TY 2012 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) Julie Packard........................................................................ Exec Director and Vice Chair	28.0 .......................0.0	X	X	245,104	33,564
(2) Dr Peter S Bing........................................................................ Chairman	1.0 .......................0.0	X	X	0	0
(3) Stephen C Neal........................................................................ Vice Chair	1.0 .......................0.0	X	X	0	0
(4) Susan Ford Dorsey........................................................................ Trustee	1.0 .......................0.0	X		0	0
(5) Susan Orr........................................................................ Trustee	1.0 .......................0.0	X		0	0
(6) James E Canales........................................................................ Trustee	1.0 .......................0.0	X		0	0
(7) Margaret Caldwell........................................................................ Trustee	1.0 .......................0.0	X		0	0
(8) Mark Wan........................................................................ Trustee	1.0 .......................0.0	X		0	0
(9) Pietro Parravano........................................................................ Trustee	1.0 .......................0.0	X		0	0
(10) Michael Mantell........................................................................ Trustee	1.0 .......................0.0	X		0	0
(11) Caroline Getty........................................................................ Trustee	1.0 .......................0.0	X		0	0
(12) Connie Martinez........................................................................ Trustee	1.0 .......................0.0	X		0	0
(13) Chris Scholin........................................................................ Trustee	1.0 .......................0.0	X		0	0
(14) MRC Greenwood........................................................................ Trustee	1.0 .......................0.0	X		0	0
(15) Joan Lane........................................................................ Trustee	1.0 .......................0.0	X		0	0
(16) Samanta Campbell........................................................................ Trustee	1.0 .......................0.0	X		0	0
(17) William Landreth........................................................................ Trustee	1.0 .......................0.0	X		0	0

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(18) Juan Govea........................................................................ Trustee	1.0 .......................0.0	X				0	0	0
(19) James Hekkers........................................................................ Managing Director	40.0 .......................1.0		X			260,797	0	42,853
(20) Barbara Wright........................................................................ Secretary	1.0 .......................0.0		X			0	0	0
(21) Edward E Prohaska........................................................................ Chief Financial Officer	40.0 .......................1.0		X			243,963	0	35,086
(22) Cristina Fekeci........................................................................ Chief Development Offier	40.0 .......................0.0			X		195,097	0	50,247
(23) Cynthia Vernon........................................................................ V.P. Education & Programs	40.0 .......................0.0			X		163,169	0	30,651
(24) Teresa Jeanine Merry........................................................................ V.P. Human Resources	40.0 .......................0.0			X		151,176	0	44,036
(25) Marian Martha Hahn........................................................................ V. P. of Marketing	40.0 .......................0.0			X		150,913	0	23,171
(26) Don Hughes........................................................................ V.P. of Exhibitions	40.0 .......................0.0				X	173,412	0	38,375
(27) Randall Hamilton........................................................................ V. P. of Husbandry	40.0 .......................0.0				X	152,264	0	25,990
(28) Charles Aslanian........................................................................ V. P. of Facility Operations	40.0 .......................0.0				X	140,697	0	43,430
(29) Jim H Westbrook........................................................................ Director of Finance	40.0 .......................1.0				X	149,827	0	22,834
(30) Tama Raye Bistrian........................................................................ Controller & Director of Acctg	40.0 .......................0.0				X	137,321		34,940

(A) Name and business address	(B) Description of services	(C) Compensation
RUDOLPH SLETTEN, 1600 SEAPORT BLVD 350REDWOOD CITYCA94063	CONSTRUCTION	5,117,168
ENGINE COMPANY 1, 451 PACIFIC AVENUESAN FRANCISCOCA94133	MEDIA & SERVICE	2,543,678
ESHRECK HOMSEY DODGE, 500 TREAT AVENUESAN FRANCISCOCA94110	ARCHITECTURE	1,558,707
IMPACTS RESEARCH, 3720 FALCON RIDGE DRIVEMEDINAOH44256	MARKET RESEARCH	1,367,121
COVELL CONSTRUCTION, 102 BENITO AVENUEPACIFIC GROVECA93950	CONSTRUCTION	830,688
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 53

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	295,962	295,962
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	41,100	41,100
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	1,669,823	367,904	1,056,576	245,343
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	23,054,507	20,031,390	2,185,490	837,627
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	2,081,129	1,822,298	180,132	78,699
9	Other employee benefits .......	3,672,544	3,114,126	408,934	149,484
10	Payroll taxes ...........	1,907,120	1,576,064	257,134	73,922
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	216,248	153,755	62,376	117
c	Accounting ...........	199,316	191,537	7,569	210
d	Lobbying ...........	110,624	110,624
e	Professional fundraising services. See Part IV, line 17	281,541			281,541
f	Investment management fees ......	153,532		153,532
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	5,350,532	4,763,998	532,043	54,491
12	Advertising and promotion ....	4,499,086	4,344,631	148,105	6,350
13	Office expenses .......	4,812,410	4,205,003	337,105	270,302
14	Information technology ......	289,513	267,142	11,257	11,114
15	Royalties ..	0
16	Occupancy ...........	1,849,348	1,632,043	211,709	5,596
17	Travel ............	1,539,027	1,355,735	78,746	104,546
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	206,386	167,152	30,689	8,545
20	Interest ...........	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	8,831,120	8,351,240	473,638	6,242
23	Insurance ..............	460,039	442,180	17,376	483
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	MARINE LIFE ACQ./CARE	1,240,999	1,240,999
b	DONATED GOODS	569,473	563,460		6,013
c	MERCHANT FEES	699,576	665,677		33,899
d	LOSS CONTIGENCY FOR NOTE RECEI	197,506		197,506
e	All other expenses	79,571	4,714	74,852	5
25	Total functional expenses. Add lines 1 through 24e	64,308,032	55,708,734	6,424,769	2,174,529
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
	1	Cashnon-interest-bearing .............	19,124,827	1	15,228,828
2	Savings and temporary cash investments .........	0	2	0
3	Pledges and grants receivable, net ...........	19,909,212	3	18,784,080
4	Accounts receivable, net .............	1,688,708	4	1,774,262
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		230,000	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
		0	6	0
7	Notes and loans receivable, net .............	0	7	0
8	Inventories for sale or use ..............	0	8	0
9	Prepaid expenses and deferred charges ..........	551,422	9	593,996
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	248,176,250
b	Less: accumulated depreciation .....	10b	114,647,890	130,128,679	10c	133,528,360
11	Investments—publicly traded securities ..........	0	11	0
12	Investments—other securities. See Part IV, line 11 .....	129,797,814	12	148,078,857
13	Investments—program-related. See Part IV, line 11 .....	0	13	0
14	Intangible assets ...............	0	14	0
15	Other assets. See Part IV, line 11 ...........	687,131	15	608,263
16	Total assets. Add lines 1 through 15 (must equal line 34)......	302,117,793	16	318,596,646
	17	Accounts payable and accrued expenses .........	5,989,766	17	7,288,281
18	Grants payable .................	0	18	0
19	Deferred revenue ................	6,002,803	19	6,425,716
20	Tax-exempt bond liabilities .............	0	20	0
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 ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	283,881	25	178,085
26	Total liabilities. Add lines 17 through 25.........	12,276,450	26	13,892,082
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	255,198,476	27	268,593,790
28	Temporarily restricted net assets ...........	20,321,559	28	20,806,770
29	Permanently restricted net assets ...........	14,321,308	29	15,304,004
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	289,841,343	33	304,704,564
34	Total liabilities and net assets/fund balances ........	302,117,793	34	318,596,646

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

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

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Monterey Bay Aquarium Foundation

Employer identification number

94-2487469

Part I

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

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

11g(i)

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

11g(ii)

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

11g(iii)

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

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


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11	Total support (Add lines 7 through 10).

