TY 2012 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 01-01-2012 , 2012, and ending 12-31-2012

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
Museum of Science and Industry

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
57th Street and Lake Shore Drive
Suite

Room/suite

City or town, state or country, and ZIP + 4
Chicago, IL606372093

D Employer identification number

36-2167797

E Telephone number

G Gross receipts $ 59,219,190

F Name and address of principal officer:
David Mosena
57th Street and Lake Shore Dr
Chicago,IL606372093

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

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

Website:

WWW.MSICHICAGO.ORG

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1933

M State of legal domicile: IL

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: Museum of Science and Industry seeks to further public understanding of science, technology and industry by providing visitors with integrated learning experiences.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	117
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	113
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	467
6	Total number of volunteers (estimate if necessary) .............	6	596
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	1,211,320
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	24,941,604	25,825,598
9	Program service revenue (Part VIII, line 2g) .........	19,087,744	17,845,068
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	4,426,043	3,184,504
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	4,779,261	4,383,417
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	53,234,652	51,238,587
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	7,495	7,500
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	23,974,606	24,724,812
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	43,307	60,517
b	Total fundraising expenses (Part IX, column (D), line 25) 5,240,310
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	40,628,139	37,455,860
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	64,653,547	62,248,689
19	Revenue less expenses. Subtract line 18 from line 12.......	-11,418,895	-11,010,102
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	290,457,111	279,127,347
21	Total liabilities (Part X, line 26).............	84,579,902	77,790,631
22	Net assets or fund balances. Subtract line 21 from line 20.....	205,877,209	201,336,716

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

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III ...............

Briefly describe the organization’s mission: ONE OF THE LARGEST SCIENCE MUSEUMS IN THE WORLD, THE MUSEUM OF SCIENCE AND INDUSTRY, CHICAGO (MSI) IS HOME TO MORE THAN 35,000 ARTIFACTS AND NEARLY 14 ACRES OF HANDS-ON EXHIBITS AND EXPERIENCES DESIGNED TO SPARK SCIENTIFIC INQUIRY AND CREATIVITY. MSI OPENED ITS DOORS IN 1933 AS ONE OF THE FIRST HANDS-ON INTERACTIVE MUSEUMS IN THE WORLD, AND IT HAS WELCOMED ALMOST 180 MILLION GUESTS SINCE THEN WITH THE MISSION TO INSPIRE THE INVENTIVE GENIUS IN EVERYONE. IN LINE WITH MSI'S MISSION IS ITS CURRENT VISION: TO INSURE AND MOTIVATE CHILDREN TO ACHIEVE THEIR FULL POTENTIAL IN SCIENCE, TECHNOLOGY, MEDICINE AND ENGINEERING. MORE THAN 300,000 STUDENTS MAKE UP THE MORE THAN 1.5 MILLION GUESTS THAT VISIT ANNUALLY. THROUGH ITS CENTER FOR ADVANCEMENT OF SCIENCE EDUCATION (CASE), MSI REACHES THOUSANDS OF STUDENTS AND TEACHERS EACH YEAR THROUGH SPECIAL PROGRAMS, LEARNING LABS, EDUCATOR COURSES AND MORE.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

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? ............................ Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 23,945,216 including grants of $ ) (Revenue $ 9,204,993 )
	Museum and Operations, which include Program Support Services and Exhibit Maintenance. These expenses support the Museum's vision of inspiring and motivating children to achieve their full potential in science, technology, medicine and engineering by providing guests and teachers with integrated learning experiences and programming that is centered on exciting and interactive exhibits that help explain how science directly impacts our daily lives.

4b	(Code: ) (Expenses $ 7,686,206 including grants of $ ) (Revenue $ 4,219,823 )
	Public Programs and Exhibits. The Museum of Science and Industry (MSI) features groundbreaking exhibits and hands-on experiences that inspire guests to learn more and leave inspired. Key Museum exhibits include Science Storms, which uses large recreations of natural phenomena to teach basic scientific principles; YOU! The Experience, an interactive exhibit examining human health and celebrating the experience of life itself; the U-505 Submarine, the only German Submarine captured in World War II; Earth Revealed, which teaches about the forces at work on our planet in a facilitated experience; Fast Forward, an exhibit that demonstrates the cutting-edge work being done today in the areas of science, medicine and technology; and Smart Home: Green + Wired, a fully functioning eco-friendly home built on the Museum's grounds. Public programming reinforces key themes and concepts in a fun and enriching way. It includes not only facilitated demonstrations in exhibit areas, but also guest lectures and presentations by key scientists, astronauts, historians, architects and more.

4c	(Code: ) (Expenses $ 5,040,136 including grants of $ 7,500 ) (Revenue $ 724,583 )
	Educational Programs and Activities. The Museum's Center for the Advancement of Science Education (CASE) impacts guests and students in the building and in their communities in a variety of ways. MSI offers live science demonstrations, facilitated learning labs for school groups, free teacher development and training, online experiments and lesson plans, after-school science club networks in underserved communities, and a club for teens that helps them learn science skills as they prepare for college.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 2,462,250 including grants of $ ) (Revenue $ 3,722,804 )
4e	Total program service expenses39,133,808

Form 990 (2012)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A Click to see attachment

........................

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

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 Click to see attachment

..........

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 Click to see attachment

........

Yes

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 Click to see attachment

............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I Click to see attachment

........................

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 Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Yes

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IV Click to see attachment

..............

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

......

Yes

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. Click to see attachment

...................

11a

Yes

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 Click to see attachment

.......

11b

Yes

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 Click to see attachment

.......

11c

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 Click to see attachment

............

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X Click to see attachment

11e

Yes

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 Click to see attachment

.........................

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Yes

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV......... Click to see attachment

14b

Yes

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 Click to see attachment

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... Click to see attachment

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions).... Click to see attachment

Yes

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............ Click to see attachment

Yes

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III................... Click to see attachment

20a

Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2012)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Yes

Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................ Click to see attachment

24a

Yes

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........ Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................... Click to see attachment

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II.......................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III......... Click to see attachment

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 .......................... Click to see attachment

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV..................... Click to see attachment

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV... Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M.. Click to see attachment

Yes

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............. Click to see attachment

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, Part II, III, or IV, and Part V, line 1........................

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2...

