Form990
Click to see list of attachments
Department of the Treasury
Internal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

MediumBullet The organization may have to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0047
2012
Open to Public Inspection
A For the 2012 calendar year, or tax year beginning 01-01-2012 , 2012, and ending 12-31-2012
BCheck if applicable:
CName of organization
SOLOMON R GUGGENHEIM FOUNDATION
 
Doing Business As
 
 
Number and street (or P.O. box if mail is not delivered to street address)
1071 Fifth Avenue
 
Room/suite
City or town, state or country, and ZIP + 4
New York, NY101280173
D Employer identification number

13-5562233
E Telephone number

G Gross receipts $ 178,209,204
F Name and address of principal officer:
Richard D Armstrong
1071 Fifth Avenue
New York,NY101280173
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
www.guggenheim.org
H(a)
Is this a group return for
affiliates?
H(b)
Are all affiliates included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1937
M State of legal domicile: NY
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: Committed to innovation, the Solomon R. Guggenheim Foundation collects, preserves, and interprets modern and contemporary art, and explores ideas across cultures through dynamic curatorial and educational initiatives and collaborations. With its constellation of architecturally and culturally distinct museums, exhibitions, publications, and digital platforms, the Foundation engages both local and global audiences.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 26
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 25
5 Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...... 5 612
6 Total number of volunteers (estimate if necessary) ............. 6 237
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 1,662,341
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b 201,297
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 20,725,614 30,858,995
9 Program service revenue (Part VIII, line 2g) ......... 39,028,473 40,559,103
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 2,116,704 2,856,301
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 10,413,381 6,916,485
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 72,284,172 81,190,884
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 0 30,400
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) 30,477,947 32,928,152
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 0 34,795
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet3,750,514    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 40,394,979 41,256,615
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 70,872,926 74,249,962
19 Revenue less expenses. Subtract line 18 from line 12....... 1,411,246 6,940,922
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 153,616,764 165,952,154
21 Total liabilities (Part X, line 26)............. 61,816,816 63,458,424
22 Net assets or fund balances. Subtract line 21 from line 20..... 91,799,948 102,493,730
Part II
Signature Block
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign Here
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
 