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

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

Section C. Computation of Public Support Percentage

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

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

16a

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

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

17a

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

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

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	31,383,828	29,244,577	26,601,004	25,494,301	22,938,932	135,662,642
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......	30,564,881	35,048,913	33,755,253	35,412,176	38,309,941	173,091,164
3	Gross receipts from activities that are not an unrelated trade or business under section 513..						0
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...						0
5	The value of services or facilities furnished by a governmental unit to the organization without charge..						0
6	Total. Add lines 1 through 5.	61,948,709	64,293,490	60,356,257	60,906,477	61,248,873	308,753,806
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...	7,156,080	7,010,760	1,266,744	1,252,164	1,187,684	17,873,432
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.	0	0		0		0
c	Add lines 7a and 7b..	7,156,080	7,010,760	1,266,744	1,252,164	1,187,684	17,873,432
8	Public support (Subtract line 7c from line 6.)						290,880,374

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...	61,948,709	64,293,490	60,356,257	60,906,477	61,248,873	308,753,806
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	4,621,089	4,410,388	4,190,912	4,330,416	5,127,121	22,679,926
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.						0
c	Add lines 10a and 10b.	4,621,089	4,410,388	4,190,912	4,330,416	5,127,121	22,679,926
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.	0	0	0	0	0	0
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..	130,145	81,975	170,064	766,657	389,050	1,537,891
13	Total support. (Add lines 9, 10c, 11, and 12.)..	66,699,943	68,785,853	64,717,233	66,003,550	66,765,044	332,971,623

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

Section C. Computation of Public Support Percentage

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

87.359 %

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

79.452 %

Section D. Computation of Investment Income Percentage

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

6.811 %

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

6.474 %

19a

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

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

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

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

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

Facts And Circumstances Test

Explanation
In 2012, the majority of other income was earned from insurance proceeds received due to a casualty and contract work relating to (1) research for the federal government on the Gulf of Mexico oil spill and (2) research on sustainable fisheries related to the seafood watch program.

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

OMB No. 1545-0047

2012

Name of the organization

Monterey Bay Aquarium Foundation

Employer identification number

94-2487469

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

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

Special Rules

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

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

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

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

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

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

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

Page 2

Name of organization Monterey Bay Aquarium Foundation

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

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

Page 3

Name of organization Monterey Bay Aquarium Foundation

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
Monterey Bay Aquarium Foundation

Employer identification number

94-2487469

Part III

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

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

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

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

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

Complete if the organization is described below. SchCMd Bullet

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

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

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

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

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

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

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

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

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

Name of the organization

Monterey Bay Aquarium Foundation

Employer identification number

94-2487469

Part I-A

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

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

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

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

Part I-B

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

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

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

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

Yes No

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

Yes No

If "Yes," describe in Part IV.

Part I-C

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

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

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

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

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

Yes No

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

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

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2012

Page 2

Part II-A

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

A Check SchCMd Bullet

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

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

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(a) Filing organization's totals	(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......	0
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......	124,902
c	Total lobbying expenditures (add lines 1a and 1b) ...................	124,902
d	Other exempt purpose expenditures ........................	64,183,130
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............	64,308,032
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.	1,000,000
	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) .................	250,000
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................		Yes No

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

2a	Lobbying nontaxable amount	1,000,000	1,000,000	1,000,000	1,000,000	4,000,000

b	Lobbying ceiling amount (150% of line 2a, column(e))					6,000,000

c	Total lobbying expenditures	142,964	152,064	230,759	124,902	650,689

d	Grassroots nontaxable amount	250,000	250,000	250,000	250,000	1,000,000

e	Grassroots ceiling amount (150% of line 2d, column (e))					1,500,000

f	Grassroots lobbying expenditures	4,660	11,346	9,736	0	25,742

Schedule C (Form 990 or 990-EZ) 2012

Page 3

Part II-B

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

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

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

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

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

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

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

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

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

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

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

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

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

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

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

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

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

Part IV

Supplemental Information

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

Identifier	Return Reference	Explanation

Schedule C (Form 990 or 990EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Monterey Bay Aquarium Foundation

Employer identification number

94-2487469

Part I

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

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

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


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

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

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

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

Yes No

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

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

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

Yes No

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

Part III

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

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

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

(i)

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

(ii)

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

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

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

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

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

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

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


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

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

Yes No

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

Part V

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

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	78,277,759	77,434,508	75,328,843	74,637,452	65,871,281
b	Contributions ........	1,251,775	1,786,573	1,018,399	165,475	8,766,171
c	Net investment earnings, gains, and losses	1,962,898	-467,240	1,550,640	902,723
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	612,862	476,082	463,374	376,807
f	Administrative expenses ....
g	End of year balance ......	80,879,570	78,277,759	77,434,508	75,328,843	74,637,452

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

Board designated or quasi-endowment SchDMd Bullet

78.200 %

Permanent endowment SchDMd Bullet

18.900 %

Temporarily restricted endowment SchDMd Bullet

2.900 %

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

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

Yes

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

3a(i)

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

3a(ii)

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

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

Part VI

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

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	10,083,878		10,083,878
b	Buildings ................	143,463,982	63,047,320	80,416,662
c	Leasehold improvements ............	1,226,178	1,199,158	27,020
d	Equipment ................	26,394,338	20,133,461	6,260,877
e	Other .................	67,007,874	30,267,951	36,739,923
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				133,528,360

Schedule D (Form 990) 2012

Page 3

Part VII

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

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) EQUITY FUND	87,971,521	F
(B) BOND FUNDS	12,704,194	F
(C) COMMODITIES FUND	2,918,803	F
(D) HEDGE FUNDS	28,949,425	F
(E) US GOVERNMENT MONEY MARKET	725,088	F
(F) PRIVATE CAPITAL FUNDS	14,694,854	F
(G) BROKERAGE ACCOUNT BALANCES	114,972	F


Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	148,078,857

Part VIII

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

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









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

Part IX

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

(a) Description				(b) Book value









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

Part X

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

1.(a) Description of liability		(b) Book value
Federal income taxes		0
GIFT ANNUITY PAYMENT LIABILITY		178,085








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		178,085
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

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
Intended Use of Endowment Funds	Form 990, Schedule D, Part V, Line 4	The earnings of the aquarium's endowment funds support education and conservation programs and the mission of the aquarium. FIN 48 (ASC 740) Footnote Form 990, Schedule D, Part X, Line 2 The Monterey Bay Aquarium Foundation has identified and evaluated its significant tax positions for which the statute of limitations remains open and determined there are no material unrecognized tax benefits or liabilities to be recorded. The open tax years are generally the years ended December 31, 2009 through December 31, 2012 for federal tax purposes and the years ended December 31, 2008 through December 31, 2012 for California tax purposes. Earlier tax years are open to the extent of any net operating losses from unrelated business income carrying forward from those years. There have been no material changes in unrecognized tax positions as of December 31, 2012 and 2011, nor are any material changes anticipated over the twelve months following December 31, 2012.

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

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

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
Monterey Bay Aquarium Foundation

Employer identification number

94-2487469

Part I

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

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

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

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

Yes

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

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

(a) Region		(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in region	(f) Total expenditures for and investments in region
	Sub-Saharan Africa	Program Services	IAC Conference	34,545
	East Asia and the Pacific	Program Services	Int'l Symposiums	17,082
	East Asia and the Pacific	Program Services	Fuktishima Aq. Visit	3,277
	East Asia and the Pacific	Program Services	Tuna Research	12,375
	East Asia and the Pacific	Program Services	Sustainable Seafood	18,245
	North America	Fundraising		4,929
	North America	Program Services	Sustainable Seafood	640
	North America	Program Services	Animal Collecting	9,878
	North America	Program Services	Trade Show	1,228
	North America	Program Services	Graphic Design Review	8,961
	Europe (Including Iceland and Greenland)	Program Services	Conferences	6,110
	Central America and the Caribbean	Program Services	Sustainable Seafood	124
	South America	Program Services	Int'l Symposiums	310




3a	Sub-total .....			117,704
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)			117,704

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

Schedule F (Form 990) 2012

Page 2

Part II

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

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

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

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

Schedule F (Form 990) 2012

Schedule F (Form 990) 2012Page 3

Part III

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

Part III can be duplicated if additional space is needed.

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

Schedule F (Form 990) 2012

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2012

Page 5

Part V

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

Identifier	ReturnReference	Explanation

Schedule F (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

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

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

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
Monterey Bay Aquarium Foundation

Employer identification number

94-2487469

Part I

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

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

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

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

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

Yes

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

(i) Name and address of individual or entity (fundraiser)		(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
			Yes	No
	Charles Feldstein Co 980 N Michigan Suite 1400 Chicago, IL60611	Consulting		No		132,000
	SDA TELESERVICES INC 5757 W Century Blvd 300 Los Angeles, CA90045	Tele- Marketing		No	417,854	146,113	271,741








Total .................					417,854	278,113	271,741

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.

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2012

Page 2

Part II

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

		(a) Event #1 Menlo Park (event type)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	88,655	88,655
2	Less: Contributions . .	74,305	74,305
3	Gross income (line 1 minus line 2) . . .	14,350	14,350
4	Cash prizes . . .
5	Noncash prizes . .	1,641	1,641
6	Rent/facility costs . .
7	Food and beverages .	10,222	10,222
8	Entertainment . . .
9	Other direct expenses .	36,853	36,853
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........		48,716
11	Net income summary. Combine line 3, column (d), and line 10. ..........		-34,366

Part III

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

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

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

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes
	No

	Yes
	No

	Yes
	No

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

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

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

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

YesNo

If "No," explain:

10a

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

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2012

Page 3

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

YesNo

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

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

YesNo

Indicate the percentage of gaming activity operated in:

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

13a

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

13b

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

Name

Address

15a

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

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

YesNo

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

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

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

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

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

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

YesNo

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

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

Part IV

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

Identifier	Return Reference	Explanation
Form 990, Schedule G, Part I, Line 2b		Invoices are reviewed to determine if a component of the fees paid are for a reimbursement of expenses. Of the $278,113 reported in Part I, Question 2b, none was for reimbursed expenses.

Schedule G (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

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

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

Attach to Form 990

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Monterey Bay Aquarium Foundation

Employer identification number
94-2487469

Part I

General Information on Grants and Assistance

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

Yes No

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

Part II

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

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) University of Hawaii 2440 Campus Rd Box 368 Honolulu,HI96822	99-6000354	115	105,650	Hawaii Field and Collecting Research
(2) Stanford University 240 Panama St Stanford,CA94305	94-1156365	115	75,220
(3) CSU Long Beach 6300 E State Univ Dr Long Beach,CA90815	65-6106694	115	22,660
(4) NAAEE 2000 P St NW Ste 540 Washington,DC20036	23-7158061	501(c)(3)	10,000
(5) Flavors of Fort Lauderdale 77 West 24th St New York City,NY10010	45-4171741		10,000
(6) The James Beard Foundation 167 W 12th St New York City,NY10011	13-2752108	501(c)(3)	7,500
(7) SLO County Visitors Bureau 811 El Capitan Way Ste 200 SLO,CA93401	04-3569744	501(c)(3)	6,000
(8) Blue Ocean Film Festival LLC 789 Lighthouse Ave 329 Monterey,CA93490	26-2939758	501(c)(3)	10,000	Sponsorship of Ocean Film Festival

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

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

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

Cat. No. 50055P

Schedule I (Form 990) 2012

Page 2

Part III

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

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) White Shark Reearch	1	25,000
(2) Individual Scholarships	17	16,100

Part IV

Supplemental Information.

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

Identifier	Return Reference	Explanation
Monitoring the Use of Grant Funds	Form 990, Schedule I, Part I, Line 2	The Aquarium requires potential grant recipients to submit formal applications which are reviewed by the program manager and director of finance for consitency with the Aquarium's mission and compliance with the annual budget. Furthermore, the Aquarium requires a written report from the grantee providing detail about how funds were used to accomplish the grant objectives. Reports are reviewed by the program manager as well as the director of finance for compliance with grant conditions.

Schedule I (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

Complete if the organization answered "Yes" 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

Monterey Bay Aquarium Foundation

Employer identification number

94-2487469

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

Yes

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? .......

