TY 2012 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

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

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

OMB No. 1545-0047

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 07-01-2012 , 2012, and ending 06-30-2013

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

CName of organization
Los Angeles Opera Company

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
135 North Grand Avenue
Suite

Room/suite

City or town, state or country, and ZIP + 4
Los Angeles, CA90012

D Employer identification number

95-2096402

E Telephone number

G Gross receipts $ 53,745,312

F Name and address of principal officer:
FAITH RAIGUEL
135 n grand avenue
los angeles,CA900123013

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

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

Website:

laopera.org

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

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

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1983

M State of legal domicile: CA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: THE LOS ANGELES OPERA COMPANY (LA OPERA) IS A NON-PROFIT, TAX-EXEMPT ENTITY ORGANIZED TO PROVIDE ALL PERSONS AN OPPORTUNITY TO COLLECTIVELY EXPERIENCE THE RICH EMOTIONAL AND CULTURAL EXPERIENCE OF OPERA.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	84
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	68
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	862
6	Total number of volunteers (estimate if necessary) .............	6	256
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

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	22,377,871	38,789,374
9	Program service revenue (Part VIII, line 2g) .........	11,066,497	12,954,757
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	358,653	1,291,030
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	-461,613	-160,592
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	33,341,408	52,874,569
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	21,786,362	24,136,749
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	127,364	130,022
b	Total fundraising expenses (Part IX, column (D), line 25) 2,489,566
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	13,184,687	13,429,193
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	35,098,413	37,695,964
19	Revenue less expenses. Subtract line 18 from line 12.......	-1,757,005	15,178,605
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	52,921,026	62,626,099
21	Total liabilities (Part X, line 26).............	33,441,330	27,798,027
22	Net assets or fund balances. Subtract line 21 from line 20.....	19,479,696	34,828,072

Part II

Signature Block

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

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

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

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

Page 2

Part III

Statement of Program Service Accomplishments

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

Briefly describe the organization’s mission: WE ENVISION AN ENGAGED AND ENLIGHTENED COMMUNITY IN WHICH ALL MEMBERS HAVE THE OPPORTUNITY TO COLLECTIVELY ENJOY THE RICH AESTHETIC, EMOTIONAL, INTELLECTUAL AND CULTURAL EXPERIENCE OF OPERA. CONTINUED SCHEDULE O

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

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

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

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


4a	(Code: ) (Expenses $ 28,001,282 including grants of $ 0 ) (Revenue $ 11,954,944 )
	OPERA SEASON DURING THE 2012-13 SEASON, THE COMPANY PRODUCED SIX OPERAS WITH 37 PERFORMANCES FOR OVER 95,000 PEOPLE, INCLUDING 46,000 WHO ATTENDED PRESHOW EDUCATIONAL LECTURES. IN ADDITION, THE COMPANY PRESENTED A CONCERT OF ZARZUELA AND LATIN AMERICAN MUSIC SUNG BY PLACIDO DOMINGO AND OTHER ARTISTS.

4b	(Code: ) (Expenses $ 2,775,711 including grants of $ 0 ) (Revenue $ 920,885 )
	OTHER ARTISTIC PROGRAMS THE ORGANIZATION PRESENTS OPERA IN A VARIETY OF MEDIA AND AT A VARIETY OF LOCATIONS TO EXPAND AND ENGAGE THE OPERA AUDIENCE, AND PROMOTE THE ART FORM. THESE ACTIVITIES INCLUDE THE "OFF GRAND INITIATIVE," "YOUNG ARTISTS PROGRAM," A COMMUNITY OPERA AT OUR LADY OF ANGELS CATHEDRAL AND A RADIO BROADCAST SERIES. CONTINUED SCHEDULE O

4c	(Code: ) (Expenses $ 1,115,550 including grants of $ 0 ) (Revenue $ 78,928 )
	EDUCATION AND COMMUNITY OUTREACH EDUCATION AND COMMUNITY ENGAGEMENT PROGRAMS PROVIDED OVER 27 ARTS EDUCATION AND COMMUNITY OPERA PROGRAMS TO OVER 123,000 YOUNG CHILDREN, STUDENTS, FAMILIES AND SENIOR CITIZENS ACROSS THE LOS ANGELES REGION. LA OPERA PARTNERS WITH SCHOOLS, LIBRARIES, SENIOR CENTERS, HOSPITALS, COMMUNITY CENTERS, AND OTHER CULTURAL INSTITUTIONS TO BRING OPERA TO A DIVERSE AUDIENCE IN LOS ANGELES.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses31,892,543

Form 990 (2012)

Page 3

Part IV

Checklist of Required Schedules

Yes

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

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

Yes

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

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part III............................