Preparer's signature
Date
PTIN
Firm's name MediumBullet

Firm's EIN MediumBullet
Firm's address MediumBullet



Phone no.
May the IRS discuss this return with the preparer shown above? (see instructions) ............
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2012)
Form 990 (2012)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response to any question in this Part III ...............
1
Briefly describe the organization’s mission: Committed to innovation, the Solomon R. Guggenheim Foundation collects, preserves, and interprets modern and contemporary art, and explores ideas across cultures through dynamic curatorial and educational initiatives and collaborations. With its constellation of architecturally and culturally distinct museums, exhibitions, publications, and digital platforms, the Foundation engages both local and global audiences.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If “Yes,” describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If “Yes,” describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $ 31,476,123 including grants of $ 0 ) (Revenue $ 22,140,367 )
Art Museum Programs: (Exhibitions, Other Educational Projects, and Feasibility Studies) Exhibitions presented in 2012 at the Solomon R. Guggenheim Museum in New York ("SRGM") included: Kandinsky at the Bauhaus, 1922-1933 (September 10, 2010-April 25, 2012); Pop Objects and Icons from the Guggenheim Collections (September 20, 2011-February 8, 2012); Kandinsky's Painting with White Border (October 21, 2011-January 15, 2012); Maurizio Cattelan: All (November 4, 2011-January 22, 2012); Surface, Support, Process: The 1960s Monochrome in the Guggenheim Collection, (November 19, 2011-February 8, 2012); John Chamberlain: Choices (February 24-May 13, 2012); The Deutsche Bank Series at the Guggenheim: Being Singular Plural (March 2-June 6, 2012); Francesca Woodman (March 16-June 13, 2012); Stillspotting NYC: Queens Transhistoria (April 14-15, 21-22, and 28-29; May 5-6, 2012); A Year with Children 2012 (May 11-June 13, 2012); Art of Another Kind: International Abstraction and the Guggenheim, 1949-1960 (June 8-September 12, 2012); Kandinsky 1911-1913 (June 25, 2012-April 17, 2013); Rineke Dijkstra: A Retrospective (June 29-October 8, 2012); Stillspotting NYC: Staten Island Telettrofono (July 14-15, July 21-22, July 28-29, August 4-5, 2012); Stillspotting NYC: Bronx Audiogram (October 13-14, 2012); Picasso Black and White (October 5, 2012-January 23, 2013); Gabriel Orozco: Asterisms (November 9, 2012-January 13, 2013); Now's the Time (November 4, 2012 -January 2, 2013). SRGM also held two exhibitions in 2012 highlighting material from the Guggenheim Archives: From the Archives: Artist Awards and Acquisitions, 1956-1987 (December 11, 2011-July 16, 2012); A Long-Awaited Tribute: Frank Lloyd Wright's Usonian House and Pavilion (began July 27, 2012). Additionally, works in the ongoing exhibitions in the Thannhauser Gallery continually change and rotate. Exhibitions presented in 2012 at the Peggy Guggenheim Collection in Venice ("PGC") included: The Avant-Garde: From Picasso to Pollack (January 11-February 19, 2012); European Art: 1949-1979 | Marion R. Taylor: Paintings, 1966-2001 (February 29-May 6, 2012); Art+Technology=School (May 16-21, 2012); Cycling, Cubo-Futurism and the Fourth Dimension: Jean Metzinger's At the Cycle-Race Track (June 9-September 16, 2012); Seeing the World Within: Charles Seliger in the 1940s (June 9-September 16, 2012); Capogrossi: A Retrospective (September 29, 2012- February 10, 2013). Together with SRGF, the PGC organized the following offsite exhibitions in 2012: Revealing Papers. The Hidden Treasures of the Peggy Guggenheim Collection at Lu.C.C.A - Lucca Center of Contemporary Art, Lucca, Italy (September 18, 2011-January 15, 2012); Masters of the Avant-Garde: Miro, Mondrian, Calder at Arca, Church of San Marco, Vercelli, Italy (March 3-June 10, 2012); Great Moderns: Peggy Guggenheim Collection, Venice. Art of the 20th Century (October 31, 2012-February 26, 2013) at Centro Cultural Palacio la Moneda, Santiago, Chile. Exhibitions presented in 2012 at the Guggenheim Museum Bilbao included: Painterly Abstraction, 1949-1969: Selections from the Guggenheim Collections (June 14, 2011-January 8, 2012); Brancusi-Serra (October 11, 2011- April 15, 2012); Selections from the Collection of the Guggenheim Museum Bilbao II (November 15, 2011-October 28, 2012); The Inverted Mirror: Art from the Collections of "la Caixa" Foundation and MACBA (January 31-September 2, 2012); David Hockney: A Bigger Picture (May 15-September 30, 2012); Learning Through Art 2012 (June 12, 2012-August 26, 2012); Inhabited Architecture (September 19, 2012-May 19, 2013); Egon Schiele (October 2, 2012-January 6, 2013), Claes Oldenburg: The Sixties (October 30, 2012-February 17, 2013); Selections from the Collection of the Guggenheim Museum Bilbao III (November 20, 2012-Fall 2013). Exhibitions presented in 2012 at the Deutsche Guggenheim in Berlin included Pawel Althamer: Almech (October 28, 2011-January 16, 2012); Found in Translation (January 28-September 4, 2012); Roman Ondak: Do Not Walk Outside This Area (April 26-June 18, 2012); Gabriel Orozco: Asterisms (July 5-October 21, 2012); Visions of Modernity (November, 15, 2012-February 17, 2013). (The SRGF had a total of 34 exhibition openings in 2012).
4b (Code:   ) (Expenses $ 12,331,540 including grants of $ 0 ) (Revenue $ 3,227,433 )
Art Museum Curatorial, Collection Management and Acquisition Programs: SRGF fulfills its mission to collect and preserve art for the benefit of the public in several ways. The curatorial staff studies the art in SRGF's possession, plans international exhibitions for public viewing, and prepares and publishes scholarly catalogues and educational texts. SRGF also lends works of art in its collection to other museums on the occasion of special exhibitions that are of scholarly merit or that will broaden the public's appreciation of art. SRGF maintains extensive climate-controlled, highly secure storage facilities for the art in its collection. It also operates a photography studio for the documentation of art, and archives to store photographs of art and make them available to the public for publication or study. SRGF maintains two full art conservation labs to properly care for the art in its possession; it also conducts research on new techniques in art conservation, and in 2012 launched a new section on the Guggenheim 's website www.guggenheim.org which includes information about the Media Conservation Lab and highlights of conservation practices of time-based art. SRGF's collection is comprised of over 7,000 works of art in 2012. In 2012, SRGF acquired important works by Mark Grotjahn, R. H. Quaytman, and Judit Reigl; major installations by Maurizio Cattelan, Mona Hatoum, and Doris Salcedo; video works by Yael Bartana, Rineke Dijkstra, and Rashid Johnson; as well as photographs by Beate Gütschow, Catherine Opie, and Gabriel Orozco. Eighty works of European and American painting, sculpture and drawing of the decades after 1945 were added to the collections of the Solomon R. Guggenheim Foundation in Venice thanks to a bequest of Hannelore B. Schulhof, expanding current holdings of artists including Alexander Calder, Eduardo Chillida, Ellsworth Kelly, and Agnes Martin. As part of the Guggenheim UBS MAP Global Art Initiative, 35 works were acquired for the collection, including a work comprised of a trilogy of films by Amar Kanwar, who has previous works in the collection; a sculpture by Shilpa Gupta; an installation by Kamin Lertchaiprasert; and a painting by Navin Rawanchaikul. (The total number of works acquired in 2012 was 303).
4c (Code:   ) (Expenses $ 5,225,875 including grants of $ 0 ) (Revenue $ 17,901,282 )
Art Museum Audience Services: (Visitor Services) In 2012 SRGF directly operated two museums: the Solomon R. Guggenheim Museum in New York ("SRGM"); and the Peggy Guggenheim Collection in Venice ("PGC"). Each of these museums is open to the public to fulfill SRGF's mission to educate the public about art and to increase public appreciation of art. SRGF conducts tours of its exhibitions, and provides educational texts, free of additional charge, to all museum visitors. SRGM is open to the public one evening of each week on a Pay-What-You-Wish basis; students and senior citizens are offered reduced-price tickets; and children under the age of 12 are admitted free of charge. During 2012 membership grew by 37%. (2012 Global Attendance was 2,605,518 which was a 5% increase over 2011).
(Code:   ) (Expenses $ 7,443,372 including grants of $ 0 ) (Revenue $ 9,984,372 )
Publishing (Educational Publications, Videos, Products, and Retail Operations), Website, Education and Special Initiatives: the BMW Guggenheim Lab and Guggenheim UBS MAP Global Art Initiative. Scholarship and learning are intrinsic to the many books and catalogues produced by SRGF. Each publication includes scholarly and instructive art-historical information such as biographies, bibliographies, exhibition histories, and chronologies with longer texts that contextualize art within larger movements or disciplines. Publications in 2012 included The Hugo Boss Prize 2012; Gabriel Orozco: Asterisms; Picasso Black and White; Art of Another Kind: International Abstraction and the Guggenheim, 1949-1960; John Chamberlain: Choices; Pawel Althamer: Almech; Rineke Dijkstra: A Retrospective; Being Singular Plural; along with the e-book The Guggenheim Reader Series: Russia. Educational exhibition videos were also created for the following exhibitions: Gabriel Orozco: Asterisms; Rineke Dijkstra: A Retrospective; John Chamberlain: Choices; Art of Another Kind: International Abstraction and the Guggenheim, 1949-1960. Videos are available at http://www.guggenheim.org/video, SRGF produces many reproduction-based products for sale in its retail stores. All reproduction products in non-paper mediums (such as scarves, ties, or tableware) include reproductions on which the items are based, with educational texts about the original works of art. Significant exhibition, collections, education, and archives content is available to the public, free of charge, on SRGF's website, guggenheim.org (http://www.guggenheim.org). In 2012 Guggenheim.org received 5,631,569 visits and 15,941,241 pageviews. In addition to overview information on each exhibition, in 2012 special microsites were developed to accompany the exhibitions John Chamberlain: Choices, Art of Another Kind: International Abstraction and the Guggenheim, 1949-1960, and Picasso Black and White. The Collection Online currently features over 1,100 artworks by over 450 artists in the Guggenheim's permanent collection, accompanied by scholarly and contextual information such as artist biographies, definitions of art-historical terms, and suggested readings. In addition to highlights from the Solomon R. Guggenheim Museum, New York, the site includes works from the Peggy Guggenheim Collection, Venice, and the Guggenheim Museum Bilbao. Educational content distributed through Guggenheim.org in 2012 included Arts Curriculums for the John Chamberlain: Choices and Picasso Black and White exhibitions. Two Guggenheim Forums were presented as part of a continuing series of moderated online discussions catalyzing intelligent conversation on the arts, architecture, and design. In the Library & Archives section, information was added about a grant-funded collaborative project between the SRGM and the Whitney Museum of American Art to digitize highlights from the personal libraries of Hilla Rebay and Juliana Force, the museums' respective inaugural directors. The Conservation section was expanded to highlight the department's work in time-based media and the restoration of Picasso's Woman Ironing, including an interactive device which allows web visitors to explore the underpainting revealed through conservation imaging techniques. As part of the Guggenheim UBS MAP Global Art Initiative, in October 2012 a web hub was launched at Guggenheim.org/MAP, presenting project content and facilitating multidisciplinary learning and cross-cultural participation. The web hub featured posts from artists, curators, art-historians, and regional experts along with general information about the project. The dedicated website for the BMW Guggenheim Lab, bmwguggenheimlab.org, presents and contextualizes Lab content, aiming to inspire global conversation about important urban challenges. Website additions in 2012 included the launch of an interactive feature spotlighting 100 Urban Trends from the Berlin Lab and video and photo highlights from the Berlin and Mumbai Labs. The project's blog, Lab | Log, features interviews with BMW Guggenheim Lab contributors and includes coverage of the Lab's activities. Guggenheim Bilbao launched a new website in September 2012, featuring responsive design and interactive functionalities to coincide with the museum's fifteenth anniversary. SRGF educated the general public through free with admissions daily educator led tours, the gallery guide program, weekly in-gallery family programs and film screenings, as well as welcomed the public to register for courses, lectures, symposia, performances, and other programs. SRGF's Mind's Eye program explored current exhibitions through verbal imaging and touch for partially sighted, blind and deaf visitors. In October of 2012, the Mind's Eye tours continued for partially sighted and blind, and a monthly ASL-interpreted tour was added for deaf visitors. SRGF's Learning Through Art Program sponsored artist residencies in public schools in all five boroughs of New York City and mounted a month-long exhibition of student work in the museum's galleries. Educators participated in weekend workshops focused on classroom applications and free open house events where they were able to view new exhibitions. Family programs were available to museum visitors, encouraging them to discover the museum through family tours, art making workshops and the distribution of free guides and activity packs. K-12 School groups participated in interactive museum tours that were customized for both typically developing children and those with special needs. SRGF's Works and Process series provides the public with preview performances and discussions with artists in the realms of theater, dance, literature, and music. As part of SRGF's collaboration with the BMW Group, two BMW Guggenheim Labs were held, aimed at inspiring innovative ideas for urban design and new ways of thinking about urban life through free programs, workshops, projects, and public discourse. The BMW Guggenheim Lab Berlin held in Berlin, Germany (June 15-July 29, 2012) with the theme "Making", emphasizing citizen participation in shaping cities. The BMW Guggenheim Lab Mumbai held in Mumbai, India (December 9, 2012-January 20, 2013), where projects and programs explored the theme "Privacy" and related issues of public space. Launched in April 2012, the Guggenheim UBS MAP Global Art Initiative is a multi-year collaboration between SRGF and UBS that seeks to stimulate dialogue and creative interaction both regionally and globally through curatorial residencies, public and online programming and collection building. The program builds upon and reflects the SRGF's history of internationalism. In 2012, 35 works were acquired under the auspices of the Guggenheim UBS MAP Global Art Initiative. Many of these works are featured in the No Country: Contemporary Art for South and Southeast Asia exhibition, which will be presented in New York, Hong Kong, and Singapore in 2013 and 2014. In October 2012, Guggenheim.org/MAP launched an Initiative-specific web hub that presents and contextualizes the project's content and facilitates multidisciplinary learning and cross-cultural participation. All educational programs accompanying exhibitions of the Guggenheim UBS MAP Global Art Initiative evolve from a dynamic and inclusive process of cross-cultural and professional exchanges among the Solomon R. Guggenheim Foundation's curatorial and educational staffs, initiative curators and artists, and colleagues from each exhibition venue.
4d Other program services (Describe in Schedule O.)
(Expenses $ 7,443,372 including grants of $ 0 ) (Revenue $ 9,984,372 )
4e Total program service expensesMediumBullet56,476,910
Form 990 (2012)
Form 990 (2012)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule AClick to see attachment........................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment...
2
Yes
 
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part IIClick to see attachment........
4
Yes
 
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part III............................
5
 
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I........................
6
 
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part II...
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment....................
8
Yes
 
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IV..............
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part VClick to see attachment......
10
Yes
 
11
If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI.Click to see attachment...................
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIIClick to see attachment.......
11b
Yes
 
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII.......
11c
 
No
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX............
11d
 
No
e
Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X.........................
11f
 
No
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
 
b
Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment
12b
 
No
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
Yes
 
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV......... Click to see attachment
14b
Yes
 
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IVClick to see attachment
15
Yes
 
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV...
16
 
No
17
Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions).... Click to see attachment
17
Yes
 
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............ Click to see attachment
18
Yes
 
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....
20a
 
No
b
If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2012)
Form 990 (2012)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II...
21
 
No
22
Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........
22
 
No
23
Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment
23
Yes
 
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................
24c
 
 
d
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........
25a
 
No
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I...................
25b
 
No
26
Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II.......................... Click to see attachment
26
Yes
 
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III.........
27
 
No
28
Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ..........................
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV.....................
28b
 
No
c
An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV... Click to see attachment
28c
Yes
 
29
Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..Click to see attachment
29
Yes
 
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............. Click to see attachment
30
Yes
 
31
Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................
32
 
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........
33
 
No
34
Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
 
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2...
35b
 
No
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2.............
36
 
No
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Form 990 (2012)
Form 990 (2012)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response to any question in this Part V ...............
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
248
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................
2a
612
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
Yes
 
b
If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....
3b
Yes
 
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................
4a
Yes
 
b
If "Yes," enter the name of the foreign country: MediumBulletBD , CA , CJ , EI , IT , LS , NL , SZ , UC , UK , VI
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...
6a
 