Yes

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

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

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

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)Julie PackardExec Director and Vice Chair	(i) (ii)	243,697 0	395 0	1,012 0	24,573 0	8,991 0	278,668 0	0 0
(2)James HekkersManaging Director	(i) (ii)	250,178 0	790 0	9,829 0	25,000 0	17,853 0	303,650 0	0 0
(3)Edward E ProhaskaChief Financial Officer	(i) (ii)	241,850 0	790 0	1,323 0	24,543 0	10,543 0	279,049 0	0 0
(4)Cristina FekeciChief Development Offier	(i) (ii)	193,423 0	790 0	884 0	20,564 0	29,683 0	245,344 0	0 0
(5)Cynthia VernonV.P. Education & Programs	(i) (ii)	161,787 0	790 0	592 0	16,450 0	14,201 0	193,820 0	0 0
(6)Teresa Jeanine MerryV.P. Human Resources	(i) (ii)	149,354 0	790 0	1,032 0	15,993 0	28,043 0	195,212 0	0 0
(7)Marian Martha HahnV. P. of Marketing	(i) (ii)	149,942 0	790 0	181 0	15,105 0	8,066 0	174,084 0	0 0
(8)Don HughesV.P. of Exhibitions	(i) (ii)	171,627 0	790 0	995 0	18,047 0	20,328 0	211,787 0	0 0
(9)Randall HamiltonV. P. of Husbandry	(i) (ii)	150,160 0	1,579 0	525 0	15,175 0	10,815 0	178,254 0	0 0
(10)Charles AslanianV. P. of Facility Operations	(i) (ii)	139,388 0	790 0	519 0	15,032 0	28,398 0	184,127 0	0 0
(11)Jim H WestbrookDirector of Finance	(i) (ii)	147,919 0	1,635 0	273 0	14,924 0	7,910 0	172,661 0	0 0
(12)Tama Raye BistrianController & Director of Acctg	(i) (ii)	135,090	1,635	596	13,971	20,969	172,261	0 0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
Form 990, Schedule J, Part I, Line 1a:		Gross-Up Payments and Health Club Dues: As part of the Aquarium's wellness program, all employees (including the listed employees in Part VII, Section A) are eligible to receive a monthly subsidy of $25 for fitness center dues if the employee meets certain wellness program requirements. Since this type of subsidy is considered a taxable fringe benefit, the Aquarium grosses-up these subsidies to cover the employee's taxes. All payments were treated as taxable income on the employee's Form W-2 and reported as compensation on Schedule J, Part II, Column B(III).

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

Noncash Contributions

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

Attach to Form 990.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Monterey Bay Aquarium Foundation

Employer identification number

94-2487469

Part I

Types of Property

	(a) Check if applicable	(b) Number of contributions or items contributed	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining noncash contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .	X	33	110,294	COST/SELLING PRICE
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...	X	10	16,376	OPINION OF EXPERTS
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( MISCELLANEOUS )	X	1	1,250	COST/SELLING PRICE
26 Other ( )
27 Other ( )
28 Other ( )

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

Yes

30a

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

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

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

30a

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

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

Yes

32a

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

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

32a

Yes

If "Yes," describe in Part II.

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

describe in Part II.

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

Cat. No. 51227J

Schedule M (Form 990) (2012)

Page 2

Part II

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

Identifier	Return Reference	Explanation
Form 990, Schedule M, Line 32:		The Aquarium uses investment brokers to accept and liquidate gifts in the form of securities. Form 990, Schedule M, Line 33: The Aquarium collected an additional $563,401 of contributions of food, wine, kitchen equipment, and advertising reported as part of program service revenue on Form 990, Part VIII, Line 2c.

Schedule M (Form 990) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Monterey Bay Aquarium Foundation

