ~~~~~~~ Transportation equipment ~~~~~ Machinery and other equipment ~~ Other (specify) 3 4 5 6 Other depreciation ~~~~~~~~~~~~~~~~~~ Total ~~~~~~~~~~~~~~~~~~~~~~~~ Amount of depreciation claimed elsewhere on return ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Balance. Subtract line 5 from line 4. Enter here and on Side 2, Part II, line 21a ~~~~~~~~~~~~~~~~~~~~~~~~~~~~

022

3645104

Form 109 C1 2010 Side 5

TAXABLE YEAR

2010
Corporation name

Net Operating Loss (NOL) Computation and NOL and Disaster Loss Limitations Corporations

CALIFORNIA FORM

3805Q

Attach to Form 100, Form 100W, Form 100S, or Form 109.


California corporation number

FEIN During the taxable year the corporation incurred the NOL, the corporation was a(n): 4 C corporation S corporation Exempt organization Limited Liability Company (electing to be taxed as a corporation) If the corporation previously led California tax returns under another corporate name, enter the corporation name and California corporation number: _______________________________________________________________________________________________________________________________ If the corporation is included in a combined report of a unitary group, see instructions, General Information C, Combined Reporting.

Part I Current year NOL. If the corporation does not have a current year NOL, go to Part II. 1 Net loss from Form 100, line 19; Form 100W, line 19; Form 100S, line 16; or Form 109, line 2. Enter as a positive number. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 2010 disaster loss included in line 1. Enter as a positive number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 Subtract line 2 from line 1. If zero or less, enter -0- and see instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4 a Enter the amount of the loss incurred by a new business included in line 3 . . . . . . . . . . . . . 4a 00 b Enter the amount of the loss incurred by an eligible small business included in line 3 . . . . . 4b 00 c Add line 4a and line 4b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4c 5 General NOL. Subtract line 4c from line 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6 2010 NOL carryover. Add line 2, line 4c, and line 5. See instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Part II NOL carryover and disaster loss carryover limitations. See Instructions. 1 Net income (loss) Enter the amount from Form 100, line 19; Form 100W, line 19; Form 100S, line 16 less line 17 (but not less than -0-); or Form 109, line 2. If the corporation net income after state adjustments (pre-apportioned income) is $300,000 or more, see instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior Year NOLs
(a) Year of loss (b) Code See instructions (c) Type of NOL See below* (d) Initial loss (e) Carryover from 2009 (f) Amount used in 2010
(g) Available balance

00 00 00

00 00 00

(h) Carryover to 2011 col. (e) - col. (f)

Current Year NOLs


col. (d) - col. (f)

3 2010 4 2010 2010 2010 2010

DIS

*Type of NOL: General (GEN), New Business (NB), Eligible Small Business (ESB), or Disaster (DIS).