No
b
If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................
7a
Yes
 
b
If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....
7b
Yes
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If “Yes,” indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
 
 
8
Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?..........
9a
 
 
b
Did the organization make a distribution to a donor, donor advisor, or related person?.......
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........
11b
 
12a
Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?
12a
 
 
b
If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
 
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..
14b
 
 
Form 990 (2012)
Form 990 (2012)
Page 6
Part VI
Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response to any question in this Part VI ...............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
26
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
25
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
Yes
 
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
Yes
 
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
 
No
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
 
No
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
Yes
 
b
If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
Yes
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If “No,” go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
Yes
 
b
If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
Yes
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
AL , AZ , CA , CO , CT , DC , FL , GA , IL , IN , KS , MA , MD , ME , MI , MN , NC , NH , NJ , NM , NY , OH , OR , PA , TN , VA , WA , WI
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBulletMarvin Suchoff345 Hudson Street 12 FloorNew YorkNY10014 (212) 360-4216
Form 990 (2012)
Form 990 (2012)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response to any question in this Part VII ...............
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

RoundBullet List all of the organization’s current key employees, if any. See instructions for definition of "key employee."
RoundBullet List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

RoundBullet List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

RoundBullet List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.
Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(1) Azua Jon Imanol........................................................................
Trustee
 2
.......................0 		X           0 0 0
(2) Baker Robert C........................................................................
Trustee/Treasurer
 3
.......................0 		X   X       0 0 0
(3) Calicchio John........................................................................
Trustee/Vice-President
 3
.......................0 		X   X       0 0 0
(4) Daskalopolulos Dimitris........................................................................
Trustee
 2
.......................0 		X           0 0 0
(5) Diker Charles M........................................................................
Trustee
 2
.......................0 		X           0 0 0
(6) Ehrnrooth Carl Gustaf........................................................................
Trustee
 2
.......................0 		X           0 0 0
(7) Ganek David........................................................................
Trustee
 2
.......................0 		X           0 0 0
(8) Lawson-Johnston Peter........................................................................
Trustee/Honorary Chairman
 3
.......................0 		X   X       0 0 0
(9) Lawson-Johnston II Peter........................................................................
Trustee
 2
.......................0 		X           0 0 0
(10) Lutnick Howard W........................................................................
Trustee
 2
.......................0 		X           0 0 0
(11) Mack William L........................................................................
Trustee/Chairman
 8
.......................0 		X   X       0 0 0
(12) Macklowe Linda........................................................................
Trustee
 2
.......................0 		X           0 0 0
(13) McNeil Wendy L-J........................................................................
Trustee/Vice-President
 3
.......................0 		X   X       0 0 0
(14) Meyer Edward H........................................................................
Trustee/Vice-President
 2
.......................0 		X           0 0 0
(15) Potanin Vladimir O........................................................................
Trustee
 2
.......................0 		X           0 0 0
(16) Ross Stephen M........................................................................
Trustee
 2
.......................0 		X           0 0 0
(17) Sackler Mortimer D A........................................................................
Trustee
 2
.......................0 		X           0 0 0
Form 990 (2012)
Form 990 (2012)
Page 8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(18) Saul Denise........................................................................
Trustee
 3
.......................0 		X           0 0 0
(19) Schulhof Michael P........................................................................
Trustee
 2
.......................0 		X           0 0 0
(20) Sharp Cronson Mary........................................................................
Trustee
 2
.......................0 		X           0 0 0
(21) Sherwood James B........................................................................
Trustee
 2
.......................0 		X           0 0 0
(22) Slifka Barbara........................................................................
Trustee
 2
.......................0 		X           0 0 0
(23) Stockman Jennifer Blei........................................................................
Trustee/President
 8
.......................0 		X   X       0 0 0
(24) Swid Stephen C........................................................................
Trustee/Vice-President
 3
.......................0 		X   X       0 0 0
(25) Walter Mark R........................................................................
Trustee/Vice-President
 2
.......................0 		X   X       0 0 0
(26) Wilmerding John........................................................................
Trustee
 3
.......................0 		X           0 0 0
(27) Rover Edward F........................................................................
Secretary
 2
.......................0 		    X       0 0 0
(28) Armstrong Richard D........................................................................
Director of the Museum and Foundation
 40
.......................0 		    X       748,740 0 19,064
(29) Steglitz Marc H........................................................................
Senior Deputy Director and COO
 40
.......................0 		    X       361,693 0 27,568
(30) Austrian Sarah G........................................................................
Dep Director, General Counsel and Asst Secretary
 40
.......................0 		    X       290,065 0 19,064
(31) Rylands Philip........................................................................
Director Peggy Guggenheim Collection
 40
.......................0 		      X     311,286 0 136,419
(32) Goldhar Eleanor R........................................................................
Dep Director and Chief of Global Communications
 40
.......................0 		      X     257,377 0 28,031
(33) Spector Nancy E........................................................................
Deputy Director and Chief Curator
 40
.......................0 		      X     221,393 0 24,055
(34) Dunn Catherine Carver........................................................................
Deputy Director, Advancement
 40
.......................0 		        X   348,193 0 13,818
(35) Vidarte Juan Ignacio........................................................................
Dep Director and Chief Officer for Global Strategies
 20
.......................0 		        X   307,118 0 5,235
(36) Wielk John L........................................................................
Dep Dir, Corporate and Institutional Development
 40
.......................0 		        X   226,740 0 17,964
(37) Suchoff Marvin........................................................................
Chief Financial Officer
 40
.......................0 		        X   214,912 0 13,477
(38) Wiseman Ari J........................................................................
Deputy Director, SRGF
 40
.......................0 		        X   194,874 0 13,543
1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 3,482,391 0 318,238
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet35
Yes
No
3
Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............
3
 