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

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

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

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

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

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

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

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

......

Yes

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI. Click to see attachment

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

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII Click to see attachment

.......

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX Click to see attachment

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

11d

Yes

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

11e

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X Click to see attachment

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

11f

Yes

12a

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

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

12a

Yes

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

12b

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

14a

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

14a

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

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV...

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

Yes

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

Yes

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

20a

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

20a

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

20b

Form 990 (2012)

Page 4

Part IV

Checklist of Required Schedules (continued)

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

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

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

Yes

24a

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

24a

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

24b

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

24c

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

24d

25a

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

25a

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

25b

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

Yes

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

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

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

28a

Yes

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

28b

Yes

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

28c

Yes

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

Yes

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

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................

35a

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

35a

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

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2.............

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

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

Yes

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

152

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

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

Yes

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

862

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

Yes

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

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

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

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

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

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

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

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

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

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

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

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

Yes

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

Yes

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

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

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

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

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

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

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

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

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

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

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

10a

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

10b

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

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

11a

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

11b

12a

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

12a

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

12b

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

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

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

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

13c

14a

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

14a

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

14b

Form 990 (2012)

Page 6

Part VI

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

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

Section A. Governing Body and Management

Yes

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

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

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

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

Yes

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

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

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

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

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

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

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

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

Yes

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

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

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

10a

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

10b

11a

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

11a

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

12a

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

12a

Yes

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

12b

Yes

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

12c

Yes

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

Yes

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

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

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

15a

Yes

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

15b

Yes

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

16a

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

16a

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

16b

Section C. Disclosure

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

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

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

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

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

FAITH RAIGUEL135 N GRAND AVENUELOS ANGELESCA900123013 (213) 972-7219

Form 990 (2012)

Page 7

Part VII

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

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

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

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

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

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

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

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

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

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) MARC I STERN........................................................................ CHAIRMAN	10.0 .......................0.0	X	X	0	0	0
(2) CAROL F HENRY........................................................................ CHAIRMAN OF EXECUTIVE COMMITTE	10.0 .......................0.0	X	X	0	0	0
(3) BERNARD A GREENBERG........................................................................ VICE CHAIRMAN	5.0 .......................0.0	X	X	0	0	0
(4) WARNER W HENRY........................................................................ VICE CHAIRMAN	5.0 .......................0.0	X	X	0	0	0
(5) SEBASTIAN PAUL MUSCO........................................................................ VICE CHAIRMAN	5.0 .......................0.0	X	X	0	0	0
(6) MILAN PANIC........................................................................ VICE CHAIRMAN	5.0 .......................0.0	X	X	0	0	0
(7) MARILYN ZIERING........................................................................ VICE CHAIRMAN	5.0 .......................0.0	X	X	0	0	0
(8) ROBERT RONUS........................................................................ TREASURER	5.0 .......................0.0	X	X	0	0	0
(9) MARVIN S SHAPIRO........................................................................ SECRETARY	5.0 .......................0.0	X	X	0	0	0
(10) AMBASSADOR FRANK E BAXTER........................................................................ DIRECTOR	2.0 .......................0.0	X		0	0	0
(11) ALEX K BOUZARI........................................................................ DIRECTOR	2.0 .......................0.0	X		0	0	0
(12) LESLIE A DORMAN........................................................................ DIRECTOR	2.0 .......................0.0	X		0	0	0
(13) MARY HAYLEY........................................................................ DIRECTOR	2.0 .......................0.0	X		0	0	0
(14) LAWRENCE A KERN........................................................................ DIRECTOR	2.0 .......................0.0	X		0	0	0
(15) MILTON T OKUN........................................................................ DIRECTOR	2.0 .......................0.0	X		0	0	0
(16) HAROLD B RAY........................................................................ DIRECTOR	2.0 .......................0.0	X		0	0	0
(17) BARRY A SANDERS........................................................................ DIRECTOR	2.0 .......................0.0	X		0	0	0