Part III 2010 NOL deduction 00 00 00 1 Total the amounts in Part II, line 2, column (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 Enter the total amount from line 1 that represents disaster loss carryover deduction here and on Form 100, line 22; Form 100W, line 22; or Form 100S, line 20. Form 109 lers enter -0- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 Subtract line 2 from line 1. Enter the result here and on Form 100, line 20; Form 100W, line 20; Form 100S, line 18; or Form 109, line 7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

7521103

FTB 3805Q

2010

MUSEUM ASSOCIATES 95-2264067 }}}}}}}}}}}}}}}}} }}}}}}}}}} ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ FORM 109 NATURE OF TRADE OR BUSINESS STATEMENT 11 }}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}} ART RENTAL GALLERY & PARTNERSHIP INVESTMENT INCOME TO FORM 109, PAGE 1 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ FORM 109 TAXES PAID STATEMENT 12 }}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}} DESCRIPTION }}}}}}}}}}} TAXES PAYROLL TAXES TOTAL TO FORM 109, PAGE 2, LINE 19 AMOUNT }}}}}}}}}}}}}} 0. 5,809. }}}}}}}}}}}}}} 5,809. ~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ FORM 109 OTHER DEDUCTIONS STATEMENT 13 }}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}} DESCRIPTION }}}}}}}}}}} COMMISSIONS ALLOCATED EXPENSES BANK CHARGES INSURANCE PRINTING HOSPITALITY MAILING OFFICE SUPPLIES MISCELLANEOUS EXPENSES TELEPHONE TOTAL TO FORM 109, PAGE 2, LINE 24 AMOUNT }}}}}}}}}}}}}} 264,961. 72,003. 4,561. 4,331. 2,615. 2,020. 2,331. 950. 607. 220. }}}}}}}}}}}}}} 354,599. ~~~~~~~~~~~~~~

STATEMENT(S) 11, 12, 13

MAIL TO: Registry of Charitable Trusts P.O. Box 903447 Sacramento, CA 94203-4470 Telephone: (916) 445-2021 WEB SITE ADDRESS: http://ag.ca.gov/charities/

Sections 12586 and 12587, California Government Code 11 Cal. Code Regs. sections 301-307, 311 and 312 Failure to submit this report annually no later than four months and fifteen days after the end of the organization's accounting period may result in the loss of tax exemption and the assessment of a minimum tax of $800, plus interest, and/or fines or filing penalties as defined in Government Code section 12586.1. IRS extensions will be honored.

ANNUAL REGISTRATION RENEWAL FEE REPORT TO ATTORNEY GENERAL OF CALIFORNIA

State Charity Registration Number: CT

112170

Check if:

Change of address Amended report

MUSEUM ASSOCIATES
Name of Organization

5905 WILSHIRE BLVD.


Address (Number and Street)

Corporate or Organization No. Federal Employer I.D. No.

0175622 95-2264067

LOS ANGELES, CA 90036


City or Town, State and ZIP Code

ANNUAL REGISTRATION RENEWAL FEE SCHEDULE (11 Cal. Code Regs. sections 301-307, 311 and 312) Make Check Payable to Attorney General's Registry of Charitable Trusts Gross Annual Revenue Less than $25,000 Between $25,000 and $100,000 PART A - ACTIVITIES For your most recent full accounting period (beginning 07/01/2010 76,176,095. Total assets $ Gross annual revenue $ ending Fee 0 $25 Gross Annual Revenue Between $100,001 and $250,000 Between $250,001 and $1 million Fee $50 $75 Gross Annual Revenue Between $1,000,001 and $10 million Between $10,000,001 and $50 million Greater than $50 million Fee $150 $225 $300

06/30/2011 731,534,508.

) list:

PART B - STATEMENTS REGARDING ORGANIZATION DURING THE PERIOD OF THIS REPORT Note: 1. If you answer "yes" to any of the questions below, you must attach a separate sheet providing an explanation and details for each "yes" response. Please review RRF-1 instructions for information required. Yes No

During this reporting period, were there any contracts, loans, leases or other financial transactions between the organization and any officer, director or trustee thereof either directly or with an entity in which any such officer, director or trustee had any financial interest? SEE STATEMENT 14 During this reporting period, was there any theft, embezzlement, diversion or misuse of the organization's charitable property or funds? During this reporting period, did non-program expenditures exceed 50% of gross revenues? During this reporting period, were any organization funds used to pay any penalty, fine or judgment? If you filed a Form 4720 with the Internal Revenue Service, attach a copy. During this reporting period, were the services of a commercial fundraiser or fundraising counsel for charitable purposes used? If "yes," provide an attachment listing the name, address, and telephone number of the service provider. During this reporting period, did the organization receive any governmental funding? If so, provide an attachment listing the SEE STATEMENT 15 name of the agency, mailing address, contact person, and telephone number. During this reporting period, did the organization hold a raffle for charitable purposes? If "yes," provide an attachment indicating the number of raffles and the date(s) they occurred. Does the organization conduct a vehicle donation program? If "yes," provide an attachment indicating whether the program is operated by the charity or whether the organization contracts with a commercial fundraiser for charitable purposes. Did your organization have prepared an audited financial statement in accordance with generally accepted accounting principles for this reporting period?