No
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................
4
Yes
 
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
NUSSLI US LLC6501 Bluff RoadIndianapolisIN46217 BMW Guggenheim Lab Design and Fabrication 1,411,351
FJ Sciame Construction Co Inc14 Wall StreetNew YorkNY10005 Construction Management 1,145,680
Lord Cultural Resources145 Avenue of the Americas Suite 6New YorkNY10013 BMW Guggenheim Lab Project Management 1,129,512
Crothall Healthcare955 Chesterbrook BoulevardSuite 300WaynePA19087 Cleaning Services 801,085
Masterpiece International LTD39 Broadway 14th FloorNew YorkNY10006 Art Shipping Services 687,566
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet48
Form 990 (2012)
Form 990 (2012)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response to any question in this Part VIII ..............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512, 513, or 514
Contributions, Gifts, Grants and Other Similar Amounts 1a Federated campaigns..1a 0
b Membership dues....1b 2,770,672
c Fundraising events....1c 1,162,208
d Related organizations...1d 0
e Government grants (contributions)1e 1,333,371
f All other contributions, gifts, grants, and
similar amounts not included above1f 		25,592,744
g Noncash contributions included in lines
1a-1f:$ 		1,035,449
h Total. Add lines 1a-1f.......MediumBullet 30,858,995
Program Service Revenue Business Code
2a Admission income 712110 18,424,866 18,424,866 0 0
b Exhibitions 712110 14,645,813 14,645,813 0 0
c Program collaborations 712110 6,075,213 6,075,213 0 0
d Museum feasibility study 712110 11,573 11,573 0 0
e Other program revenue 712110 1,401,638 1,401,638 0 0
f All other program service revenue . 0 0 0 0
g Total. Add lines 2a–2f........MediumBullet 40,559,103
Other Revenue 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 2,249,643 0 0 2,249,643
4 Income from investment of tax-exempt bond proceeds..MediumBullet 0 0 0 0
5 Royalties...........MediumBullet 1,407,668 0 0 1,407,668
(i) Real (ii) Personal
6a Gross rents 0 0
b Less: rental expenses 0 0
c Rental income or (loss) 0 0
d Net rental income or (loss).......MediumBullet 0 0 0 0
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 87,045,470 4,604,428
b Less: cost or other basis and sales expenses 86,420,973 4,622,267
c Gain or (loss) 624,497 -17,839
d Net gain or (loss)..........MediumBullet 606,658 0 0 606,658
8a Gross income from fundraising events (not including
$ 1,162,208
of contributions reported on line 1c). See Part IV, line 18 ..
a 1,864,100
b Less: direct expenses ...b 955,066
c Net income or (loss) from fundraising events..MediumBullet 909,034 0 909,034
9a Gross income from gaming activities.
See Part IV, line 19 ...
a 0
b Less: direct expenses ...b 0
c Net income or (loss) from gaming activities...MediumBullet 0 0 0 0
10a Gross sales of inventory, less
returns and allowances .
a 7,730,562
b Less: cost of goods sold ..b 5,020,014
c Net income or (loss) from sales of inventory..MediumBullet 2,710,548 1,261,362 1,449,186 0
Miscellaneous Revenue Business Code
11a Corporate events 900099 1,273,606 0 194,098 1,079,508
b Restaurant income and other 900099 615,629 0 19,057 596,572
c            
d All other revenue .... 0 0 0 0
e Total. Add lines 11a–11d ...... MediumBullet 1,889,235
12 Total revenue. See Instructions......MediumBullet 81,190,884 41,820,465 1,662,341 6,849,083
Form 990 (2012)
Form 990 (2012)
Page 10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII. 		(A)
Total expenses 		(B)
Program service expenses 		(C)
Management and general expenses 		(D)
Fundraising expenses
1 Grants and other assistance to governments and organizations in the United States. See Part IV, line 21 0 0
2 Grants and other assistance to individuals in the United States. See Part IV, line 22 0 0
3 Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16 30,400 30,400
4 Benefits paid to or for members 0 0
5 Compensation of current officers, directors, trustees, and key employees .... 4,564,643 676,494 3,152,234 735,915
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 0 0 0
7 Other salaries and wages 23,191,596 18,289,102 3,392,570 1,509,924
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 670,469 544,699 80,593 45,177
9 Other employee benefits ....... 2,866,445 2,508,093 134,615 223,737
10 Payroll taxes ........... 1,634,999 1,206,124 320,206 108,669
11 Fees for services (non-employees):        
a Management ...... 7,060,396 6,323,913 680,681 55,802
b Legal ......... 239,434 126,989 112,445 0
c Accounting ........... 256,584 19,137 237,447 0
d Lobbying ........... 30,150 0 0 30,150
e Professional fundraising services. See Part IV, line 17 34,795 34,795
f Investment management fees ...... 1,251,442 0 1,251,442 0
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ 1,080,079 915,361 141,465 23,253
12 Advertising and promotion .... 1,415,326 1,211,924 115,926 87,476
13 Office expenses ....... 2,504,492 1,395,477 865,044 243,971
14 Information technology ...... 515,083 20,515 494,358 210
15 Royalties .. 131,395 107,423 21,297 2,675
16 Occupancy ........... 6,097,383 4,998,896 1,041,870 56,617
17 Travel ............ 2,724,425 2,209,377 232,741 282,307
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 0 0 0 0
19 Conferences, conventions, and meetings .... 982,925 842,078 17,343 123,504
20 Interest ........... 384,450 354,029 30,421 0
21 Payments to affiliates ....... 0 0 0 0
22 Depreciation, depletion, and amortization ..... 5,024,414 4,485,941 492,391 46,082
23 Insurance .............. 1,657,225 1,327,906 329,319 0
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 Art purchases 516,001 516,001 0 0
b Art storage, shipping and crating 5,095,024 4,894,151 120,608 80,265
c Supplies, materials and other exhibition expenses 1,859,559 1,688,644 163,697 7,218
d Unrelated business income tax 202,001 0 202,001 0
e All other expenses 2,228,827 1,784,236 391,824 52,767
25 Total functional expenses. Add lines 1 through 24e 74,249,962 56,476,910 14,022,538 3,750,514
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2012)
Form 990 (2012)
Page 11
Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash—non-interest-bearing ............. 5,021,712 1 4,474,069
2 Savings and temporary cash investments ......... 3,142,745 2 7,610,595
3 Pledges and grants receivable, net ........... 11,052,711 3 17,657,934
4 Accounts receivable, net ............. 5,773,574 4 1,378,362
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
94,480 5 83,871
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 .............. 1,010,172 8 1,029,686
9 Prepaid expenses and deferred charges .......... 884,523 9 770,693
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 123,681,184
b Less: accumulated depreciation ..... 10b 55,284,052 70,575,001 10c 68,397,132
11 Investments—publicly traded securities .......... 15,382,250 11 9,772,849
12 Investments—other securities. See Part IV, line 11 ..... 40,391,062 12 54,488,987
13 Investments—program-related. See Part IV, line 11 ..... 0 13  
14 Intangible assets ............... 0 14  
15 Other assets. See Part IV, line 11 ........... 288,534 15 287,976
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 153,616,764 16 165,952,154
Liabilities 17 Accounts payable and accrued expenses ......... 13,096,564 17 13,975,789
18 Grants payable ................. 0 18 0
19 Deferred revenue ................ 33,662,625 19 36,969,588
20 Tax-exempt bond liabilities ............. 10,500,000 20 8,100,000
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 .. 4,016,971 23 3,795,574
24 Unsecured notes and loans payable to unrelated third parties .... 498,656 24 527,473
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.................... 42,000 25 90,000
26 Total liabilities. Add lines 17 through 25......... 61,816,816 26 63,458,424
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets .............. 20,495,839 27 16,860,440
28 Temporarily restricted net assets ........... 20,803,975 28 30,798,602
29 Permanently restricted net assets ........... 50,500,134 29 54,834,688
Organizations that do not follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 30 through 34.
30 Capital stock or trust principal, or current funds ........   30  
31 Paid-in or capital surplus, or land, building or equipment fund .....   31  
32 Retained earnings, endowment, accumulated income, or other funds   32  
33 Total net assets or fund balances ........... 91,799,948 33 102,493,730
34 Total liabilities and net assets/fund balances ........ 153,616,764 34 165,952,154
Form 990 (2012)
Form 990 (2012)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response to any question in this Part XI ...............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
81,190,884
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
74,249,962
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
6,940,922
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
91,799,948
5
Net unrealized gains (losses) on investments ...............
5
3,727,318
6
Donated services and use of facilities .................
6
0
7
Investment expenses .....................
7
0
8
Prior period adjustments .....................
8
0
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
25,542
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
102,493,730
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response to any question in this Part XII ..............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?
3a
 
No
b
If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits
3b
 
 
Form 990 (2012)
Form 990, Special Condition Description:
Special Condition Description
Additional Data


Software ID: 12000197
Software Version: v1.00
SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service
Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
right arrow Attach to Form 990 or Form 990-EZ. right arrow See separate instructions.
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
SOLOMON R GUGGENHEIM FOUNDATION
 
Employer identification number

13-5562233
Part I
Reason for Public Charity Status (All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
f
g
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization? ................
11g(i)
 
 
(ii) A family member of a person described in (i) above? ......................
11g(ii)
 
 
(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................
11g(iii)
 
 
h
Provide the following information about the supported organization(s).
(i) Name of supported organization (ii) EIN (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) (iv) Is the organization in col. (i) listed in your governing document? (v) Did you notify the organization in col. (i) of your support? (vi) Is the organization in col. (i) organized in the U.S.? (vii) Amount of monetary support
Yes No Yes No Yes No
Total                  

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... 26,061,044 17,818,534 22,336,405 20,725,614 30,858,995 117,800,592
2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... 0 0 0 0 0 0
3 The value of services or facilities furnished by a governmental unit to the organization without charge.. 0 0 0 0 0 0
4 Total. Add lines 1 through 3 26,061,044 17,818,534 22,336,405 20,725,614 30,858,995 117,800,592
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)..           16,512,134
6 Public support. Subtract line 5 from line 4.           101,288,458
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
7 Amounts from line 4.. 26,061,044 17,818,534 22,336,405 20,725,614 30,858,995 117,800,592
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... 4,483,120 1,568,396 1,564,420 4,026,251 3,657,311 15,299,498
9 Net income from unrelated business activities, whether or not the business is regularly carried on.. 310,018 1,458,045 1,837,933 2,419,258 1,662,341 7,687,595
10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.).. 0 0 0 0 0 0
11 Total support (Add lines 7 through 10).           140,787,685
12
12
154,086,833
13
First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................right arrow
Section C. Computation of Public Support Percentage
14
14
71.944 %
15
15
75.83 %
16a
b
17a
b
18
Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .            
2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......            
3 Gross receipts from activities that are not an unrelated trade or business under section 513..            
4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...            
5 The value of services or facilities furnished by a governmental unit to the organization without charge..            
6 Total. Add lines 1 through 5.            
7a Amounts included on lines 1, 2, and 3 received from disqualified persons...            
b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.            
c Add lines 7a and 7b..            
8 Public support (Subtract line 7c from line 6.)            
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
9 Amounts from line 6...            
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..            
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.            
c Add lines 10a and 10b.            
11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.            
12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..            
13 Total support. (Add lines 9, 10c, 11, and 12.)..            
14
Section C. Computation of Public Support Percentage
15
15
 
16
16
 
Section D. Computation of Investment Income Percentage
17
17
 
18
18
 
19a
b
20
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
 
Explanation
 
 
 
 
Schedule A (Form 990 or 990-EZ) 2012

Additional Data


Software ID: 12000197
Software Version: v1.00
Schedule B
(Form 990, 990-EZ,
or 990-PF)
Department of the Treasury
Internal Revenue Service
Schedule of Contributors
Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
OMB No. 1545-0047
2012
Name of the organization
SOLOMON R GUGGENHEIM FOUNDATION
 
Employer identification number

13-5562233
Organization type (check one):
Filers of:
Section:
Form 990 or 990-EZ





Form 990-PF




Check if your organization is covered by the General Rule or a Special Rule.  
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
General Rule
Special Rules
......................... Arrow Bullet   $    
Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).
For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.
Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 2
Name of organization
SOLOMON R GUGGENHEIM FOUNDATION
  		Employer identification number

13-5562233
Part I
Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
     
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
RESTRICTED
RESTRICTED
 

     
RESTRICTED
RESTRICTED  
RESTRICTED, RESTRICTED   RESTRICTED

$RESTRICTED


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 3
Name of organization
SOLOMON R GUGGENHEIM FOUNDATION
  		Employer identification number

13-5562233
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
SOLOMON R GUGGENHEIM FOUNDATION
  		Employer identification number

13-5562233
Part III
Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
Use duplicate copies of Part III if additional space is needed.
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Additional Data


Software ID: 12000197
Software Version: v1.00
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
SOLOMON R GUGGENHEIM FOUNDATION
 
Employer identification number

13-5562233
Part I-A
Complete if the organization is exempt under section 501(c) or is a section 527 organization.