Form 990 (2012)

Page 8

Part VII

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

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) R CARLTON SEAVER........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(19) EUGENE P STEIN........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(20) PAUL D TOSETTI........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(21) GERALDINE ALDEN PHD........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(22) MARVIN ANTONOWSKY........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(23) JAMES R ASPERGER........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(24) HAIG S BAGERDJIAN........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(25) JILL C BALDAUF........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(26) MOSHE BARKAT........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(27) DAVID N BARRY........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(28) DR GERALD BERKE........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(29) JOYCE BLACK........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(30) PAUL BLOCH........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(31) LINDA T BRITTAN........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(32) SIOBHAN MCBREEN BURKE........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(33) JOYCE CHERNICK........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(34) EDWARD E CLARK........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(35) WALTER J CONN........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(36) MARK H DALZELL........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(37) MARI L DANIHEL........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(38) KELLY DAY........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(39) GEOFF EMERY........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(40) DON ERIK FRANZEN........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(41) GERRI LEE FRYE........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(42) ALEXANDER FURLOTTI........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(43) CRAIG GARNER........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(44) RUTH R GOLD........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(45) BRINDELL ROBERTS GOTTLIEB........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(46) THOMAS GOTTSCHALK........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(47) DIANE GRAY........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(48) PETER GRAY........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(49) HANY HADDAD........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(50) CATHERINE H HELM........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(51) MRS JOHN F HOTCHKIS........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(52) TIM C JOHNSON........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(53) RICHARD JONES........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(54) DR HAROLD L KARPMAN........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(55) GREGORY KEEVER........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(56) THOMAS F KRANZ........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(57) ROBERT KUPPENHEIMER........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(58) EDWARD A LANDRY........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(59) JENNIFER TROCHEZ MACLEAN........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(60) CLAUDE MANN........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(61) CATHERINE MARCUS........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(62) BRYAN MOELLER........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(63) CARLOS A MOLLURA........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(64) DR STEVEN NAGELBERG........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(65) ARMIN M SADOFF MD........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(66) FRED C SANDS........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(67) E RANDOL SCHOENBERG........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(68) LISA SEE........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(69) JOAN SEIDEL........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(70) DR CHESTER SEMEL........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(71) MARILYN SHAPIRO........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(72) ERIC L SMALL........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(73) JAMES THURMOND SMITHGALL........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(74) MRS DOROTHY B STRAUS........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(75) DR JAMES H STRAUSS........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(76) BARBARA AUGUSTA TEICHERT........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(77) SANDRA W TERNER........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(78) BRIGITTA B TROY........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(79) ALYCE WILLIAMSON........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(80) ELLEN ZETCHER........................................................................ DIRECTOR	2.0 .......................0.0	X				0	0	0
(81) PLACIDO DOMINGOsee sch J........................................................................ Director, Gen Dir, performer	20.0 .......................0.0	X				989,434	0	0
(82) JAMES CONLONsee sch J........................................................................ Ex-officio Dir,Music Dir,Prfmr	20.0 .......................0.0	X				1,113,211	0	78,019
(83) STEPHEN D ROUNTREE........................................................................ EX.OFFICIO DIR,CEO(to 9/15/12)	20.0 .......................0.0	X	X			153,462	0	4,000
(84) CHRISTOPHER KOELSCH........................................................................ EX. OFFICIO DIR, PRES & CEO	40.0 .......................0.0	X	X			291,182	0	9,300
(85) FAITH RAIGUEL........................................................................ VICE PRESIDENT, CFO	40.0 .......................0.0		X			232,782	0	14,372
(86) JOHN NUCKOLS........................................................................ VICE PRESIDENT, ADVANCEMENT	40.0 .......................0.0			X		244,708	0	4,891
(87) DIANE RHODES BERGMAN........................................................................ VICE PRESIDENT,MKTG & COMM	40.0 .......................0.0			X		154,613	0	11,783
(88) GRANT GERSHON........................................................................ RESIDENT CONDUCTOR	25.0 .......................0.0				X	171,508	0	2,462
(89) JODY HORWITZ........................................................................ DIRECTOR OF HR & LR	40.0 .......................0.0				X	164,186	0	7,637
(90) RUPERT HEMMINGS........................................................................ SENIOR DIRECTOR, PRODUCTION	40.0 .......................0.0				X	162,776	0	13,471
(91) HAROLD E CONROY........................................................................ STAGEHAND	40.0 .......................0.0				X	157,517	0	34,579
(92) PATRICIA MCLEOD........................................................................ SENIOR DIRECTOR, DEVELOPMENT	40.0 .......................0.0				X	150,763	0	13,271