35b

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 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

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

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

162

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

467

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

Yes

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

Yes

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)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

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

Yes

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Yes

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

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

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

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

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2012)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI ...............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

117

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

113

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Yes

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? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

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.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

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?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

CA , FL , IL , MI , NY , OH , WI

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

KATHERINE GARANT57TH STREET AND LAKE SHORE DRIVEChicagoIL606372093 (773) 947-3748

Form 990 (2012)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII ...............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

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, or 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) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) Jeffrey S Aronin........................................................................ Trustee	1.0 .......................	X	0	0	0
(2) William C Bartholomay........................................................................ Trustee	1.0 .......................	X	0	0	0
(3) Michael J Birck........................................................................ Trustee	1.0 .......................	X	0	0	0
(4) Charles K Bobrinskoy........................................................................ Trustee	1.0 .......................	X	0	0	0
(5) Barbara L Bowles........................................................................ Trustee	1.0 .......................	X	0	0	0
(6) Allan E Bulley Jr........................................................................ Trustee	1.0 .......................	X	0	0	0
(7) Rhett W Butler........................................................................ Life Trustee	1.0 .......................	X	0	0	0
(8) Martin Cabrera Jr........................................................................ Trustee	1.0 .......................	X	0	0	0
(9) John A Canning Jr........................................................................ Trustee	1.0 .......................	X	0	0	0
(10) Peter R Carney........................................................................ Life Trustee	1.0 .......................	X	0	0	0
(11) Jay Christopher........................................................................ Trustee	1.0 .......................	X	0	0	0
(12) Alison L Chung........................................................................ Trustee	1.0 .......................	X	0	0	0
(13) Frank M Clark........................................................................ Trustee	1.0 .......................	X	0	0	0
(14) Frank W Considine........................................................................ Life Trustee	1.0 .......................	X	0	0	0
(15) Stanton R Cook........................................................................ Life Trustee	1.0 .......................	X	0	0	0
(16) Christopher M Crane........................................................................ Trustee	1.0 .......................	X	0	0	0
(17) James S Crown........................................................................ Trustee	1.0 .......................	X	0	0	0