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

Part I-B
Complete if the organization is exempt under section 501(c)(3).
1
Enter the amount of any excise tax incurred by the organization under section 4955 .........SchCMd Bullet
$  
2
Enter the amount of any excise tax incurred by organization managers under section 4955 ......SchCMd Bullet
$  
3
If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............
4a
Was a correction made? .........................................
b
If "Yes," describe in Part IV.
Part I-C
Complete if the organization is exempt under section 501(c), except section 501(c)(3).
1
Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet
$  
2
Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ...................................SchCMd Bullet

$  
3
Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b..SchCMd Bullet

$  
4
Did the filing organization file Form 1120-POL for this year? ..........................
5
Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.
(a) Name (b) Address (c) EIN (d) Amount paid from filing organization's funds. If none, enter -0-. (e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.










For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.
Cat. No. 50084S
Schedule C (Form 990 or 990-EZ) 2012

Schedule C (Form 990 or 990-EZ) 2012
Page 2
Part II-A
Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).
A Check SchCMd Bulletexpenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet
Limits on Lobbying Expenditures
(The term "expenditures" means amounts paid or incurred.) 		(a) Filing
organization's
totals 		(b) Affiliated group
totals
1a Total lobbying expenditures to influence public opinion (grass roots lobbying) ......    
b Total lobbying expenditures to influence a legislative body (direct lobbying) .......    
c Total lobbying expenditures (add lines 1a and 1b) ...................    
d Other exempt purpose expenditures ........................    
e Total exempt purpose expenditures (add lines 1c and 1d) ...............    
f Lobbying nontaxable amount. Enter the amount from the following table in both
columns.		    
  If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:    
  Not over $500,00020% of the amount on line 1e.    
  Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.    
  Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.    
  Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.    
  Over $17,000,000$1,000,000.    
       
g Grassroots nontaxable amount (enter 25% of line 1f) .................    
h Subtract line 1g from line 1a. If zero or less, enter -0-. ................    
i Subtract line 1f from line 1c. If zero or less, enter -0-. ................    
j If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting
section 4911 tax for this year? ......................................

4-Year Averaging Period Under Section 501(h)
(Some organizations that made a section 501(h) election do not have to complete all of the five
columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
  Calendar year (or fiscal year
beginning in) 		(a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) Total
             
2a Lobbying nontaxable amount          
             
b Lobbying ceiling amount
(150% of line 2a, column(e)) 		         
             
c Total lobbying expenditures          
             
d Grassroots nontaxable amount          
             
e Grassroots ceiling amount
(150% of line 2d, column (e))		          
             
f Grassroots lobbying expenditures          
Schedule C (Form 990 or 990-EZ) 2012


Schedule C (Form 990 or 990-EZ) 2012
Page 3
Part II-B
Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).
For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.
(a)
No
Yes
(b)
Amount
1
During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:
a
Volunteers? .........................................
 
No
b
Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....
Yes
 
c
Media advertisements? ....................................
 
No
 
d
Mailings to members, legislators, or the public? .........................
 
No
 
e
Publications, or published or broadcast statements? .......................
 
No
 
f
Grants to other organizations for lobbying purposes? .......................
 
No
 
g
Direct contact with legislators, their staffs, government officials, or a legislative body? ........
Yes
 
30,000
h
Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......
 
No
 
i
Other activities? ..........................
Yes
 
482
j
Total. Add lines 1c through 1i ...............................
30,482
2a
Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....
 
No
b
If "Yes," enter the amount of any tax incurred under section 4912 .................
 
c
If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....
 
d
If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......
 
 
Part III-A
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).
Yes
No
1
Were substantially all (90% or more) dues received nondeductible by members? ................
1
 
 
2
Did the organization make only in-house lobbying expenditures of $2,000 or less? ................
2
 
 
3
Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........
3
 
 
Part III-B
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."
1
Dues, assessments and similar amounts from members .....................
1
 
2
Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).
a
Current year .........................................
2a
 
b
Carryover from last year ....................................
2b
 
c
Total ............................................
2c
 
3
Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .
3
 
4
If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................
4
 
5
Taxable amount of lobbying and political expenditures (see instructions) ..............
5
 
Part IV
Supplemental Information
Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.
Identifier Return Reference Explanation
SchC_P2B_S00_L01 Schedule C, Part II-B, Line 1 The Foundation engaged a lobbying firm to solicit grants to support art education and capital improvements to the SRGM building. Lobbying fees related to New York City and to New York State matters paid in the amount of $30,000. During the year a representative from the SRGF met directly with public officials on a limited number of occasions to discuss public funding for art education and capital improvements. The value of the time spent in connection with such meetings and other fees during 2012 was $482.
Schedule C (Form 990 or 990EZ) 2012

Additional Data


Software ID: 12000197
Software Version: v1.00

SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet Attach to Form 990. SchDMd Bullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
SOLOMON R GUGGENHEIM FOUNDATION
 
Employer identification number

13-5562233
Part I
Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.
(a) Donor advised funds (b) Funds and other accounts
1 Total number at end of year .........    
2 Aggregate contributions to (during year) ...    
3 Aggregate grants from (during year) .....    
4 Aggregate value at end of year ........    
5
Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the Year
a Total number of conservation easements ....................... 2a  
b Total acreage restricted by conservation easements .................. 2b  
c Number of conservation easements on a certified historic structure included in (a) ..... 2c  
d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register .................... 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................
9
In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.
1a
If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:
(i)
Revenues included in Form 990, Part VIII, line 1 ........................SchDMd Bullet $ 0
(ii)
Assets included in Form 990, Part X ..............................SchDMd Bullet $ 0
2
If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $ 0
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $ 0
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 52283D
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........
Part IV
Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........
Part V
Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.
(a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back
1a Beginning of year balance .... 61,024,160 67,018,874 64,304,087 64,363,101 99,836,442
b Contributions ........ 8,264,319 1,258,895 4,550,865 10,182,193 4,315,918
c Net investment earnings, gains, and losses 3,248,023 996,949 4,650,038 4,018,308 -25,956,962
d Grants or scholarships ..... 0 0 0 0 0
e Other expenditures for facilities
and programs ........ 		6,144,207 8,250,558 6,486,116 14,259,515 13,832,297
f Administrative expenses .... 0 0 0 0 0
g End of year balance ...... 66,392,295 61,024,160 67,018,874 64,304,087 64,363,101
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet1 %
b
Permanent endowment SchDMd Bullet81 %
c
Temporarily restricted endowment SchDMd Bullet18 %
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
No
(ii) related organizations ........................
3a(ii)
 
No
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land ................. 3,130,643 0 3,130,643
b Buildings ................ 106,778,678 0 46,834,381 59,944,297
c Leasehold improvements ............ 6,986,230 0 4,832,320 2,153,910
d Equipment ................ 5,699,914 0 3,617,351 2,082,563
e Other ................. 1,085,719 0 0 1,085,719
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 68,397,132
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 3
Part VII
Investments—Other Securities. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b)Book value (c) Method of valuation:
Cost or end-of-year market value
(1)Financial derivatives    
(2)Closely-held equity interests    
(3)Other
(A) Fixed Income Funds 		16,746,527 F

(B) Equity Funds 		11,719,387 F

(C) Fund of Hedge Funds 		8,920,507 F

(D) Event/Credit Arbitrage Funds 		13,543,857 F

(E) Macro Funds 		1,941,372 F

(F) International Funds 		1,617,337 F



Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet 54,488,987
Part VIII
Investments—Program Related. See Form 990, Part X, line 13.
(a) Description of investment type (b) Book value (c) Method of valuation:
Cost or end-of-year market value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet  
Part IX
Other Assets. See Form 990, Part X, line 15.
(a) Description (b) Book value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet  
Part X
Other Liabilities. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes 47,000
State income taxes 43,000