Employer identification number

94-2487469

Identifier	Return Reference	Explanation
Form 990, Part I, Line 1 and Form 990, Part III, Line 1		The mission of the Monterey Bay Aquarium is to inspire conservation of the oceans. In 2012 we reached two attendance milestones - 50 million visitors welcomed into the Aquarium since we opened in 1984, and 2 million students hosted for a free school visit. We're proud to say we've educated and entertained generations of visitors about the wonders of the oceans through compelling live exhibits, integrated education programs and productive conservation research projects. Form 990, Part III, Line 4a Marine Life Exhibition and Care Marine life exhibition and care costs of $26,581,599 include the cost of operating and maintaining the Aquarium's living exhibit galleries. We inspire visitors to connect with the oceans through our living exhibits and interactive displays. In spring 2012 we debuted The Jellies Experience, featuring 16 different live species. The exhibit brings to life the magical world of jellies in all its psychedelic glory. This '60s-styled special exhibition, created by our talented exhibit design and development teams, takes visitors into a sensory extravaganza of experiences that highlight the intriguing lives of these unlikely animals - their graceful movements, beautiful symmetry, deceptive fragility and surprising survival skills. The Jellies Experience also features amazing interactive displays unlike any we've ever created before. In one gallery, visitors can manipulate virtual jellies to pulse in a virtual sea; in another, visitors become part of a kaleidoscopic image - their bodies as symmetrical as the jellies around them. Elsewhere, visitors can sketch electronic jellies of their own before launching them into a virtual aquarium populated with other people's creations. And in a gallery where people view fluorescent, bioluminescent and iridescent jellies and corals, they can trigger light shows by simulated jellies with the wave of an arm. Also in 2012, our animal care team and a nurturing weedy sea dragon dad achieved a milestone reached by only four other aquariums in North America: the birth of a brood of sea dragon babies. More than 80 of the inch-long fish - Australian relatives of the seahorse - began hatching on July 22. The father, who carried the eggs in a brood pouch under his tail, delivered the young inside the sea dragon exhibit that's part of The Secret Lives of Seahorses special exhibition. On Valentine's Day we introduced a male otter pup to the public in our sea otter exhibit. Pup 572 was raised by Joy - the 16th pup she's raised as a surrogate mother, her third on exhibit. Usually our exhibit sea otters mentor and mother young and injured animals behind the scenes until we release them back in the wild. We were allowed to raise pup 572 on exhibit because he was deemed non-releasable and was destined for exhibit at another facility, where he was given a name. People could see the pup in person, but also watch his progress via our popular live Otter Cam on our website and through our social media channels - our Tumblr blog and YouTube channel in particular. In June we introduced to the public a new exhibit sea otter - Abby, a 44-pound, 5-year-old female otter, who's on indefinite loan from SeaWorld San Diego. We hope that she will develop into a surrogate mother for wild sea otter pups that are rescued and eventually returned to the wild as part of our sea otter research and conservation program. Sadly, we lost exhibit sea otters Joy, Toola and Mae to old age in 2012. When we lost them, we also lost their valuable skills as surrogate mothers and companions - a cornerstone of our sea otter research and conservation program operations. "Super Mom" Joy was the most prolific of our surrogates, raising a record 16 stranded sea otter pups, many of which were returned to the wild, where they are raising pups of their own. Toola was the first rescued sea otter ever to raise pups that were successfully returned to the wild, and was the inspiration for state legislation that better protects sea otters in California. Mae was the first to raise a pup on exhibit, and in 2010 was the youngster who ushered in a new generation of resident otters in the popular two-story exhibit after the passing of our original exhibit animals. While we still have Rosa and Abby to help raise pups behind the scenes, we needed a few more female sea otters to fill the void. Enter Kit, Gidget and Ivy! They're the newest otters you'll see on exhibit (the refreshed sea otter exhibit reopened in late March 2013), and ones we hope will also join the ranks of our surrogate moms and companion animals to carry on this productive tradition. Read more about our sea otter research below at Form 990, Part III Line 4c Conservation and Research. A new loggerhead sea turtle hatchling in the Open Sea galleries made a splash even before it arrived here in late December. The unusual passenger received the red-carpet treatment flying from North Carolina to California on US Airways. We shared details and pictures of the entire trip on our social media sites, especially Twitter, where feeds from #TravelingTurtle quickly became popular. As the journey took place just before Christmas, many people empathized with travel delays and the desire to just get home for the holidays. Since the turtle eventually will be released back into the wild, our aquarists will take a "hands-off" approach and not hand-feed it or spend more time with it than necessary. The turtle is one of nine on loan to various U.S. zoos and aquariums from the North Carolina Aquarium at Pine Knoll Shores. All of them were rescued from nests on North Carolina beaches - late hatchlings that didn't make it to the water with their nest-mates - and will eventually be returned to the wild. The turtle will stay at the Aquarium for as long as two years before its release back in North Carolina.
Form 990, Part III, Line 4b Education and Outreach		Education and Outreach costs of $10,096,118 include the cost of education programs for both teachers and students, Aquarium Adventure programs to deepen guest experiences, and the Cooking for Solutions event that promotes sustainable seafood practices. In January we marked a notable milestone when we celebrated 2 million students participating in our free education programs. Since opening in 1984, the Aquarium has maintained a central focus on education for schoolchildren, hosting around 80,000 schoolchildren free of charge each year without public subsidies - a program that sets us apart from all other aquariums nationally. Our education programs help students and the adults who influence them discover their connection to the ocean and take the next steps in becoming active and effective ocean conservationists. The programs complement and support school-related education efforts and state science standards. They engage learners of all ages in relevant, hands-on experiences with nature, expand their understanding of fundamental science and ocean conservation issues, develop and exercise critical thinking skills, encourage them to make and act on environmentally conscious decisions and empower them to be role models. Our education programs place equal importance on establishing an initial connection with students by introducing them to the wonders of the ocean, and on nurturing that connection over time as students take on the role of conservation leaders. Programs are structured for multiple grade levels, starting with pre-K students in local Head Start programs, and continuing with elementary, middle and high school students. Through an all-encompassing combination of school programs, teacher professional development, summer, evening and weekend teen programs, and community outreach and partnerships, our education programs empower and inspire students, their families and peers and local communities to learn about and conserve our oceans. A generous grant allowed our Education staff to host a summit series to help teachers reduce single-use plastics in their schools and communities. More than 100 educators attended the series, which focused on the science behind plastics issues, project ideas for the classroom and networking opportunities. We helped teachers learn how to convey the importance of ocean plastic pollution issues to their students, who were then encouraged to create projects in their local communities, such as awareness campaigns about single use plastics, and/or activities at school or in the local community that help reduce their use. We significantly revamped our Shelf to Shore program, which is expected to serve more than 30,000 low-income residents each year. Shelf to Shore is part of a broader outreach program that provides free admission for more than a quarter million adults and children each year, including more than 100,000 students, teachers and chaperones for free education programs; more than 10,000 clients of social service organizations that serve disadvantaged and special-needs populations; and around 30,000 Monterey County residents admitted free of charge during nine Community Days each December. We reached thousands of visitors through customized Aquarium Adventures programs, ranging from behind-the-scenes tours and overnight sleepovers to educational scuba adventures. These programs provide enriching experiences for visitors as well as cherished memories. Our active presence on social media platforms allows visitors to remain connected with us, and us with them, once they leave the aquarium. Our followers tripled in number in 2012, and we ended the year with 543,890 followers across all social media platforms and properties, especially Facebook, Twitter, Tumblr, Google+ and YouTube, and including new outreach via Pinterest, Instagram and a Spanish-language Facebook page called Tu Monterey Bay Aquarium. We're considered one of the social media leaders among zoos and aquariums across the country, not only in the number and engagement with our followers, but also in our innovative approaches to content. In May we hosted our 11th Cooking for Solutions event, which bring together celebrity chefs to prepare gourmet dishes using sustainable seafood and organic ingredients, paired with organic and sustainable wines. Reaching 17,700+ attendees, including environmental and food writers, major seafood buyers and restaurateurs, the multi-day event strengthens the connection between what we eat and the health of the planet. As part of Cooking for Solutions, the 2012 Sustainable Foods Institute featured 30 high-level speakers and panelists, including U.S. Senator Debbie Stabenow, chair of the Senate Agriculture Committee; Deputy Secretary of USDA Kathleen Merrigan; Jim Cannon, Sustainable Fisheries Partnership; Callum Roberts, Ph.D., University of York; Jonathan Foley, Ph.D., University of Minnesota; and Charles Mann, author of the acclaimed books 1491 and 1493. Topics included the impacts of removing forage fish from the ecosystem; the future of aquaculture; food packaging and the waste cycle; the politics of food; and the human health impacts of pesticide exposure. The Institute attracted 43 participating journalists from both print and broadcast media, including representatives from the New York Times, Washington Post, Los Angeles Times, Martha Stewart Living Omnimedia, FORTUNE magazine, The Atlantic online, Food & Environment Reporting Network, National Public Radio and American Public Media/Marketplace. Stories generated by media who have covered past Cooking for Solutions events include more than 100 articles and broadcast segments in national media outlets, as well as blogs. The influential journalists who participate bring a greater awareness about issues relating to sustainable seafood and agriculture to their readers.