Form 990 (2012)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Lester Crown........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(19) Dr Victor J Danilov........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(20) Robert J Darnall........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(21) Kent P Dauten........................................................................ Trustee	1.0 .......................	X			0	0	0
(22) Christa Davies........................................................................ Trustee	1.0 .......................	X			0	0	0
(23) Deborah L DeHaas........................................................................ Trustee	1.0 .......................	X			0	0	0
(24) William J Devers Jr........................................................................ Trustee	1.0 .......................	X			0	0	0
(25) David E Donovan........................................................................ Trustee	1.0 .......................	X			0	0	0
(26) James C Dowdle........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(27) James J Drury III........................................................................ Trustee	1.0 .......................	X			0	0	0
(28) W James Farrell........................................................................ Trustee	1.0 .......................	X			0	0	0
(29) Michael W Ferro Jr........................................................................ Trustee	1.0 .......................	X			0	0	0
(30) Dennis J FitzSimons........................................................................ Trustee	1.0 .......................	X			0	0	0
(31) Jere D Fluno........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(32) William C Foote........................................................................ Trustee	1.0 .......................	X			0	0	0
(33) James J Fuentes........................................................................ Trustee	1.0 .......................	X			0	0	0
(34) Mark F Furlong........................................................................ Trustee	1.0 .......................	X			0	0	0
(35) Matthew R Gibson........................................................................ Trustee	1.0 .......................	X			0	0	0
(36) Ronald J Gidwitz........................................................................ Trustee	1.0 .......................	X			0	0	0
(37) James T Glerum........................................................................ Trustee	1.0 .......................	X			0	0	0
(38) William M Goodyear........................................................................ Trustee	1.0 .......................	X			0	0	0
(39) James A Gordon........................................................................ Trustee	1.0 .......................	X			0	0	0
(40) David W Grainger........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(41) James A Gray........................................................................ Trustee	1.0 .......................	X			0	0	0
(42) J Ira Harris........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(43) Jay L Henderson........................................................................ Trustee	1.0 .......................	X			0	0	0
(44) Roberto R Herencia........................................................................ Trustee	1.0 .......................	X			0	0	0
(45) Betsy D Holden........................................................................ Trustee	1.0 .......................	X			0	0	0
(46) Richard M Jaffee........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(47) James R Kackley........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(48) Dr James S Kahn........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(49) Edward L Kaplan........................................................................ Trustee	1.0 .......................	X			0	0	0
(50) John P Keller........................................................................ Trustee	1.0 .......................	X			0	0	0
(51) Michael P Krasny........................................................................ Trustee	1.0 .......................	X			0	0	0
(52) Frederick A Krehbiel........................................................................ Trustee	1.0 .......................	X			0	0	0
(53) Avis LaVelle........................................................................ Trustee	1.0 .......................	X			0	0	0
(54) Dr Leon M Lederman........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(55) Eric P Lefkofsky........................................................................ Trustee	1.0 .......................	X			0	0	0
(56) Richard H Lenny........................................................................ Trustee	1.0 .......................	X			0	0	0
(57) Russell E Levine........................................................................ Trustee	1.0 .......................	X			0	0	0
(58) Charles A Lewis........................................................................ Trustee	1.0 .......................	X			0	0	0
(59) Edward M Liddy........................................................................ Trustee	1.0 .......................	X			0	0	0
(60) H John Livingston........................................................................ Trustee	1.0 .......................	X			0	0	0
(61) Robert A Livingston........................................................................ Trustee	1.0 .......................	X			0	0	0
(62) Charles S Locke........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(63) Frank W Luerssen........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(64) Barry L MacLean........................................................................ Trustee	1.0 .......................	X			0	0	0
(65) Timothy P Maloney........................................................................ Trustee	1.0 .......................	X			0	0	0
(66) Dr Thomas L Martin Jr........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(67) Dr Walter E Massey........................................................................ Trustee	1.0 .......................	X			0	0	0
(68) Andrew J McKenna........................................................................ Trustee	1.0 .......................	X			0	0	0
(69) Robert S Morrison........................................................................ Trustee	1.0 .......................	X			0	0	0
(70) William L Morrison........................................................................ Trustee	1.0 .......................	X			0	0	0
(71) David Mosena........................................................................ President/Trustee	35.0 .......................	X	X		554,863	0	32,438
(72) Robert S Murley........................................................................ Trustee	1.0 .......................	X			0	0	0
(73) Terry E Newman........................................................................ Trustee	1.0 .......................	X			0	0	0
(74) John D Nichols........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(75) James J O'Connor........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(76) William A Osborn........................................................................ Trustee	1.0 .......................	X			0	0	0
(77) Walter R Peirson........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(78) Sheila A Penrose........................................................................ Trustee	1.0 .......................	X			0	0	0
(79) Cindy Pritzker........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(80) Jason Pritzker........................................................................ Trustee	1.0 .......................	X			0	0	0
(81) Scott A Rafferty........................................................................ Trustee	1.0 .......................	X			0	0	0
(82) J Christopher Reyes........................................................................ Trustee	1.0 .......................	X			0	0	0
(83) Larry D Richman........................................................................ Trustee	1.0 .......................	X			0	0	0
(84) Desiree Rogers........................................................................ Trustee	1.0 .......................	X			0	0	0
(85) Jesse H Ruiz........................................................................ Trustee	1.0 .......................	X			0	0	0
(86) James T Ryan........................................................................ Trustee	1.0 .......................	X			0	0	0
(87) Michael J Sacks........................................................................ Trustee	1.0 .......................	X			0	0	0
(88) John F Sandner........................................................................ Trustee	1.0 .......................	X			0	0	0
(89) Ronald M Saslow........................................................................ Trustee	1.0 .......................	X			0	0	0
(90) Rouhy J Shalabi........................................................................ Trustee	1.0 .......................	X			0	0	0
(91) Alejandro Silva........................................................................ Trustee	1.0 .......................	X			0	0	0
(92) Louis A Simpson........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(93) James A Skinner........................................................................ Trustee	1.0 .......................	X			0	0	0
(94) Jeffrey A Smisek........................................................................ Trustee	1.0 .......................	X			0	0	0
(95) Gregory D Smith........................................................................ Trustee	1.0 .......................	X			0	0	0
(96) Melody A Spann-Cooper........................................................................ Trustee	1.0 .......................	X			0	0	0
(97) J Douglas Sparkman........................................................................ Trustee	1.0 .......................	X			0	0	0
(98) David B Speer........................................................................ Trustee	1.0 .......................	X			0	0	0
(99) Robert Y Sperling........................................................................ Trustee	1.0 .......................	X			0	0	0
(100) S Jay Stewart........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(101) Michael Tang........................................................................ Trustee	1.0 .......................	X			0	0	0
(102) Mark A Thierer........................................................................ Trustee	1.0 .......................	X			0	0	0
(103) Cedric D Thurman........................................................................ Trustee	1.0 .......................	X			0	0	0
(104) Glenn F Tilton........................................................................ Trustee	1.0 .......................	X			0	0	0
(105) Eugene A Tracy........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(106) Dr John J Tracy........................................................................ Trustee	1.0 .......................	X			0	0	0
(107) Arthur R Velasquez........................................................................ Trustee	1.0 .......................	X			0	0	0
(108) David J Vitale........................................................................ Trustee	1.0 .......................	X			0	0	0
(109) Ralph Wanger........................................................................ Trustee	1.0 .......................	X			0	0	0
(110) Gregory D Wasson........................................................................ Trustee	1.0 .......................	X			0	0	0
(111) Dr Arnold R Weber........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(112) William L Weiss........................................................................ Life Trustee	1.0 .......................	X			0	0	0
(113) Miles D White........................................................................ Trustee	1.0 .......................	X			0	0	0
(114) Ann C Williams........................................................................ Trustee	1.0 .......................	X			0	0	0
(115) Thomas J Wilson........................................................................ Trustee	1.0 .......................	X			0	0	0
(116) David F Zucker........................................................................ Trustee	1.0 .......................	X			0	0	0
(117) Neal S Zucker........................................................................ Trustee	1.0 .......................	X			0	0	0
(118) Eileen Cabrera........................................................................ Corporate Secretary	35.0 .......................		X		85,798	0	12,227
(119) Sheila Cawley........................................................................ VP - External Affairs	35.0 .......................		X		156,679	0	14,821
(120) Robert Fisher........................................................................ VP - Finance & Administration	35.0 .......................		X		225,261	0	26,422
(121) Robert J Gallas Jr........................................................................ VP - Marketing	35.0 .......................		X		193,589	0	7,121
(122) Andrea Ingram........................................................................ VP - Education	35.0 .......................		X		208,100	0	13,246
(123) Kurt Haunfelner........................................................................ VP - Exhibits and Collections	35.0 .......................		X		231,813	0	11,581
(124) Katherine Garant........................................................................ Director of Finance/Controller	35.0 .......................			X	145,154	0	23,452
(125) David Hanses........................................................................ Director of Major Gifts	35.0 .......................			X	157,824	0	15,481
(126) Duncan Harris........................................................................ Museum Counsel	35.0 .......................			X	171,292	0	5,139
(127) Denise Johnson........................................................................ Director, Human Resources	35.0 .......................			X	133,293	0	14,875
(128) Edward McDonald........................................................................ Director of Facilities	35.0 .......................			X	126,719	0	20,623

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,390,385	0	197,426

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

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 ..............

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...........................

Yes

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

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
AlliedBarton Security Services LLC, PO Box 828854PHILADELPHIAPA19182	Security	1,209,679
Sodexo America LLC, 5700 S Lake Shore DrCHICAGOIL60637	Catering	1,080,629
Evidence Design, 45 Main St Ste 1014BROOKLYNNY11201	Graphic Design	435,506
MB Exhibition LLC, 75 W 5th St Ste 432ST PAULMN55102	Exhibit Licensing	205,603
Digital Hub, 1040 N HalstedCHICAGOIL60642	Printing	202,975
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 13

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response to any question in this Part VIII ..............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b		1,722,715
c	Fundraising events....1c		2,925,026
d	Related organizations...1d
e	Government grants (contributions)1e		6,824,764

f	All other contributions, gifts, grants, and similar amounts not included above1f		14,353,093