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 90,000
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1 Total revenue, gains, and other support per audited financial statements ....... 1 88,538,217
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains on investments .......... 2a 3,727,318
b Donated services and use of facilities ......... 2b 465,526
c Recoveries of prior year grants ........... 2c 0
d Other (Describe in Part XIII.) ............ 2d 5,020,014
e Add lines 2a through 2d ..................... 2e 9,212,858
3 Subtract line 2e from line 1..................... 3 79,325,359
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 1,251,442
b Other (Describe in Part XIII.) ........... 4b 614,083
c Add lines 4a and 4b....................... 4c 1,865,525
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5 81,190,884
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1 Total expenses and losses per audited financial statements ........... 1 77,844,432
2 Amounts included on line 1 but not on Form 990, Part IX, line 25:
a Donated services and use of facilities .......... 2a 465,526
b Prior year adjustments .............. 2b 0
c Other losses ................ 2c 0
d Other (Describe in Part XIII.) ............ 2d 5,020,014
e Add lines 2a through 2d...................... 2e 5,485,540
3 Subtract line 2e from line 1..................... 3 72,358,892
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 1,251,442
b Other (Describe in Part XIII.) ............ 4b 639,628
c Add lines 4a and 4b....................... 4c 1,891,070
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5 74,249,962
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
SchD_P03_S00_L02 Schedule D, Part III, Line 2 The Solomon R. Guggenheim Museum hosts its annual fundraising celebration - the Guggenheim International Gala. A number of works of art were donated and auctioned during the 2012 Gala. Proceeds of $1,690,500 are reported in Form 990, Part VIII, Line 8a.
SchD_P03_S00_L04 Schedule D, Part III, Line 4 Committed to innovation, the Solomon R. Guggenheim Foundation collects, preserves, and interprets modern and contemporary art, and explores ideas across cultures through dynamic curatorial and educational initiatives and collaborations. With its constellation of architecturally and culturally distinct museums, exhibitions, publications, and digital platforms, the Foundation engages both local and global audiences.
SchD_P05_S00_L04 Schedule D, Part V, Line 4 The Foundation's endowment funds are used for educational programs, in support of a curatorial chair, art purchases, publications, exhibitions, and general support of the Foundation's operations.
SchD_P10_S00_L00 Schedule D, Part X The Foundation is exempt from Federal income taxes under Section 501(c)(3) of the U.S. Internal Revenue Code. Contributions to the Foundation are tax deductible to contributors, to the extent provided by law. The Foundation is subject to unrelated business income tax on certain merchandise and activities. The Foundation's Italian operations are also subject to the requirements of the Italian tax law.
SchD_P11_S00_L02d Schedule D, Part XI, Line 2d Cost of sales related to retail and publications $5,020,014.
SchD_P11_S00_L04b Schedule D, Part XI, Line 4b Exhibition openings and other special events $679,723 and foreign currency change ($65,637).
SchD_P12_S00_L02d Schedule D, Part XII, Line 2d Cost of sales related to retail and publications $5,020,014.
SchD_P12_S00_L04b Schedule D, Part XII, Line 4b (1) Exhibition openings and other special events $679,723; (2) Net change in postretirement benefit obligation ($40,095).
Schedule D (Form 990) 2012

Additional Data


Software ID: 12000197
Software Version: v1.00




SCHEDULE F(Form 990)
Department of the Treasury
Internal Revenue Service
Statement of Activities Outside the United States
Right pointing arrow large image 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
SOLOMON R GUGGENHEIM FOUNDATION
 
Employer identification number

13-5562233
Part I
General Information on Activities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 14b.
1
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? ...................................
2
For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside
the United States.
3
Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)
(a) Region (b) Number of offices in the region (c) Number of employees, agents, and independent contractors in 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
East Asia and the Pacific 0 0 Program Services Traveling Exhibition 1,928,000
Europe (including Iceland and Greenland) 1 39 Program Services Peggy Guggenheim Collection, Guggenheim Museum Bilbao and Deutsche Bank Guggenheim. Also includes BMW Guggenheim Lab and a feasibility study in Helsinki 17,239,000
Middle East and North Africa 0 0 Program Services Guggenheim Abu Dhabi 959,000
North America (including Canada and Mexico, but not the United States) 0 0 Program Services BMW Guggenheim Lab payments made for the India exhibition 1,650,000
South America 0 0 Program Services Traveling Exhibitions and legal costs 35,000
South Asia 0 0 Speaking at Seminars or Conferences Travel services for art conferences 767,000
Sub-Saharan Africa 0 0 Program Services Traveling Exhibitions 1,000
Central America and the Caribbean 0 0 Program Services Art lending 30,000
Europe (including Iceland and Greenland) 0 0 Grantmaking Prize sponsored by Hugo Boss to an artist, in appreciation of lifetime achievement 100,000
Central America and the Caribbean 0 0 Investments Investments 51,833,000
Europe (including Iceland and Greenland) 0 0 Investments Investments 10,086,000
North America (including Canada and Mexico, but not the United States) 0 0 Investments Investments 4,343,000
           
           
           
           
           
3a Sub-total .....      
b Total from continuation sheets to Part I ...      
c Totals (add lines 3a and 3b) 1 39 88,971,000
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)
South Asia PUKAR to undertake research activities and present such research in the context of BMW Guggenheim Lab project. 30,400 Wire transfer 0   FMV
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
2 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
1
3
Enter total number of other organizations or entities .......................MediumBullet
1
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
Schedule F (Form 990) 2012
Page 4
Part IV
Foreign Forms
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)......................................
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).......................................
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)..............................
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)
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)....................................
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)................................................
Schedule F (Form 990) 2012
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
SchF_P01_S00_L02 Schedule F, Part I, Line 2 The Foundation only made one grant in 2012. The grant was made to Partners for Urban Knowledge, Action and Research (PUKAR), an Indian Research Collective, to design and carry out a research study and present the results of that study in connection with the BMW Guggenheim Lab project in Mumbai, India, which explored the theme of "privacy" and related issues of public space. The Foundation conducted a pre-grant inquiry and determined that PUKAR would be the most qualified entity to conduct and present the research. The Foundation and PUKAR signed a written grant agreement, pursuant to which PUKAR represented and warranted that it was authorized under local law, and had all necessary registrations, to receive the grant. The agreement required PUKAR to use all grant funds in accordance with a Foundation-approved project budget and only for the approved grant purposes. In addition, PUKAR agreed not to use any of the grant funds to carry on propaganda or otherwise attempt to influence legislation, or use the grant funds to support individuals or entities listed on terrorist lists maintained by the United States. The agreement also required PUKAR to provide to the Foundation progress reports of its research findings and use of the grant funds throughout the project term, as well as a final report, substantiated by documentation, describing its use of the grant funds in support of the grant purposes. PUKAR provided the Foundation with progress reports and updates on its use of the grant funds throughout the course of the project term, presented its research findings during the BMW Guggenheim Lab project in Mumbai, and published a final report of its findings made available to the public on-line.
SchF_P01_S00_L03 Schedule F, Part I, Line 3 During 2012, the Foundation awarded the 9th biennial "Hugo Boss Prize" to a jury-selected artist in recognition of a lifetime achievement. The prize and related exhibition are sponsored by the HUGO BOSS.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
Schedule F (Form 990) 2012
Additional Data


Software ID: 12000197
Software Version: v1.00



SCHEDULE G (Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Supplemental Information Regarding
Fundraising or Gaming Activities
Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part. right arrowAttach to Form 990 or Form 990-EZ. right arrowSee separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
SOLOMON R GUGGENHEIM FOUNDATION
 
Employer identification number

13-5562233
Part I
Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.
1
Indicate whether the organization raised funds through any of the following activities. Check all that apply.
a e
b f
c g
d
2a
Did the organization have a written or oral agreement with any individual (including officers, directors, trustees
or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?
b
If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.
(i) Name and address of individual
or entity (fundraiser) 		(ii) Activity (iii) Did fundraiser have custody or control of contributions? (iv) Gross receipts
from activity 		(v) Amount paid to
(or retained by)
fundraiser listed in
col. (i) 		(vi) Amount paid to
(or retained by)
organization
Yes No
 
The Lukens Company
2800 Shirlington Road
Suite 900
Arlington, VA22206 		Provides fundraising counseling, marketing, and direct mail services to the SRGF for the exclusive purpose of enabling SRGF to fulfill its charitable purposes and programs   No 61,395 33,500 27,895
             
             
             
             
             
             
             
             
             
Total .................right arrow 61,395 33,500 27,895
3
List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.
AL, AZ, CA, CO, CT, DC, FL, GA, IL, IN, KS, MA, MD, ME, MI, MN, NC, NH, NJ, NM, NY, OH, OR, PA, TN, VA, WA, 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
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

Fall Gala
(event type) 		(b) Event #2

Year w/Children
(event type) 		(c) Other events

3
(total number) 		(d) Total events
(add col. (a) through col. (c))
VerticalRevenue 1 Gross receipts . . . 2,764,578 192,414 69,316 3,026,308
2 Less: Contributions . . 977,341 171,371 13,496 1,162,208
3 Gross income (line 1
minus line 2) . . . 		1,787,237 21,043 55,820 1,864,100
VerticalDirectExpenses 4 Cash prizes . . . 0 0 0 0
5 Noncash prizes . . 0 0 0 0
6 Rent/facility costs . . 0 0 0 0
7 Food and beverages . 0 0 0 0
8 Entertainment . . . 0 0 0 0
9 Other direct expenses . 501,158 41,920 411,988 955,066
10 Direct expense summary. Add lines 4 through 9 in column (d) ........... right arrow 955,066
11 Net income summary. Combine line 3, column (d), and line 10. .......... right arrow 909,034
Part III
Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.
VerticalRevenue (a) Bingo (b) Pull tabs/Instant
bingo/progressive bingo 		(c) Other gaming (d) Total gaming (add col.(a) through col.(c))
1 Gross revenue . . . .        
VerticalDirectExpenses 2 Cash prizes . . . .        
3 Non-cash prizes . . .        
4 Rent/facility costs . . .        
5 Other direct expenses . .        
6 Volunteer labor . . .
 