Form 990, Part III, Line 4c Conservation and Research		Conservation and Research costs of $5,677,975 represent expenses for marine policy and advocacy efforts, the Seafood Watch program, and field research. The Aquarium's Seafood Watch program works to broaden awareness of the connection between seafood choices and ocean health as it helps consumers and businesses choose seafood that supports environmentally responsible fishing and fish farming practices. Seafood Watch raises consumer awareness through pocket guides, website, mobile applications and outreach efforts. Seafood Watch has always considered accurate and up-to-date science to be at the core of its work and essential to its credibility. Its scientific rigor and collaborations with respected external experts are central to the successes that have made Seafood Watch the most recognized sustainable seafood resource in the U.S. In June we convened a new science advisory board - leading experts recruited to help guide the science behind Seafood Watch. The 15-member advisory board comprises individuals primarily from distinguished marine science programs at top universities, divided between expertise in wild-capture fisheries and aquaculture. We also revised our sustainability assessment criteria and internal research process so seafood reports can be updated more frequently, and are more concise and clearly organized, while maintaining the information essential to each recommendation. The streamlined process has the potential to assess more species of interest, and a new numerical scoring system allows for finer-scale recommendations for seafood buyers, while maintaining the straightforward green-yellow-red "traffic light" rating approach for consumers who rely on popular Seafood Watch pocket guides and smartphone apps. Through the efforts of the Aquarium's Seafood Watch program and the broader sustainable seafood movement, major seafood buyers are embracing the move to sustainable sourcing. Consumer demand, together with a growing understanding of the urgent issues facing the oceans, is encouraging other seafood buyers to seek more ocean-friendly alternatives. We continue to develop a network of Seafood Watch restaurant partners and to work closely with other businesses to create market incentives to encourage demand for sustainable seafood. Cooking Light magazine named Aquarium Executive Director Julie Packard one of its 25th Anniversary "Food Heroes" for her leadership in the sustainable seafood movement through our respected Seafood Watch program. Packard was one of 20 individuals recognized by the magazine for their role in improving the food scene in the United States. The Aquarium's conservation and research programs continue to produce valuable data that furthers the understanding of the wild populations of sea otters, great white sharks and bluefin tuna. This knowledge enhances the Aquarium's effectiveness as an advocate for protection of these key species and their habitats in the wild. Our Sea Otter Research and Conservation program admitted 61 animals in 2012. About 20 percent were pups, including two reared by surrogate mothers (and exhibit animals) and released back to the wild. Four pups were placed at partner aquariums, three of which were also reared by surrogate mothers, including one reared on exhibit. At the end of 2012, a total of 15 pups have been born to Aquarium surrogate-reared females sea otters in the wild - three more than 2011's total. As of the end of 2012, a total of 17 pups have been born to Aquarium surrogate-reared female sea otters in the wild - 5 more than 2011's total. The program continued to see a rise in the number of stranded pups, as well as a significant rise in animal deaths, particularly from shark bites. In continuing our quest to find out why healthy sea otters get sick and die, we joined staff at UC Santa Cruz's Long Marine Lab on a new research study of sea otter metabolism. This non-invasive study involves several live animals - including those under our care that are destined for release to the wild. It began in September and ran several months. Additionally, our staff continued to collect date for collaborative studies on sea otter audiometry; on disease and mortality issues in the populations off Monterey and Big Sur; and on a multidisciplinary, multi-institutional investigation of Northeast Pacific sea otter populations and nearshore ecosystems. Also working with colleagues, we began to develop a new study for long-term monitoring of survival, behavior and reproductive success of sea otters in Elkhorn Slough. Some funds for those critical studies came from the California Sea Otter Fund. In 2012, sea otter aficionados won an important victory - keeping the California Sea Otter Fund on state income tax forms for an additional five years (2012-2017). That year, Californians also made a difference by donating almost $360,000 to sea otter conservation research through the voluntary tax check-off. We encouraged and supported this option, as creation of the fund was inspired by the story of Toola, one of our female exhibit sea otters who lived here for more than a decade and served as a surrogate mother for many stranded pups despite having a seizure disorder cause by a brain parasite. She died in March of natural causes and infirmities of age. In December, the federal government officially ended a 25-year-old "no-otter zone" in southern California waters that was designed to keep the threatened sea otter population from moving back into its historic range. We had advocated for and supported this action for years, and actively worked with colleagues to eliminate any loopholes that would allow fishermen and military to kill a certain number of sea otters accidentally as exemptions. The Aquarium has, from the beginning, been committed to preserving healthy oceans and the protecting ocean wildlife. We've undertaken long-term research programs with several California shark species, including sevengills and great whites. As an advocate for ocean conservation policy initiatives, we were the lead sponsor of legislation to outlaw the shark fin trade in California. (The last legal shark fin will be sold in the state on June 30, 2013.) And we strongly support the Marine Life Protection Act, through which California established a network of marine protected areas along our coast starting five years ago. It's great to see positive public interest about sharks, as evidenced by the fin trade ban and the recent action to consider listing the Northeastern Pacific population of great white sharks under both state and federal Endangered Species Acts. This is a positive sign that attitudes are shifting to recognize sharks' vital contributions to the health of ocean ecosystems. We're supporting both the state and federal process with research data and expertise. What we've learned as part of a broad research consortium of scientists - from Stanford University; UC Davis; California State University Long Beach and other institutions - has generated the scientific data being used to evaluate the status of the white shark population in Pacific waters. We'll continue to provide any data we have, so that the final decision is based on the best available science. While the state process is underway in 2013, we will not collect white sharks for exhibit. It's our hope that, if appropriate, policies to protect California's white sharks will allow for possible exhibit - and eventual release - of young sharks in the future. We know from visitor studies that seeing young sharks at the Aquarium has changed attitudes and left many visitors inspired to help protect white sharks. It's also our hope that that any new protections will allow for continued research that directly contributes to our overall knowledge of the health of the white shark population here and in Baja California. Our collaborative research on adult great white sharks was the focus of Great White Highway, the lead program on Discovery Channel's Shark Week 2012. The hour-long episode followed Aquarium Research Scientist Sal Jorgensen, shark researcher Scot Anderson of PRBO Conservation Science and marine sciences professor Barbara Block of Stanford University's Hopkins Marine Station as they tag and monitor the migratory patterns of adult great whites that congregate around the Farallon Islands in the fall. The trio is familiar with most of the sharks they see in these rough waters, as they can identify them by their dorsal fins (each has a unique pattern from bites or scrapes) and have tagged and studied them for many years.