g	Noncash contributions included in lines 1a-1f:$		6,715,672
h	Total. Add lines 1a-1f.......			25,825,598
			Business Code
2a	GENERAL ADMISSIONS		900099	9,204,993	9,204,993
b	SPECIAL EXHIBITS		900099	1,798,687	1,798,687
c	MEMBERSHIP FEES		900099	1,451,264	1,451,264
d	OMNIMAX THEATER		900099	1,263,634	1,263,634
e	U-505 PERMANENT EXHIBITS		900099	1,227,860	1,227,860
f	All other program service revenue .			2,898,630	2,898,630
g	Total. Add lines 2a–2f........			17,845,068
3	Investment income (including dividends, interest, and other similar amounts).......			2,416,373			2,416,373
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			54,501			54,501
		(i) Real	(ii) Personal
6a	Gross rents	841,328
b	Less: rental expenses	628,951
c	Rental income or (loss)	212,377	0
d	Net rental income or (loss).......			212,378		212,378
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	6,681,133	353
b	Less: cost or other basis and sales expenses	5,913,355
c	Gain or (loss)	767,778	353
d	Net gain or (loss)..........			768,131			768,131
8a	Gross income from fundraising events (not including $ 2,925,026 of contributions reported on line 1c). See Part IV, line 18 ..
	a		116,713
b	Less: direct expenses ...b		1,128,961
c	Net income or (loss) from fundraising events..			-1,012,248			-1,012,248
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a		8,750
b	Less: direct expenses ...b		17,269
c	Net income or (loss) from gaming activities...			-8,519			-8,519
10a	Gross sales of inventory, less returns and allowances .
	a		721,335
b	Less: cost of goods sold ..b		292,067
c	Net income or (loss) from sales of inventory..			429,268		399,202	30,067
Miscellaneous Revenue			Business Code
11a	PARKING AND OTHER GUEST SERVICES		900099	2,289,315			2,289,315
b	FOOD COURT		722514	1,026,742			1,026,742
c	SPONSORSHIP REVENUES		900099	687,000			687,000
d	All other revenue ....			704,980	27,135	599,740	78,105
e	Total. Add lines 11a–11d ......			4,708,037
12	Total revenue. See Instructions......			51,238,587	17,872,203	1,211,320	6,329,467

Form 990 (2012)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	7,500	7,500
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	1,570,305	439,913	973,713	156,679
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	18,394,639	11,735,799	4,285,382	2,373,458
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	226,112	148,659	68,157	9,296
9	Other employee benefits .......	3,125,797	1,668,423	1,075,269	382,105
10	Payroll taxes ...........	1,407,959	762,821	473,860	171,278
11	Fees for services (non-employees):
a	Management ......	363,999	330,699		33,300
b	Legal .........	285,690		285,690
c	Accounting ...........	176,794		176,794
d	Lobbying ...........	96,252			96,252
e	Professional fundraising services. See Part IV, line 17	60,517			60,517
f	Investment management fees ......	784,610		784,610
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	3,323,503	2,205,071	892,497	225,935
12	Advertising and promotion ....	3,401,672	71,258	3,300,247	30,167
13	Office expenses .......	2,250,942	1,025,281	462,534	763,127
14	Information technology ......	836,122	185,837	626,866	23,419
15	Royalties ..	0
16	Occupancy ...........	1,490,849	1,165,811	325,038
17	Travel ............	422,672	251,352	98,128	73,192
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	0
20	Interest ...........	963,733	13,895	949,838
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	15,300,501	15,300,501
23	Insurance ..............	284,018		284,018
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	BANK FEES/CREDIT CARD FEES	1,229,244		1,229,244
b	TRAINING/RECRUITMENT	746,615	248,041	359,797	138,777
c	BUILDING MAINTENANCE	867,160	665,586	201,574
d	PROGRAM DEVELOPMENT	849,662	258,173	119,715	471,774
e	All other expenses	3,781,822	2,649,187	901,601	231,034
25	Total functional expenses. Add lines 1 through 24e	62,248,689	39,133,808	17,874,571	5,240,310
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			2,987,327	1	5,257,884
2	Savings and temporary cash investments .........			7,315,317	2	4,435,295
3	Pledges and grants receivable, net ...........			25,044,005	3	18,686,582
4	Accounts receivable, net .............			1,503,407	4	1,684,999
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			460,746	8	415,999
9	Prepaid expenses and deferred charges ..........			1,008,578	9	953,926
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	347,110,463
b	Less: accumulated depreciation .....	10b	177,758,601	179,625,603	10c	169,351,862
11	Investments—publicly traded securities ..........			37,803,727	11	43,165,338
12	Investments—other securities. See Part IV, line 11 .....			33,065,689	12	33,388,727
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			1,642,712	15	1,786,735
16	Total assets. Add lines 1 through 15 (must equal line 34)......			290,457,111	16	279,127,347
17	Accounts payable and accrued expenses .........			5,744,528	17	4,493,085
18	Grants payable .................			0	18	0
19	Deferred revenue ................			1,869,471	19	2,004,113
20	Tax-exempt bond liabilities .............			9,301,000	20	5,660,000
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			64,639,302	23	62,558,869
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			3,025,601	25	3,074,564
26	Total liabilities. Add lines 17 through 25.........			84,579,902	26	77,790,631
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			157,216,737	27	152,282,567
28	Temporarily restricted net assets ...........			43,175,472	28	43,569,149
29	Permanently restricted net assets ...........			5,485,000	29	5,485,000
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			205,877,209	33	201,336,716
34	Total liabilities and net assets/fund balances ........			290,457,111	34	279,127,347

Form 990 (2012)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI ...............

Total revenue (must equal Part VIII, column (A), line 12) ............

51,238,587

Total expenses (must equal Part IX, column (A), line 25) ............

62,248,689

Revenue less expenses. Subtract line 2 from line 1 ..............

-11,010,102

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

205,877,209

Net unrealized gains (losses) on investments ...............

6,684,391

Donated services and use of facilities .................

-229,734

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

14,952

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

201,336,716

Part XII

Financial Statements and Reporting

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

Yes

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?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

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?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

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

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

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

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Museum of Science and Industry

Employer identification number

36-2167797

Part I

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

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

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

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

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

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

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

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

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

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

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

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

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

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

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)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

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

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

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

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	51,192,090	35,056,094	32,691,579	24,941,604	25,825,598	169,706,965
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......						0
3	The value of services or facilities furnished by a governmental unit to the organization without charge..						0
4	Total. Add lines 1 through 3	51,192,090	35,056,094	32,691,579	24,941,604	25,825,598	169,706,965
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)..						35,923,896
6	Public support. Subtract line 5 from line 4.						133,783,069

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..	51,192,090	35,056,094	32,691,579	24,941,604	25,825,598	169,706,965
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	2,335,610	3,746,287	2,405,226	2,115,097	2,470,874	13,073,094
9	Net income from unrelated business activities, whether or not the business is regularly carried on..						0
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..	2,953,307	3,681,766	3,768,020	4,216,928	4,206,625	18,826,646
11	Total support (Add lines 7 through 10).						201,606,705

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

85,732,410

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

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) .........