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	3,986,142	0	193,785

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

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........

Section B. Independent Contractors

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

(A) Name and business address	(B) Description of services	(C) Compensation
PAUL H LIPPE INC, 233 12TH STREETSANTA MONICACA90402	Int'l shipping CNSLT	164,403
LEVI ESTATES LLC, 5777 W PICO BLVDLOS ANGELESCA90019	PROPERTY RENTAL FEES	107,127
SOILE ISOKOSKI, PERTTULANTIE 8 A 1600210 HELSINKI0FI	artist fees	104,150


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 3

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

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

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c		1,544,927
d	Related organizations...1d
e	Government grants (contributions)1e		296,300

f	All other contributions, gifts, grants, and similar amounts not included above1f		36,948,147

g	Noncash contributions included in lines 1a-1f:$		341,110
h	Total. Add lines 1a-1f.......			38,789,374
			Business Code
2a	TICKET SALES AND FEES		711190	11,954,944	11,954,944
b	CO-PRODUCTION & PRODUCTION RENTAL		711190	785,246	785,246
c	OUTREACH INCOME		611710	78,928	78,928
d	OFF-GRAND PROJECT		711190	135,357	135,357
e	MERCHANDISE		900099	282	282
f	All other program service revenue .
g	Total. Add lines 2a–2f........			12,954,757
3	Investment income (including dividends, interest, and other similar amounts).......			1,275,622			1,275,622
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			1,850			1,850
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	391,898	18,775
b	Less: cost or other basis and sales expenses	395,265
c	Gain or (loss)	-3,367	18,775
d	Net gain or (loss)..........			15,408			15,408
8a	Gross income from fundraising events (not including $ 1,544,927 of contributions reported on line 1c). See Part IV, line 18 ..
	a		215,446
b	Less: direct expenses ...b		475,478
c	Net income or (loss) from fundraising events..			-260,032			-260,032
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	OTHER INCOME		900099	3,686			3,686
b	WORKERS COMPENSATION REBATE		900099	93,904			93,904
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			97,590
12	Total revenue. See Instructions......			52,874,569	12,954,757		1,130,438

Form 990 (2012)