X X X X X X X X X

2. 3. 4. 5. 6. 7. 8. 9.

Organization's area code and telephone number Organization's e-mail address

323-857-6142

I declare under penalty of perjury that I have examined this report, including accompanying documents, and to the best of my knowledge and belief, it is true, correct and complete.

ANN ROWLAND
Signature of authorized officer Printed Name

CHIEF FINANCIAL OFFICER


Title Date

029291 05-01-10

RRF-1 (3-05)

MUSEUM ASSOCIATES 95-2264067 }}}}}}}}}}}}}}}}} }}}}}}}}}} ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ FORM RRF-1 EXPLANATION OF FINANCIAL TRANSACTIONS STATEMENT 14 PART B, LINE 1 }}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}} JOSHUA FRIEDMAN, A FOUNDER, CO-CHAIR AND CO-CHIEF EXECUTIVE OFFICER FOR CANYON CAPITAL ADVISORS LLC, IS A TRUSTEE OF MUSEUM ASSOCIATES. CANYON CAPITAL ADVISORS LLC MAINTAINS INVESTMENT FUNDS FOR LACMA. MUSEUM ASSOCIATES INVESTED WITH CCA, LLC IN 2005, FOUR YEARS PRIOR TO MR. FRIEDMAN JOINING THE BOARD. MUSEUM ASSOCIATES HAS NOT INVESTED ANY ADDITIONAL FUNDS IN CCA, LLC SINCE THE DATE OF THE INITIAL INVESTMENT.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

STATEMENT(S) 14

MUSEUM ASSOCIATES 95-2264067 }}}}}}}}}}}}}}}}} }}}}}}}}}} ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ FORM RRF-1 INFORMATION REGARDING GOVERNMENT FUNDING STATEMENT 15 PART B, LINE 6 }}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}}} FEDERAL AGENCIES: NATIONAL ENDOWMENT FOR THE ARTS 1100 PENNSYLVANIA AVENUE, NW WASHINGTON, DC 20506 CONTACT PERSON: MR. ROCCO LANDESMAN, CHAIRMAN TELEPHONE: 202-682-5400 NATIONAL ENDOWMENT FOR THE HUMANITIES 1100 PENNSYLVANIA AVENUE, NW WASHINGTON, DC 20501 CONTACT PERSON: MR. JIM LEACH, CHAIRMAN TELEPHONE: 202-606-8400 CITY FUNDING AGENCY: CITY OF LOS ANGELES DEPARTMENT OF CULTURAL AFFAIRS 201 N. FIGUEROA STREET, SUITE 1400 LOS ANGELES, CA 90012 CONTACT PERSON: MS. OLGA GARAY, EXECUTIVE DIRECTOR TELEPHONE: 213-202-5500 COUNTY FUNDING AGENCIES: QUALITY AND PRODUCTIVITY OFFICE 565 KENNETH HAHN HALL OF ADMINISTRATION 500 WEST TEMPLE STREET LOS ANGELES, CA 90012 CONTACT PERSON: RUTH A WONG, EXECUTIVE DIRECTOR TELEPHONE: 213-974-1361 FOREIGN FUNDING AGENCIES: FEDERAL REPUBLIC OF GERMANY GERMAN CONSULATE GENERAL 6222 WILSHIRE BOULEVARD, SUITE 500 LOS ANGELES, CA 90048-5193 CONTACT PERSON: DR. CHRISTIAN STOCKS, CONSUL GENERAL TELEPHONE: 323-930-2703 KOREAN MINISTRY OF CULTURE 110-703, 42 SEJONGNO, JONGO-GU SEOUL, KOREA CONTACT PERSON: KIM JONG-MIN (SURNAME IS KIM) TELEPHONE: 82-2-3704-9114 QUALITY AND PRODUCTIVITY COMMISSION

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

STATEMENT(S) 15