66.358 %

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

67.432 %

16a

33 1/3% support test—2012. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2011. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2012. 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 ..................................................... right arrow

10%-facts-and-circumstances test—2011. 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 ................................................ right arrow

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

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

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

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

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

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

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

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

OMB No. 1545-0047

2012

Name of the organization

Museum of Science and Industry

Employer identification number

36-2167797

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $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 33¹/3% 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, total 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 total 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 ......................... Arrow Bullet

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization Museum of Science and Industry

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization Museum of Science and Industry

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
Museum of Science and Industry

Employer identification number

36-2167797

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

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

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

Museum of Science and Industry

Employer identification number

36-2167797

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

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

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

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 SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

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

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2012

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

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)? ....

Yes

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? ........

Yes

225,224

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

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

Total. Add lines 1c through 1i ...............................

225,224

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? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

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 carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."

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).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

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

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
Paid Staff or Management	Schedule C, Part II-B, Line 1b	Make direct contact with covered federal and state officials as it relates to the Museum's needs.
Direct Contact	Schedule C, Part II-B, Line 1g	Strategic counsel, government affairs and lobbying.
Description of Lobbying	Schedule C, Part II-B	Capstone National Partners provides the Museum of Science and Industry with strategic counsel, government affairs and lobbying services.

Schedule C (Form 990 or 990EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Museum of Science and Industry

Employer identification number

36-2167797

Part I

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

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


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

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

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

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

Yes No

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

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

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

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

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

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

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

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

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

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

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

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

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

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

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	5,337,999	5,845,132	5,514,447	4,597,491	985,000
b	Contributions ........			0	0	5,000,000
c	Net investment earnings, gains, and losses	640,276	-298,249	599,415	1,604,030	-1,330,674
d	Grants or scholarships .....			0		0
e	Other expenditures for facilities and programs ........	230,292	208,884	268,730	687,074	56,835
f	Administrative expenses ....			0	0	0
g	End of year balance ......	5,747,983	5,337,999	5,845,132	5,514,447	4,597,491

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

95.425 %

Temporarily restricted endowment SchDMd Bullet

4.575 %

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

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

Yes

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

3a(i)

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

3a(ii)

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

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

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................		130,285,325	50,556,369	79,728,956
c	Leasehold improvements ............				0
d	Equipment ................		7,153,782	5,991,321	1,162,461
e	Other .................	0	209,671,356	121,210,911	88,460,445
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......					169,351,862

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) FIXED INCOME FUNDS	22,315,661	F
(B) EQUITY FUNDS - DOMESTIC	11,073,066	F







Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	33,388,727

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

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









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
INTEREST RATE SWAP		1,765,500
PENSION LIABILITY		1,129,434
CAPITAL LEASE OBLIGATION		179,630






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		3,074,564
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	58,865,878
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	6,684,391
b	Donated services and use of facilities .........	2b	0
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	2,082,200
e	Add lines 2a through 2d .....................			2e	8,766,591
3	Subtract line 2e from line 1.....................			3	50,099,287
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a	784,610
b	Other (Describe in Part XIII.) ...........	4b	354,690
c	Add lines 4a and 4b.......................			4c	1,139,300
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	51,238,587

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........			1	63,406,371
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a	229,734
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	2,067,247
e	Add lines 2a through 2d......................			2e	2,296,981
3	Subtract line 2e from line 1.....................			3	61,109,390
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a	784,610
b	Other (Describe in Part XIII.) ............	4b	354,689
c	Add lines 4a and 4b.......................			4c	1,139,299
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	62,248,689

Part XIII

Supplemental Information

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

Identifier	Return Reference	Explanation
Financial Statement Footnote	Schedule D, Part III, Line 1a	The Museum's permanent collections, which were acquired since the Museum's inception through purchases and contributions from benefactors, are not recognized as assets on the statements of financial position. Purchases of collection items are recorded as decreases in unrestricted net assets in the year in which the items are acquired, or as temporarily or permanently restricted net assets if the assets used to purchase the items are restricted by donors. Contributed collection items are not reflected in the financial statements. Proceeds from deaccessions or insurance recoveries are reflected as increases in the appropriate net asset classes. The Museum's collections are made up of artifacts of historical significance, scientific specimens and art objects that are held for educational, research, scientific and curatorial purposes. Each of the items is cataloged, preserved and cared for, and activities verifying the items' existence and assessing their condition are performed continuously.
Description of Organization's Collections	Schedule D, Part III, Line 4	The Museum's collection - with almost 40,000 objects that showcase advances in science, industry and technology - serves to create spectacular exhibits and experiences that excite and inspire Museum guests and further the Museum's mission and vision. Remarkable artifacts in the collection include the 700-ton U-505 Submarine; a real United 727 airplane; the Pioneer Zephyr, the train that set the speed record in 1934; a British Spitfire WWII plane; a collection of carefully preserved human anatomical slices and fetuses; and much more. The museum's collections are designed to spark scientific inquiry and creativity to motivate children to achieve their full potential in science, technology, medicine and engineering in furtherance of the museum's exempt purpose.
Intended Uses of Endowment Funds	Schedule D, Part V, Line 4	The organization's endowment funds are meant to serve as a source of financial support of the Museum's mission. A portion of annual endowment earnings are used to support Museum general operations. Earnings are directed to specific elements of the Museum's operations as directed by donor restrictions on respective contributions to the endowment.
Liability for Uncertain Tax Position (ASC 740)	Schedule D, Part X, Line 2	The Museum has received a determination letter from the Internal Revenue Service indicating that the Museum is exempt from income taxes under the provisions of Section 501(c)(3) of the Internal Revenue Code, except for income taxes pertaining to unrelated business income. The Financial Accounting Standards Board issued guidance that requires tax effects from uncertain tax positions to be recognized in the financial statements only if the position is more likely than not to be sustained if the position were to be challenged by a taxing authority. Management has determined there are no material uncertain positions that require recognition in the financial statements. Additionally, no provision for income taxes is reflected in these financial statements as the Museum's unrelated business taxable income was offset by unrelated business loss carryovers in both years. There are no tax positions for which a material change in any unrecognized tax benefit liability is reasonably possible in the next 12 months. There is no interest or penalties recognized in the statement of financial position or statement of activities and changes in net assets. The tax years ended 2009, 2010, 2011 and 2012 are still open to audit for both federal and state purposes.
Supplemental Description - Other	Schedule D, Part XI, Line 2d	FUNDRAISING EXPENSES $1,128,961 RENTAL EXPENSES $628,951 COST OF GOODS SOLD $292,067 GAMING ACTIVITIES EXPENSES $17,269 CHANGE IN VALUE OF INSURANCE POLICY $14,952 ----------- TOTAL $2,082,200
Supplemental Description - Other	SCHEDULE D, PART XI, LINE 4B	CHANGE IN VALUE OF INTEREST RATE SWAP $210,982 MINIMUM PENSION LIABILITY $143,707 --------- TOTAL $354,689
SUPPLEMENTAL DESCRIPTION - OTHER	SCHEDULE D, PART XII, LINE 2D	FUNDRAISING EXPENSES $1,128,961 RENTAL EXPENSES $628,951 COST OF GOODS SOLD $292,067 GAMING ACTIVITIES EXPENSES $17,269 ----------- TOTAL $2,067,248
SUPPLEMENTAL DESCRIPTION - OTHER	SCHEDULE D, PART XII, LINE 4B	CHANGE IN VALUE OF INTEREST RATE SWAP $210,982 MINIMUM PENSION LIABILITY $143,707 --------- TOTAL $354,689