Form 990, Part III, Line 4c Conservation and Research (Continued)		A good relationship with discovery channel allowed us to premiere great White Highway in our auditorium for members and visitors before the program aired nationally. Sal Jorgensen and Barbara Block attended the screenings to elaborate on their research and answer questions from an enthusiastic audience. Data from 2011-2012 research gave us further insight into the lives of adult great whites in the Northeastern Pacific. Researchers have determined there is some migration between two distinct population groups off Central California and Guadalupe Island, Mexico. Using acoustic tags and receivers deployed at both locations, they have detected the movement of three individuals out of approximately 150 combined sharks tagged (two from California to Mexico, one the other way). This suggests mixing between the groups, although it is very low, and may explain preliminary data showing genetic similarity. The researchers also verified that great white sharks return to Central California hotspots over decades by matching recent fin photos with those dating back to the 1980s. Electronic tags also allow another research team to map critical habitat used by young-of-the-year (under 1 year old) great white sharks in waters off Southern California. In collaboration with other scientists, we placed 6 more tracking tags on young sharks in 2012, bringing the total to 45 sharks tagged since the program began in 2000. Increasingly, our teams use acoustic tags instead of satellite tags on young sharks. The battery life on these tiny tags - which are implanted into the sharks - can last up to nine years. That means we could potentially track the migratory patterns of young great white sharks into adulthood. Currently there is no long-term data about those patterns. Our Tuna Research and Conservation Center team continued to focus on the status of the Pacific bluefin tuna in the Northern Pacific. Prized in Asian markets, extreme fishing pressure on Pacific bluefin stocks has depleted the historic spawning stock biomass population by an alarming 96.4 percent, according to a recent report commissioned by the Working Group for Pacific Bluefin Tuna, of the International Science Committee for the Study of Tunas and Related Species. Even the most optimistic model in the report estimated that the bluefin population fell by 94 percent; the most pessimistic estimated 97.9 percent. Even worse, at least 90 percent of the fish are being caught before they reach sexual maturity, so they have never reproduced. In June 2012 a limit of 10,000 metric tons was imposed as a two-year quota for the Eastern Pacific Ocean. All catches are subject to on-board observers and logbooks. This was adopted for the first time for bluefin tuna fishing in the Eastern Pacific Ocean. At this time there remains no firm management plans in the Western Pacific, despite the fact that decades of science review of fishing mortality has indicated an increase in fishing effort and fishing mortality. Our Pacific bluefin tuna research team has clearly shown that this magnificent fish is being fished heavily in the Eastern Pacific to be used as farm-raised bluefin. This additional fishing pressure is relatively new and only exacerbates the problem for this species. The data collected through our electronic tagging studies directly contributes critical information for development of a sustainable fishery management program. We're learning about the distribution, migratory patterns and habitat use of Pacific bluefin tuna in the Eastern Pacific Ocean, and have already built the largest data-set in the world for these fish - more than 52,000 days of data. Our goal is for the science we conduct to contribute directly to policy changes that will assure the long-term sustainability of these commercially and ecologically important fishes. Since we shifted the focus of our research to Pacific bluefin, we have deployed more than 700 archival tags on the species, for the first time exceeding the total number of tags our team deployed on Atlantic bluefin.
Form 990, Part III, Line 4d Other Program Services		Other program services of $13,353,042 represents the costs of activities to provide a high-quality experience for the 1.8 million people visiting the Aquarium in 2012. Included in this category are costs for marketing, guest services, membership services, as well as costs associated with foodservices and retail. Marketing includes costs associated with the creation, production, and placement of advertising in various media for the purpose of building awareness about the opportunity to connect with marine life and ocean conservation through an Aquarium visit. An allocation of marketing costs is included in management and general expenses to represent the costs associated with soliciting admission revenue. Our 2012 summer advertising campaign won a Gold Crown Award - the highest honor granted by the Digital Screenmedia Association - for the "150 Feet of Awesome" campaign that turned 13 bus shelters in San Francisco into a virtual scuba diving experience. The interactive transit kiosks were part of our "Share the Experience - Share the Love" campaign that also included a virtual floating Aquarium logo in McCovey Cove on TV broadcasts of San Francisco Giants games, sponsorship of the Giants' seventh inning "Kiss Cam," a jellyfish "flash mob" on the streets of San Francisco, as well as billboards, ads in BART stations and trains, and traditional television, radio and online ads. We continued to strengthen our ties to California's growing Hispanic community. Close to 356,000 California Hispanic visitors came to the Aquarium in 2012. We remain top of mind in this demographic, thanks in part to culturally themed weekend promotional events that grant free admission for all children 12 and under, our annual community open house and a culturally relevant advertising campaign. Membership households totaled 63,549 as of December 31, 2012 and membership visits exceeded 400,000 in 2012. In addition to the essential processing and customer service functions, membership services hosts 10 member events each year including a popular Halloween dance party and holiday wine tasting event. Aquairum members also receive Shorelines, the Aquarium's member magazine, which is produced three times annually. Membership services include other efforts to serve, retain and communicate with members. Our overall outreach wouldn't have the impact it does without the dedication of our many volunteers who help clean exhibits, feed animals and make countless other connections that further our mission in compelling and very personal ways. More than 1,290 individuals are currently active volunteers at the Aquarium. Collectively, they donated more than 13,900 hours every month in 2012, for a total of 167,228 hours. Form 990, Part VI, Section A, Line 2 Executive Director and Vice Chair Julie Packard and Trustee Susan Orr are sisters. Christopher Scholin, a Trustee, is the CEO of Monterey Bay Aquarium Research Institute ("MBARI") of which Julie Packard and Susan Orr's spouse are board members, and Barbara Wright, an officer, is a director and officer. Form 990, Part VI, Section A, line 11A: The Form 990 is prepared by Grant Thornton LLP based on audited financial statements and with the assistance of the Aquarium's finance and accounting staff. The final draft of the Form 990 is reviewed by the CFO and the Executive Director. Upon acceptance of the draft by the CFO and Executive Director, the draft Form 990 is reviewed by the Audit Committee of the Board of Trustees in advance of the next Board meeting. Finally the Board receives a copy of the final version of the Form 990 prior to filing. Form 990, Part VI, Section B, Line 12c: The Aquarium regularly and consistently monitors and enforces compliance with its conflict of interest policies. Trustees and officers Conflict of Interest Policy -- The Executive Director's office assures that all disclosures forms (and mitigation plans, if applicable) have been received by January 31 of each year from all trustees and officers, prepares a summary of disclosures, and forwards the completed forms and the summary to the Aquarium's Conflicts Review Panel, consisting of the Executive Director, Legal Counsel, V.P. of Human Resources, and Chief Financial Officer (CFO). Trustees and officers also acknowledge receipt and understanding of the Aquarium's COI Policy in conjunction with providing the annual disclosures. Following review by the Panel, the Panel's findings and the disclosures are provided to the Board's Audit Committee, which reviews the disclosures and makes a report to the Board at its March Board meeting. Both the Panel and the Audit Committee annually evaluate the effectiveness of the process. The CFO assures appropriate reporting to the external auditors and tax filings preparer. Trustees and officers have a continuing duty to make additional disclosures throughout the year if warranted. Employees Code of Ethical Conduct Policy -- The V.P. of Human Resources forwards the Code, which includes a section on conflicts of interest, to all managers in early January each year, and assures that each manager responds that they have read it and are in compliance by January 31. Managers are also required to disclose any interests which could give rise to conflict, and to assure that any staff in their areas with interests which could give rise to conflict has done the same. Disclosures (and mitigation plans, if applicable) are reviewed by the Executive Director, V.P. of Human Resources and CFO by March. This team also evaluates the effectiveness of the process. The CFO assures appropriate reporting to the external auditors and tax filings preparer. Employees have a continuing duty to make additional disclosures throughout the year if warranted. Form 990, Part VI, Section B, Line 15: The Board of Trustees maintains a performance evaluation process for the Chief Executive Officer, referred to as the Executive Director, who is a member of the Board. The Board's Executive Compensation Committee, comprised of independent directors, reviews the CEO's performance with input from the other Board members, and recommends the compensation of the CEO to the Board. The Committee obtains and reviews market survey data from several independent organizations (in 2012 the data sources included five survey sources: a custom survey and four national and regional surveys) containing data for comparable positions at comparable organizations. The Committee provides the performance review and comparable salary information to the Board and recommends the CEO's compensation. Based upon the performance review and comparable salary information, the independent members of the Board determine that the compensation is fair, just and reasonable and then approves total compensation for the CEO. The Board delegates to the Executive Compensation Committee the performance review and compensation approval of the Chief Financial Officer, who is not a member of the Board, and any other Officers or senior staff who are highly compensated. Based upon the performance review and comparable salary information, the Committee determines that the compensation is fair, just and reasonable and approves total compensation for the CFO and all other key employees. In each case, the review and approval is contemporaneously documented in the minutes of the Committee and the Board, respectively. Form 990, Part VI, Section C, Line 19: The Aquarium makes its audited financial statements and Form 990 for the most recent three years available to the public by posting on its website. The conflicts of interest policy and governing documents are provided upon request within two business days.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Monterey Bay Aquarium Foundation