Page 10

Part IX

Statement of Functional Expenses

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

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
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 ....	3,249,518	2,691,581	302,896	255,041
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	16,272,728	14,267,431	844,817	1,160,480
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	195,037	172,131	9,726	13,180
9	Other employee benefits .......	2,800,798	2,648,899	68,692	83,207
10	Payroll taxes ...........	1,618,668	1,431,476	83,157	104,035
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	50,000		50,000
c	Accounting ...........	144,827		144,827
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	130,022			130,022
f	Investment management fees ......	62,568		62,568
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	3,612,131	3,612,131
12	Advertising and promotion ....	1,402,023	1,300,614	7,800	93,609
13	Office expenses .......	464,691	301,552	90,466	72,673
14	Information technology ......	159,490	26,480	130,720	2,290
15	Royalties ..	38,986	38,986
16	Occupancy ...........	1,695,790	1,458,883	234,158	2,749
17	Travel ............	777,088	643,339	107,195	26,554
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	7,298	5,858	895	545
20	Interest ...........	511,259		511,259
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	379,094	280,581	98,513
23	Insurance ..............	199,605		199,605
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	PHYSICAL PRODUCTION COSTS	2,103,557	2,102,112		1,445
b	SPECIAL PROGRAMS	630,881	201,706	45,390	383,785
c	CONSULTING FEES	534,996	346,931	114,621	73,444
d	CREDIT CARD DISCOUNTS	426,877	343,225	1,804	81,848
e	All other expenses	228,032	18,627	204,746	4,659
25	Total functional expenses. Add lines 1 through 24e	37,695,964	31,892,543	3,313,855	2,489,566
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			540,350	1	725,319
2	Savings and temporary cash investments .........			3,324,162	2	10,120
3	Pledges and grants receivable, net ...........			24,000,069	3	35,884,752
4	Accounts receivable, net .............			187,928	4	233,558
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ..........			1,709,744	9	1,949,088
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	8,763,963
b	Less: accumulated depreciation .....	10b	8,067,155	1,024,431	10c	696,808
11	Investments—publicly traded securities ..........			51,280	11	491
12	Investments—other securities. See Part IV, line 11 .....			11,363,352	12	12,216,859
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 ...........			10,719,710	15	10,909,104
16	Total assets. Add lines 1 through 15 (must equal line 34)......			52,921,026	16	62,626,099
17	Accounts payable and accrued expenses .........			4,011,861	17	4,290,058
18	Grants payable .................			0	18	0
19	Deferred revenue ................			7,229,469	19	7,819,271
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..........			6,200,000	22	9,188,698
23	Secured mortgages and notes payable to unrelated third parties ..			6,000,000	23	4,500,000
24	Unsecured notes and loans payable to unrelated third parties ....			10,000,000	24	2,000,000
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....................			0	25	0
26	Total liabilities. Add lines 17 through 25.........			33,441,330	26	27,798,027
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			-21,690,651	27	-20,333,469
28	Temporarily restricted net assets ...........			11,624,169	28	23,030,431
29	Permanently restricted net assets ...........			29,546,178	29	32,131,110
	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 ...........			19,479,696	33	34,828,072
34	Total liabilities and net assets/fund balances ........			52,921,026	34	62,626,099

Form 990 (2012)

Page 12

Part XI

Reconcilliation of Net Assets

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

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

52,874,569

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

37,695,964

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

15,178,605

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

19,479,696

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

29,577

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

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

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

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

140,194

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

34,828,072

Part XII

Financial Statements and Reporting

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

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

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

Separate basis Consolidated basis Both consolidated and separate basis

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

Yes

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

Separate basis Consolidated basis Both consolidated and separate basis

If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

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

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

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

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Los Angeles Opera Company

Employer identification number

95-2096402

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.") .	34,054,679	41,170,929	29,582,773	22,377,871	38,789,374	165,975,626
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......	19,693,551	12,624,194	11,690,095	11,066,497	12,954,757	68,029,094
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.	53,748,230	53,795,123	41,272,868	33,444,368	51,744,131	234,004,720
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...	5,051,040	11,700,050	20,831,267	23,419,819	31,809,698	92,811,874
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
c	Add lines 7a and 7b..	5,051,040	11,700,050	20,831,267	23,419,819	31,809,698	92,811,874
8	Public support (Subtract line 7c from line 6.)						141,192,846

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...	53,748,230	53,795,123	41,272,868	33,444,368	51,744,131	234,004,720
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	24,565	104,453	340,500	616,451	1,277,472	2,363,441
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.						0
c	Add lines 10a and 10b.	24,565	104,453	340,500	616,451	1,277,472	2,363,441
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.						0
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..	445,919	321,408	153,055	186,996	313,036	1,420,414
13	Total support. (Add lines 9, 10c, 11, and 12.)..	54,218,714	54,220,984	41,766,423	34,247,815	53,334,639	237,788,575

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)) .........