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
Museum of Science and Industry

Employer identification number

36-2167797

Part I

General Information on Activities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of the grants or

assistance, the grantees’ eligibility for the grants or assistance, and the selection criteria used to award

the grants or assistance? ...................................

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside
the United States.

Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)

(a) Region		(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in region	(f) Total expenditures for and investments in region
	Central America and the Caribbean	Investments	N/A	0
















3a	Sub-total .....			0
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)			0

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2012

Schedule F (Form 990) 2012

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

1 (a) Name of organization		(b) IRS code section and EIN (if applicable)	(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(g) Amount of of non-cash assistance	(h) Description of non-cash assistance	(i) Method of valuation (book, FMV, appraisal, other)

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter .... MediumBullet

Enter total number of other organizations or entities ....................... MediumBullet

Schedule F (Form 990) 2012

Schedule F (Form 990) 2012Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of non-cash assistance	(g) Description of non-cash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2012

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2012

Page 5

Part V

Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	ReturnReference	Explanation

Schedule F (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part. right arrow

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

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
Museum of Science and Industry

Employer identification number

36-2167797

Part I

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

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

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

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)		(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
			Yes	No
	ComNet Marketing 1214 Stowe Avenue Medford, OR97501	Telemktg Membership		No	35,760	23,851	11,909
	SD A Teleservices 5757 W Century Blvd Los Angeles, CA90045	Telemktg Membership		No	11,472	36,666	-25,194








Total .................					47,232	60,517	-13,285

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

CA, FL, IL, MI, NY, OH, WI

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2012

Page 2

Part II

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

		(a) Event #1 Black Creativ (event type)	(b) Event #2 Columbian Ball (event type)	(c) Other events 0 (total number)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	863,979	2,177,760	0	3,041,739
2	Less: Contributions . .	832,883	2,092,143	0	2,925,026
3	Gross income (line 1 minus line 2) . . .	31,096	85,617	0	116,713
4	Cash prizes . . .	0	0	0	0
5	Noncash prizes . .	200,000	87,700	0	287,700
6	Rent/facility costs . .	0	0	0	0
7	Food and beverages .	140,426	126,630	0	267,056
8	Entertainment . . .	14,275	21,020	0	35,295
9	Other direct expenses .	283,134	255,775	0	538,909
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........				1,128,960
11	Net income summary. Combine line 3, column (d), and line 10. ..........				-1,012,247

Part III

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

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

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

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes
	No

	Yes
	No

	Yes
	No

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

Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow

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

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

YesNo

If "No," explain:

10a

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

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2012

Page 3

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

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Indicate the percentage of gaming activity operated in:

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

13a

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

13b

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

Name

Address

57th Street and Lake Shore Drive
Chicago,IL60637

15a

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

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

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

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

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

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

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

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	Return Reference	Explanation
Fundraising Agreements	Schedule G, Part I, Line 2b	MSI CONTRACTS WITH COMNET TO DO THE FOLLOWING: DESIGN PROGRAM, WRITE THE SCRIPT, SEND A COPY OF THE SCRIPT TO THE MSI FOR APPROVAL, TRAIN TELEPHONE SALES REPRESENTATIVES ON PROGRAM, CALL PROSPECTS/MEMBERS AND SOLICIT/RENEW MEMBERSHIPS/PERFORM QUALITY CONTROL MONITORING OF SAMPLE CALLS AS THEY OCCUR, TRANSMIT A "DAILY REPORT COVERSHEET" WITH A RECAP OF PREVIOUS DAYS CALLING TO MSI DAILY, SEND HARD COPIES OF DUES PLEDGED BY CERTIFIED MAIL TO MSI SEMI-MONTHLY WITH THE COMNET INVOICE, AND PROVIDE MSI WITH THE FINAL RESULT FOR ALL CALLING RECORDS AT THE END OF THE CALLING PROGRAM. COMNET IS IN CONTROL OF DUES THAT ARE RAISED THROUGH THEIR FUNDRAISING SERVICES. COMNET IS RESPONSIBLE FOR MAILING/EMAILING ALL PLEDGE FORMS AND DUES INVOICES. MSI CONTRACTS WITH SD&A TELESERVICES, INC. TO DO THE FOLLOWING: DEVELOP A SCRIPT, WRITE THE SCRIPT, SEND A COPY OF THE SCRIPT TO THE MSI FOR APPROVAL, RECRUIT AND TRAIN CALLERS, CALL PROSPECTIVE DONORS AND SOLICIT DONATIONS TO GROW THE ANNUAL FUND AND COLUMBIAN SOCIETY. SD&A TELESERVICES, INC. WILL SUPERVISE TIMELY CONFIRMATION MAILINGS AND PROCESS GIFT DATA TO PRODUCE REMINDER MAILS; CREDIT CARD AND PLEDGE GIFT INFORMATION WILL BE EMAILED TO MSI DAILY; AND DAILY, CUMULATIVE AND WEEKLY REPORTS THAT TRACK AND SEGMENT RESULTS WILL BE DELIVERED TO MSI AS WELL AS AN END OF CAMPAIGN REPORT AND A DONOR COMMENT FILE.

Schedule G (Form 990 or 990-EZ) 2012

Additional Data

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Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Museum of Science and Industry

Employer identification number
36-2167797

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2012

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance
(1) Science Achievers - CASE celebration	23	7,500	FMV	Laptop

Part IV

Supplemental Information.

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Identifier	Return Reference	Explanation
Monitoring the Use of Grant Funds	Schedule I, Part 1, Line 2	Laptop computers were provided to 23 high school students enrolled in the Museum's science achievers program. The students selected to receive the computers were graduating from high school and preparing to attend college in the fall of 2012. The museum's community initiatives staff worked closely with the students over the course of the school year and awarded the computers at the culmination of the program.