 
 
7 Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow  
8 Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow  
9
Enter the state(s) in which the organization operates gaming activities:
a
Is the organization licensed to operate gaming activities in each of these states? ............
b
If "No," explain:
 
10a
Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....
b
If "Yes," explain:
 
Schedule G (Form 990 or 990-EZ) 2012
Schedule G (Form 990 or 990-EZ) 2012
Page 3
11
Does the organization operate gaming activities with nonmembers? .................
12
Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity
formed to administer charitable gaming? ..........................
13
Indicate the percentage of gaming activity operated in:
a
The organization's facility ......................
13a
 
b
An outside facility ........................
13b
 
14
Enter the name and address of the person who prepares the organization's gaming/special events books and records:
Name right arrow
Address right arrow
15a
Does the organization have a contract with a third party from whom the organization receives gaming
revenue? ......................................
b
If "Yes," enter the amount of gaming revenue received by the organization right arrow $   and the
amount of gaming revenue retained by the third party right arrow $   .
c
If "Yes," enter name and address of the third party:
Name right arrow
Address right arrow
 
 
16
Gaming manager information:
Name right arrow
Gaming manager compensation right arrow $  
Description of services provided right arrow
 
17
Mandatory distributions:
a
Is the organization required under state law to make charitable distributions from the gaming proceeds to
retain the state gaming license? ............................
b
Enter the amount of distributions required under state law distributed to other exempt organizations or spent
in the organization's own exempt activities during the tax year right arrow$  
Part IV
Supplemental Information. Complete this part to provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).
Identifier Return Reference Explanation
Schedule G (Form 990 or 990-EZ) 2012
Additional Data


Software ID: 12000197
Software Version: v1.00
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
SOLOMON R GUGGENHEIM FOUNDATION
 
Employer identification number

13-5562233
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....
1b
 
No
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......
2
Yes
 
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment? ................
4a
 
No
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
 
No
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.
5
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization? ...........................
5a
 
No
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............
7
 
No
8
Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2012

Schedule J (Form 990) 2012
Page 2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and other deferred compensation (D) Nontaxable
benefits		 (E) Total of columns
(B)(i)-(D) 		(F) Compensation
reported as deferred
in prior Form 990
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1)Armstrong Richard DDirector of the Museum and Foundation (i)
(ii)		 748,740
0 		0
0 		0
0 		13,750
0 		5,743
0 		768,233
0 		0
0
(2)Steglitz Marc HSenior Deputy Director and COO (i)
(ii)		 361,693
0 		0
0 		0
0 		13,750
0 		14,247
0 		389,690
0 		0
0
(3)Austrian Sarah GDep Director General Counsel and Asst Secretary (i)
(ii)		 290,065
0 		0
0 		0
0 		13,750
0 		5,741
0 		309,556
0 		0
 
(4)Rylands PhilipDirector Peggy Guggenheim Collection (i)
(ii)		 311,286
0 		0
0 		0
0 		29,238
0 		107,182
0 		447,706
0 		0
0
(5)Goldhar Eleanor RDep Director and Chief of Global Communications (i)
(ii)		 257,377
0 		0
0 		0
0 		13,750
0 		14,698
0 		285,825
0 		0
0
(6)Spector Nancy EDeputy Director and Chief Curator (i)
(ii)		 221,393
0 		0
0 		0
0 		10,238
0 		14,221
0 		245,852
0 		0
0
(7)Dunn Catherine CarverDeputy Director Advancement (i)
(ii)		 348,193
0 		0
0 		0
0 		0
0 		14,247
0 		362,440
0 		0
0
(8)Vidarte Juan IgnacioDep Director and Chief Officer for Global Strategies (i)
(ii)		 181,460
0 		0
0 		125,658
0 		5,235
0 		0
0 		312,353
0 		0
0
(9)Wielk John LDep Dir, Corporate and Institutional Development (i)
(ii)		 226,740
0 		0
0 		0
0 		12,650
0 		5,718
0 		245,108
0 		0
0
(10)Suchoff MarvinChief Financial Officer (i)
(ii)		 214,912
0 		0
0 		0
0 		0
0 		13,877
0 		228,789
0 		0
0
(11)Wiseman Ari JDeputy Director of SRGF (i)
(ii)		 194,874
0 		0
0 		0
0 		8,269
0 		5,666
0 		208,809
0 		0
0
Schedule J (Form 990) 2012

Schedule J (Form 990) 2012
Page 3
Part III
Supplemental Information
Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.
Identifier Return Reference Explanation
SchJ_P01_S00_L01a Schedule J, Part I, Line 1a The Foundation provided furnished housing for use by the Deputy Director and Chief Officer for Global Strategies, whose primary residence is in Bilbao, Spain, when working in New York City. This housing allowance is included as compensation, and as such, the Foundation has agreed to provide the Deputy Director and Chief Officer for Global Strategies with tax indemnification and gross-up payments.
SchJ_P01_S00_L01b Schedule J, Part I, Line 1b The Foundation provided the Deputy Director and Chief Officer for Global Strategies with furnished housing for use while he was working in New York, as part of his taxable compensation package and as part of the employment letter; and not pursuant to the Foundation's written travel and expense policy.
Schedule J (Form 990) 2012

Additional Data


Software ID: 12000197
Software Version: v1.00
Schedule L
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Transactions with Interested Persons
MediumBullet Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet Attach to Form 990 or Form 990-EZ. MediumBullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
SOLOMON R GUGGENHEIM FOUNDATION
 
Employer identification number

13-5562233
Part I
Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.
1(a) Name of disqualified person (b) Relationship between disqualified person and organization (c) Description of transaction (d) Corrected?
Yes No





2
Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image$
 
3
Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image$
 

Part II
Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22
(a) Name of interested person (b) Relationship with organization (c) Purpose of loan (d) Loan to or from the organization? (e)Original principal amount (f)Balance due (g) In default? (h) Approved by board or committee? (i)Written agreement?
To From Yes No Yes No Yes No
(1) Philip Rylands Director Peggy Guggenheim Collection Housing Assistance   X 215,000 83,871   No Yes   Yes  
Total ......Small Bullet $ 83,871
Part III
Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.
(a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of assistance (d) Type of assistance (e) Purpose of assistance
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 50056A
Schedule L (Form 990 or 990-EZ) 2012
Schedule L (Form 990 or 990-EZ) 2012
Page 2
Part IV
Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.
(a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of transaction (d) Description of transaction (e) Sharing of organization's revenues?
Yes No
(1) Guggenheim Partners LLC
  		Entity of which current trustee is the CEO 587,003 Investment 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
SchL_P04_S00_L00 Schedule L, Part IV Guggenheim Partners, LLC manages two investment vehicles in which the Foundation has invested. The Foundation invests in the one fund without paying any fee, and pays standard fees for the other fund because Guggenheim Partners has a pre-existing agreement with another client under which it has to charge the other investors in the fund including the Foundation.
Schedule L (Form 990 or 990-EZ) 2012

Additional Data


Software ID: 12000197
Software Version: v1.00




SCHEDULE M
(Form 990)

Department of the Treasury
Internal Revenue Service
Noncash Contributions
Right pointing arrow large imageComplete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image Attach to Form 990.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
SOLOMON R GUGGENHEIM FOUNDATION
 
Employer identification number

13-5562233
Part I
Types of Property
(a)
Check if applicable 		(b)
Number of contributions or items contributed 		(c)
Noncash contribution amounts reported on
Form 990, Part VIII, line 1g 		(d)
Method of determining
noncash contribution amounts
1 Art—Works of art .... X 163 0 N/A
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 9 808,313 FMV
10 Securities—Closely held stock .        
11 Securities—Partnership, LLC,
or trust interests .... 		       
12 Securities—Miscellaneous ..        
13 Qualified conservation
contribution—Historic
structures ..... 		       
14 Qualified conservation
contribution—Other ... 		       
15 Real estate—Residential .        
16 Real estate—Commercial ..        
17 Real estate—Other ...        
18 Collectibles .....        
19 Food inventory ...        
20 Drugs and medical supplies .        
21 Taxidermy ......        
22 Historical artifacts ....        
23 Scientific specimens ..        
24 Archeological artifacts ...        
25 Other Right pointing arrow large image ( Gala Auction ) X 6 1,690,500 Auction proceeds
26 Other Right pointing arrow large image ( Food donation ) X 1 52,993 Fair value
27 Other Right pointing arrow large image ( Renovations ) X 1 174,142 Cost
28 Other Right pointing arrow large image ( )
29
Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...
29
2
Yes
No
30a
During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it
must hold for at least three years from the date of the initial contribution, and which is not required to be used
for exempt purposes for the entire holding period? ..................
30a
 
No
b
If "Yes," describe the arrangement in Part II.
31
Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?
31
Yes
 
32a
Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash
contributions? ..........................
32a
Yes
 
b
If "Yes," describe in Part II.
33
If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,
describe in Part II.
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 51227J
Schedule M (Form 990) (2012)
Schedule M (Form 990) (2012)
Page 2
Part II
Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.
Identifier Return Reference Explanation
SchM_P01_S00_L32b Schedule M, Part I, Line 32b Securities contributions are processed by JPMorgan Chase Bank. A 2012 auction of works of art, contributed by artists for the 2012 Guggenheim Benefit Auction, was conducted by Sotheby's.
SchM_P01_S00_L33 Schedule M, Part I, Line 33 In accordance with industry practice, art objects purchased, donated and bequeathed are included in permanently restricted net assets at a value of $1. Contributions for the purchase of collection items, net assets released from restrictions to purchase collection items, the cost of all collection items purchased and the proceeds from deaccessions of art are reported as non-operating items in the statement of activities. The Foundation's policy is to maintain and continue to acquire significant works of 20th and 21st centuries and contemporary art.
Schedule M (Form 990) (2012)
Additional Data


Software ID: 12000197
Software Version: v1.00
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
SOLOMON R GUGGENHEIM FOUNDATION
 