Employer identification number

94-2487469

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?
(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	Yes	No
(1) Monterey Bay Aquarium Support Services 99 Pacific Street Monterey,CA93940 77-0569564	Property Mgmt	CA	501(c)(3)	11a	MBAF	Yes

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

Cat. No. 50135Y

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	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(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	Yes	No

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

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

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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
(1) Monterey Bay Aquarium Support Services	q	10,920

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)	(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 VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

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

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: The Mission of the Monterey Bay Aquarium is to inspire conservation of the oceans. (See schedule O for further detail)
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	18
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	17
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	604
6	Total number of volunteers (estimate if necessary) .............	6	1,219
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	25,494,301	22,938,932
9	Program service revenue (Part VIII, line 2g) .........	35,389,480	38,309,941
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	-988,330	3,668,039
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	1,939,611	1,335,437
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	61,835,062	66,252,349
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	504,801	337,062
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)	29,919,692	32,385,123
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	241,208	281,541
b	Total fundraising expenses (Part IX, column (D), line 25) 2,174,529
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	32,346,439	31,304,306
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	63,012,140	64,308,032
19	Revenue less expenses. Subtract line 18 from line 12.......	-1,177,078	1,944,317
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	302,117,793	318,596,646
21	Total liabilities (Part X, line 26).............	12,276,450	13,892,082
22	Net assets or fund balances. Subtract line 21 from line 20.....	289,841,343	304,704,564

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 26,581,599 including grants of $ 18,800 ) (Revenue $ 35,710,171 )
	MARINE LIFE EXHIBITION AND CARE - SEE SCHEDULE O

4b	(Code: ) (Expenses $ 10,096,118 including grants of $ 47,130 ) (Revenue $ 1,990,360 )
	EDUCATION AND OUTREACH - SEE SCHEDULE O

4c	(Code: ) (Expenses $ 5,677,975 including grants of $ 235,330 ) (Revenue $ 76,187 )
	CONSERVATION AND RESEARCH - SEE SCHEDULE O

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 13,353,042 including grants of $ 35,802 ) (Revenue $ -706,182 )
4e	Total program service expenses55,708,734

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,163,740	0	425,177

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b		9,392,538
c	Fundraising events....1c		74,305
d	Related organizations...1d
e	Government grants (contributions)1e		496,146

f	All other contributions, gifts, grants, and similar amounts not included above1f		12,975,943

g	Noncash contributions included in lines 1a-1f:$		127,920
h	Total. Add lines 1a-1f.......			22,938,932
			Business Code
2a	ADMISSION FEES		611600	36,012,528	36,012,528
b	OTHER PROGRAM REVENUE		900099	1,987,360	1,987,360
c	FOOD SERVICE		722320	310,053	310,053
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			38,309,941
3	Investment income (including dividends, interest, and other similar amounts).......			1,605,970			1,605,970
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			4,891	4,891
		(i) Real	(ii) Personal
6a	Gross rents	3,381,260	135,000
b	Less: rental expenses	907,052
c	Rental income or (loss)	2,474,208	135,000
d	Net rental income or (loss).......			2,609,208			2,609,208
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	115,054,372
b	Less: cost or other basis and sales expenses	112,992,303
c	Gain or (loss)	2,062,069
d	Net gain or (loss)..........			2,062,069			2,062,069
8a	Gross income from fundraising events (not including $ 74,305 of contributions reported on line 1c). See Part IV, line 18 ..
	a		14,350
b	Less: direct expenses ...b		48,716
c	Net income or (loss) from fundraising events..			-34,366			-34,366
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	FEDERAL CONTRACT REVENUE		541700	43,845	43,845
b	LOSS ON FIXED ASSET DISPOSAL		900099	-1,633,346	-1,633,346
c	INSURANCE PROCEEDS		900099	113,527	113,527
d	All other revenue ....			231,678	231,678
e	Total. Add lines 11a–11d ......			-1,244,296
12	Total revenue. See Instructions......			66,252,349	37,070,536		6,242,881


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			19,124,827	1	15,228,828
2	Savings and temporary cash investments .........			0	2	0
3	Pledges and grants receivable, net ...........			19,909,212	3	18,784,080
4	Accounts receivable, net .............			1,688,708	4	1,774,262
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				230,000	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ..........			551,422	9	593,996
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	248,176,250
b	Less: accumulated depreciation .....	10b	114,647,890	130,128,679	10c	133,528,360
11	Investments—publicly traded securities ..........			0	11	0
12	Investments—other securities. See Part IV, line 11 .....			129,797,814	12	148,078,857
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			687,131	15	608,263
16	Total assets. Add lines 1 through 15 (must equal line 34)......			302,117,793	16	318,596,646
17	Accounts payable and accrued expenses .........			5,989,766	17	7,288,281
18	Grants payable .................			0	18	0
19	Deferred revenue ................			6,002,803	19	6,425,716
20	Tax-exempt bond liabilities .............			0	20	0
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 ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			283,881	25	178,085
26	Total liabilities. Add lines 17 through 25.........			12,276,450	26	13,892,082
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			255,198,476	27	268,593,790
28	Temporarily restricted net assets ...........			20,321,559	28	20,806,770
29	Permanently restricted net assets ...........			14,321,308	29	15,304,004
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			289,841,343	33	304,704,564
34	Total liabilities and net assets/fund balances ........			302,117,793	34	318,596,646

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