Schedule I (Form 990) 2012

Additional Data

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Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Museum of Science and Industry

Employer identification number

36-2167797

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

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

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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

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

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

Only 501(c)(3) and 501(c)(4) organizations only 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:

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

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

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

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:

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

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

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

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

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

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

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

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)Sheila CawleyVP - External Affairs	(i) (ii)	156,638 0	0 0	41 0	4,511 0	10,310 0	171,500 0	0 0
(2)Robert FisherVP - Finance & Administration	(i) (ii)	225,261 0	0 0	0 0	3,234 0	23,188 0	251,683 0	0 0
(3)Robert J Gallas JrVP - Marketing	(i) (ii)	193,589 0	0 0	0 0	4,521 0	2,619 0	200,729 0	0 0
(4)Katherine GarantDirector of Finance/Controller	(i) (ii)	144,091 0	0 0	1,063 0	4,484 0	18,987 0	168,625 0	0 0
(5)David HansesDirector of Major Gifts	(i) (ii)	157,805 0	0 0	19 0	0 0	15,500 0	173,324 0	0 0
(6)Duncan HarrisMuseum Counsel	(i) (ii)	171,292 0	0 0	0 0	5,139 0	0 0	176,431 0	0 0
(7)Andrea IngramVP - Education	(i) (ii)	208,100 0	0 0	0 0	6,024 0	7,241 0	221,365 0	0 0
(8)Kurt HaunfelnerVP - Exhibits and Collections	(i) (ii)	230,814 0	0 0	999 0	0 0	11,600 0	243,413 0	0 0
(9)David MosenaPresident/Trustee	(i) (ii)	463,083 0	85,000 0	6,780 0	11,250 0	21,207 0	587,320 0	0 0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation
Non-fixed payments	Schedule J, Part I, Line 7	The Compensation Committee reviewed and approved an $85,000 bonus for the President. The bonus amount was not based on the organization's net earnings.

Schedule J (Form 990) 2012

Additional Data

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Software Version:

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Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Museum of Science and Industry

Employer identification number
36-2167797

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	IFA Series 2009A-D	86-1091967	45200FJ91	12-17-2009	64,000,000	Construction, Exhibits		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	2,000,000
2 Amount of bonds legally defeased . . . . . . . . . . .	0
3 Total proceeds of issue . . . . . . . . . . . . . .	64,000,000
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0
5 Capitalized interest from proceeds . . . . . . . . . . .	0
6 Proceeds in refunding escrows . . . . . . . . . . . .	62,937,702
7 Issuance costs from proceeds . . . . . . . . . . . .	429,298
8 Credit enhancement from proceeds . . . . . . . . . . .	0
9 Working capital expenditures from proceeds . . . . . . . . .	633,000
10 Capital expenditures from proceeds . . . . . . . . . . .	0
11 Other spent proceeds . . . . . . . . . . . . . .	0
12 Other unspent proceeds . . . . . . . . . . . . . .	0
13 Year of substantial completion . . . . . . . . . . . .
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X

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

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0.00000%		%		%		%
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 . . . . . . .	0.00000%		%		%		%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	0.00000%		%		%		%
7 Does the bond issue meet the private security or payment test? . . . . .		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X
b Exception to rebate? . . . . . . . .		X
c No rebate due? . . . . . . . . . .		X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .	X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X
b Name of provider . . . . . . . . .	0
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . . . .
e Was a hedge terminated? . . . . . . .

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X
b Name of provider . . . . . . . . .	0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?		X

Part VI

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

Identifier	Return Reference	Explanation
.	Schedule K, Part V	Procedures to Undertake Corrective Action The Museum has not violated any applicable requirements for tax exempt bonds benefitting the Museum. The Museum has not established written procedures to ensure timely identification of violations of federal tax requirements or timely correction of any identified violations, but the Museum will look into establishing procedures in the near future.

Schedule K (Form 990) 2012

Additional Data

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Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

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

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Museum of Science and Industry

Employer identification number

36-2167797

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

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

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

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2012

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) David E Donovan	Trustee	679,956	Bond/LOC Interest/Fees		No
(2) David E Donovan	Trustee	816,178	Corporate Credit Card Payments		No
(3) Timothy P Maloney	Trustee	163,890	Bond Interest/LC Commission		No
(4) William L Morrison	Trustee	207,901	Bond/Bank Fees		No

Part V

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

Identifier	Return Reference	Explanation
Related Party Transactions	Schedule L, Part IV	David E. Donovan, a trustee of MSI, is a CO-CEO of Chase Capital Corporation. MSI's transactions with JP Morgan are done in terms similar to those given to the general public. The conflict exists in that Mr. Donovan is a member of the Finance Committee, which approves all financial matters of MSI including banking. To resolve this conflict Mr. Donovan does not participate in discussions regarding the relationship with JP Morgan Chase and excuses himself when the Finance Committee is voting on financial matters related to MSI and JP Morgan Chase. Timothy P. Maloney, a Trustee of MSI, is an Illinois president of Bank of America. MSI transactions with Bank of America are done in terms similar to those given to the general public. There is no conflict since Mr. Maloney does not belong to any committee of the board which votes on financial matters related to MSI and Bank of America nor does his position have any bearing on the relationship. William L. Morrison, a trustee of MSI, is president and COO of Northern Trust Bank. Northern Trust provides banking, asset/treasury management, and commercial lending for MSI. These services are provided in the same terms as those given to the general public. There is no conflict since Mr. Morrison does not belong to any committee of the board which votes on matters related to the Northern Trust nor does his position have any bearing on the relationship.

Schedule L (Form 990 or 990-EZ) 2012

Additional Data

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SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

Noncash Contributions

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

Attach to Form 990.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Museum of Science and Industry

Employer identification number

36-2167797

Part I

Types of Property

	(a) Check if applicable	(b) Number of contributions or items contributed	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining noncash contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .	X	36	6,214,502	Cost/Selling Price
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( Entry Hall and Major Gifts )	X	3	248,004	Cost/Selling Price
26 Other ( Black Creativity )	X	15	89,617	Cost/Selling Price
27 Other ( Education and Sponsorship )	X	3	63,515	Cost/Selling Price
28 Other ( Columbian Ball )	X	9	40,970	Cost/Selling Price
Other ( United Airline Tickets )	X	78	35,632	Cost/Selling Price
Other ( Exhibit Maintenance )	X	1	23,432	Cost/Selling Price

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it

must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? ..................