Employer identification number

13-5562233
Identifier Return Reference Explanation
F990_P06_S0A_L01a Form 990, Part VI, Section A, Line 1a The Foundation's by-laws provide that the Executive Committee may exercise all of the powers of the Board during the intervals between meetings of the Board of Trustees, except (1) the power of removing Trustees or officers elected by the Trustees, and (2) the power to fill vacancies which may occur in the Executive Committee. The by-laws also provide that the Executive Committee shall fix the salaries of the Director and any officers that receive compensation. The by-laws further provide that the Executive Committee shall be composed of at least seven and not more than sixteen Trustees including the Chairman, President and Honorary Chairman to the extent such positions are filled. On December 31, 2012, there were 12 Trustee-members of the Executive Committee. There are no non-Trustee members of the Executive Committee.
F990_P06_S0A_L02 Form 990, Part VI, Section A, Line 2 Peter Lawson-Johnston, Peter Lawson-Johnston II and Wendy L-J McNeil, family and business relationships. Mark Walter, Peter Lawson-Johnston, Peter Lawson-Johnston II and Wendy L-J McNeil, business relationship. William Mack and Robert Baker, business relationship. William Mack and Stephen Ross, business relationship. Howard Lutnick has business relationships with David Ganek, Mark Walter, Stephen Ross and William Mack.
F990_P06_S0A_L04 Form 990, Part VI, Section A, Line 4 To streamline the committee structure, the Foundation's Board of Trustees amended the by-laws to eliminate the Capital Campaign Committee and the Strategic Planning Committee. The responsibilities of these two committees were assumed by the Board of Trustees and other committees.
F990_P06_S0B_L11b Form 990, Part VI, Section B, Line 11b The Foundation's Form 990 is prepared with the cooperation of its Finance and Legal departments. It is then reviewed by the Chief Financial Officer, Deputy Director, General Counsel and Assistant Secretary, Senior Deputy Director and Chief Operating Officer. The draft of Form 990 is then distributed to the Audit and Executive Committee members for review. A meeting is held with the Audit and Executive Committees for further review and approval. The Form 990 is then distributed to the Board of Trustees prior to filing.
F990_P06_S0B_L12c Form 990, Part VI, Section B, Line 12c Pursuant to the Conflict of Interest Policy for the Trustees and Officers, Trustees and Officers disclose annually in writing any potential or actual conflicts, and are required to disclose any conflicts that arise during the year. The Governance and Nominating Committee reviews the disclosures together with the Deputy Director, General Counsel and Assistant Secretary. Pursuant to the Code of Ethics, employees complete an annual certification in which they must disclose any transactions or relationships that may give rise to a potential or actual conflict of interest with the organization. In addition, employees considering entering into any such transaction or relationship must obtain approval in advance from either the employee's supervisor or the Ethics Committee, in accordance with the Code of Ethics. The Director of the organization, who is both an officer and an employee, must disclose any transaction or relationship that may give rise to a conflict of interest to the Governance and Nominating Committee of the Board of Trustees. The Deputy Director, General Counsel and Assistant Secretary and Human Resources department review employee disclosures. All new hires are presented with a hard copy of the Code of Ethics, which is also available electronically on the Foundation's intranet. Highlights of the policy are discussed during new hire orientation and examples are given. All new employees are asked to sign a statement attesting to the fact that they have been given a copy of the Code of Ethics, that it has been explained to them, and that they are responsible for adhering to all provisions in the policy document. In addition, semi-annual meetings are held to review the Code of Ethics with current staff.
F990_P06_S0B_L15 Form 990, Part VI, Section B, Line 15 The charter for the Compensation Committee of the Board of Trustees describes the process the Committee uses for determining the base compensation of the Director and other executive staff of the Foundation. The "executive staff" of the Foundation includes all officers and key employees of the Foundation. That process includes: (i) review and approval by the Compensation Committee; (ii) the use of comparative data; and (iii) contemporaneous substantiation of the deliberations and decisions, reflected in the minutes of the Compensation Committee. The Compensation Committee consists entirely of independent Trustees. This process is used to the extent compensation changes are considered for the Director of the Museum and Foundation; the Director of the Peggy Guggenheim Collection; the Senior Deputy Director and Chief Operating Officer; the Deputy Director, General Counsel and Assistant Secretary; the Deputy Director and Chief of Global Communications; the Deputy Director and Chief Curator.
F990_P06_S0B_L16a Form 990, Part VI, Section B, Line 16a The Foundation did not invest in, contribute assets to, or otherwise participate in any joint ventures with taxable entities in the tax year, nor did it invest in, contribute assets to or otherwise participate in any arrangement it believes is similar to a joint venture with a taxable entity. However, given the broad definition of "joint ventures or similar arrangement" in the instructions to this question, the Foundation answered this question "yes" in recognition of the fact that it has entered into contractual relationships with taxable entities which fund mission-related exempt-purpose activities.
F990_P06_S0C_L19 Form 990, Part VI, Section C, Line 19 The Foundation's governing documents, conflict of interest policy for trustees Code of Ethics, and financial statements are available upon a written request or a request made in person.
F990_P07_S0A_L01a Form 990, Part VII, Section A, Line 1a Included in reportable compensation from the organization for Juan Ignacio Vidarte, Deputy Director and Chief Officer for Global Strategies, is a housing allowance of $47,569 and tax gross-up payment of $78,089.
F990_P11_S00_L09 Form 990, Part XI, Line 9 (1) Foreign currency translation $65,637; (2) Net change in postretirement benefit obligation ($40,095)
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: 12000197
Software Version: v1.00
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBulletAttach to Form 990. MediumBullet See separate instructions.

OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
SOLOMON R GUGGENHEIM FOUNDATION
 
Employer identification number

13-5562233
Part I
Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)
(a)
Name, address, and EIN (if applicable) of disregarded entity


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Total income


 		(e)
End-of-year assets


 		(f)
Direct controlling
entity










Part II
Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)
(a)
Name, address, and EIN of related organization


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Exempt Code section


 		(e)
Public charity status
(if section 501(c)(3))

 		(f)
Direct controlling
entity

 		(g)
Section 512(b)(13) controlled entity?
Yes No
(1) Hermitage-Guggenheim Foundation Inc

1071 Fifth Avenue

New York,NY10128
01-0769997 		Ceased operations NY 501 (c)(3) 509 (a)(3) type I N/A
 
No












For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 2
Part III
Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)
(a)
Name, address, and EIN of
related organization



 		(b)
Primary activity




 		(c)
Legal
domicile
(state or foreign
country)


 		(d)
Direct controlling
entity



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

(f)
Share of total income




 		(g)
Share of end-of-year
assets



 		(h)
Disproprtionate allocations?




 		(i)
Code V—UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



 		(k)
Percentage
ownership
Yes No Yes No












Part IV
Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)
(a)
Name, address, and EIN of
related organization
 		(b)
Primary activity
 		(c)
Legal
domicile
(state or foreign
country)
 		(d)
Direct controlling
entity
 		(e)
Type of entity
(C corp, S corp,
or trust) 		(f)
Share of total income
 		(g)
Share of end-of-year
assets
 		(h)
Percentage
ownership
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) Guggenheimcom Inc

1071 Fifth Avenue
New York,NY10128
13-4113745 		Ceased operations DE N/A
 C     55 % Yes  












Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 3
Part V
Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)
Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.
Yes
No
1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?
a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .
1a
 
No
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
 
No
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
 
No
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
 
No
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
 
No
f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
 
No
g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
No
h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
No
i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1k
 
No
l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
 
No
m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1m
 
No
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1n
 
No
o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
 
No
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
 
No
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
 
No
r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
 
No
s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1s
 
No
2
If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.
(a)
Name of other organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved





Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 4
Part VI
Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)
Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.
(a)
Name, address, and EIN of entity 		(b)
Primary activity 		(c)
Legal domicile
(state or foreign
country) 		(d)
Predominant income (related, unrelated, excluded from tax under section 512-514)

(e)
Are all partners
section
501(c)(3)
organizations? 		(f)
Share of total income




 		(g)
Share of
end-of-year
assets 		(h)
Disproprtionate allocations? 		(i)
Code V—UBI
amount in box 20
of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 5
Part VII
Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule R (see instructions).
Identifier Return Reference Explanation
SchR_P02_S00_L00 Schedule R, Part II The Hermitage-Guggenheim Foundation, Inc. ("HGF") was established by the Solomon R. Guggenheim Foundation and the State Hermitage Museum, St. Petersburg, Russia to promote art, architecture, design and education in New York, St. Petersburg, and elsewhere around the world, by engaging in joint projects between two institutions. In 2010, the Board of HGF determined that HGF would no longer seek to fund joint projects with the Solomon R. Guggenheim Foundation and the State Hermitage Museum because those supported organizations did not intend to pursue joint projects within the scope of HGF's mission. On December 16, 2011, HGF's Plan of Dissolution and Distribution of Assets was approved by the Supreme Court of the State of New York, County of New York. In January 2012 HGF's remaining assets were distributed in accordance with the court-approved plan and on January 23, 2013 HGF was dissolved in accordance with the New York law.

Additional Data


Software ID: 12000197
Software Version: v1.00






TY 2012 ReasonableCauseExplanation
Name:
SOLOMON R GUGGENHEIM FOUNDATION
EIN: 13-5562233
Software ID:12000197
Software Version:v1.00
Explanation:
Due to the complexity of the Form 990, SRGF needed more time to compile information necessary to fulfill the filing requirements.