30a

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

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

Yes

32a

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

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

32a

Yes

If "Yes," describe in Part II.

If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II.

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

Cat. No. 51227J

Schedule M (Form 990) (2012)

Page 2

Part II

Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
Third Party Assistance of Noncash Contributions	SCHEDULE M, PART II, LINE 32B	A third party is designated to receive non-cash securities from contributors. Upon receipt of the securities, the third party subsequently sells securities on behalf of the Museum. The third party deposits proceeds from the sale of non-cash securities into the Museum's short term investment account.

Schedule M (Form 990) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Museum of Science and Industry

Employer identification number

36-2167797

Identifier	Return Reference	Explanation
Other Program Service Accomplishments - Ancillary Services	Form 990, Part III, Line 4D	Ancillary Services represent various guest services that enhance the guest experience. These include the Omnimax Theater, Museum Store, food services, and parking services.
Relationship Between Board Members	Form 990, Part VI, Line 2	CHARLES K. BOBRINSKOY AND ERIC P. LEFKOFSKY HAVE A BUSINESS RELATIONSHIP OUTSIDE THE MUSEUM. CHARLES K. BOBRINSKOY AND DAVID J. VITALE HAVE A BUSINESS RELATIONSHIP OUTSIDE THE MUSEUM. FRANK M. CLARK AND JESSE H. RUIZ HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. JAMES S. CROWN AND LESTER CROWN HAVE A FAMILY RELATIONSHIP. JAMES S. CROWN AND LESTER CROWN HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. KENT P. DAUTEN AND JOHN A. CANNING HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. KENT P. DAUTEN AND LARRY D. RICHMAN HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. DEBORAH L. DEHASS AND BETSY D. HOLDEN HAVE A FAMILY RELATIONSHIP. WILLIAM J. DEVERS, JR. AND ANDREW J. MCKENNA HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. DAVID E. DONOVAN AND JAMES S. CROWN HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. MICHAEL W. FERRO, JR., JOHN A. CANNING, AND MILES D. WHITE HAVE A BUINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. DAVID W. GRAINGER AND JAMES T. RYAN HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. MICHAEL P. KRASNY, JAMES S. CROWN, AND LESTER CROWN HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. MICHAEL P. KRASNY AND DEBORAH L. DEHAAS HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. RICHARD H. LENNY, DR WALTER E. MASSEY, ANDREW J. MCKENNA, SHEILA A. PENROSE, JAMES A. SKINNER, AND MILES D. WHITE ALL HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. J. CHRISTOPHER REYES, MICHAEL W. FERRO, JR., ANDREW J. MCKENNA, AND JOHN F. SANDNER HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. J. CHRISTOPHER REYES AND ANDREW J. MCKENNA HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. WILLIAM A. OSBORN, W. JAMES FARRELL, EDWARD M. LIDDY, GLENN F. TILTON, AND MILES D. WHITE ALL HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. WILLIAM A. OSBORN AND BETSY D. HOLDEN HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. JAMES T. RYAN AND DAVID W. GRAINGER HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. JEFFREY A. SMISEK, DAVID J. VITALE, W. JAMES FARRELL, AND GLENN F. TILTON ALL HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. MILES D. WHITE AND MICHAEL W. FERRO, JR. HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. THOMAS J. WILSON AND W. JAMES FARRELL HAVE A BUSINESS RELATIONSHIP OUTSIDE OF THE MUSEUM. THOMAS J. WILSON AND W. JAMES FARRELL BOTH SERVE ON A BOARD OUTSIDE OF THE MUSEUM.
Form 990 Review Process	Form 990, Part VI, Line 11b	The Museum's 990 is prepared by an external public accounting firm, who provides drafts for internal review. After the internal review, these drafts are updated, and a final draft is reviewed by the Chairman of the Audit Committee and is made available to the trustees electronically for their review, prior to electronically filing with the Internal Revenue Service.
Conflict of Interest Policy Monitoring & Enforcement	Form 990, Part VI, Line 12c	The Museum formally sends a conflict of interest questionnaire annually to trustees, officers, and certain management employees. The Museum's Compliance Officer reviews the results of the questionnaires, and investigates any reported potential conflicts for resolution as necessary.
Process for Determining Compensation	Form 990, Part VI, Line 15a	The Compensation Committee of the Board of Directors oversees and approves the compensation for the Executive Staff of the Museum. Individual performance is evaluated by established goals and objectives which support MSI's mission. These goals and objectives are reviewed annually as part of the Museum's Performance Management Process. The process consists of: 1. The process is evaluated during the Fall Compensation Committee Meeting. 2. The Human Resources department obtains and reviews benchmarked data to ensure Executive Compensation remains competitive within the industry. As needed, a third party consultant may be engaged to complete an Executive Remuneration study. A detailed analysis is reviewed by the Director of Human Resources, the CFO and CEO of the Museum and a recommendation is prepared for the Compensation Committee. 3. The Compensation Committee reviews the Executive Compensation recommended and suggests modifications where appropriate. 4. Each year, MSI management determines if merit increases will be awarded to Museum staff.
Forms Available for Public Inspection	Form 990, Part VI, Line 18	The museum posted a copy of 2011 form 990 in its website and made copies of 2009, 2010, 2011 form 990 and 990T publicly available upon request. As the museum filed the application for recognition of exemption, form 1023 before July 15, 1987, it need not be made publicly available.
How Documents are Made Available to the Public	Form 990, Part VI, Line 19	The Museum Annual Report and the financial statements are available to the public via the Museum's website and upon request, respectively. The Museum Annual Report and the financial statements are available to the public via the Museum's website and upon request, respectively.
Restatement of Audited Financial Statement	Form 990, part X, balance sheet, column(A), beginning of year	Subsequent to the issuance of the Museum's 2011 financial statements, management became aware that there were net assets related to the capital campaign that were not appropriately released from restrictions when related expenses were incurred during the year ended December 31, 2011. This resulted in an understatement of the 2011 release from restrictions of $7,328,128, with a related understatement of ending unrestricted net assets and overstatement of temporarily restricted net assets at December 31, 2011. Consequently, certain amounts have been restated for the year ended and at December 31, 2011.
Other Changes in Net Assets	Form 990, Part XI, Line 9	CHANGE IN VALUE OF INSURANCE POLICY $14,953 ----------- TOTAL $14,953

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If “Yes,”the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If “Yes,” the organizationmay be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A).......................................	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713)................................................	Yes	No