59.378 %

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

68.610 %

Section D. Computation of Investment Income Percentage

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

0.994 %

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

0.562 %

19a

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

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

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

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

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

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

OMB No. 1545-0047

2012

Name of the organization

Los Angeles Opera Company

Employer identification number

95-2096402

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 Los Angeles Opera Company

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 Los Angeles Opera Company

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
Los Angeles Opera Company

Employer identification number

95-2096402

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 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

Los Angeles Opera Company

Employer identification number

95-2096402

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 ....	11,363,352	12,488,289	11,110,558	10,418,993	13,611,688
b	Contributions ........	197,000	65,000	17,500	15,900	16,030
c	Net investment earnings, gains, and losses	1,154,124	-668,431	1,941,477	1,265,929	-2,781,074
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	497,617	521,506	581,246	590,264	427,651
f	Administrative expenses ....
g	End of year balance ......	12,216,859	11,363,352	12,488,289	11,110,558	10,418,993

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

Board designated or quasi-endowment SchDMd Bullet

0 %

Permanent endowment SchDMd Bullet

100.000 %

Temporarily restricted endowment SchDMd Bullet

0 %

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)

Yes

(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 .................
b	Buildings ................
c	Leasehold improvements ............	967,297	956,963	10,334
d	Equipment ................	7,405,203	6,718,729	686,474
e	Other .................	391,463	391,463	0
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				696,808

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) MUSIC CTR FDTN UNITIZED INV PL	12,216,859	F








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	12,216,859

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
(1) BENEFICIAL INTEREST IN TRUST				10,833,478
(2) DEPOSITS				67,000
(3) FABRIC INVENTORY				8,626






Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				10,909,104

Part X

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

1.(a) Description of liability		(b) Book value
Federal income taxes		0









Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		0
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	53,547,402
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	29,577
b	Donated services and use of facilities .........	2b	403,131
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	317,574
e	Add lines 2a through 2d .....................			2e	750,282
3	Subtract line 2e from line 1.....................			3	52,797,120
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	62,568
b	Other (Describe in Part XIII.) ...........	4b	14,881
c	Add lines 4a and 4b.......................			4c	77,449
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	52,874,569

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........			1	38,199,026
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a	403,131
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	177,380
e	Add lines 2a through 2d......................			2e	580,511
3	Subtract line 2e from line 1.....................			3	37,618,515
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	62,568
b	Other (Describe in Part XIII.) ............	4b	14,881
c	Add lines 4a and 4b.......................			4c	77,449
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	37,695,964

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 FINANCE COMMITTEE OF THE BOARD OF DIRECTORS, HAS ADOPTED INVESTMENT AND SPENDING POLICIES FOR ENDOWMENT ASSETS THAT ATTEMPT TO PROVIDE A PREDICTABLE STREAM OF FUNDING TO ITS PROGRAMS WHILE SEEKING TO MAINTAIN THE PURCHASING POWER OF THE ENDOWMENT ASSETS. TO SATISFY THE LONG-TERM RATE-OF-RETURN OBJECTIVES, THE OPERA RELIES ON A TOTAL RETURN STRATEGY IN WHICH INVESTMENT RETURNS ARE ACHIEVED THROUGH BOTH CAPITAL APPRECIATION (REALIZED AND UNREALIZED) AND CURRENT YIELD (INTEREST AND DIVIDENDS). IN ORDER TO SUPPORT THE LONG-TERM GROWTH OF THE OPERA, THE FINANCE COMMITTEE HAS ESTABLISHED A SPENDING RATE POLICY WHERE THE ENDOWMENT SHALL ANNUALLY DISTRIBUTE A PERCENTAGE OF THE 12-QUARTER ROLLING AVERAGE FAIR VALUE ENDING ON MARCH 30 OF THE PRIOR FISCAL YEAR. IN 2013, THE PERCENTAGE RATE USED WAS 5%. FOR FUNDS WITH DONOR-IMPOSED ASSET ALLOCATIONS OR DISTRIBUTIONS, THE DISTRIBUTIONS CONFORM TO THE DONOR'S EXPRESSED WISHES. THIS SPENDING RATE POLICY IS CONSISTENT WITH THE OPERA'S OBJECTIVE TO MAINTAIN THE PURCHASING POWER OF THE ENDOWMENT ASSETS HELD IN PERPETUITY OR FOR A SPECIFIED TERM AS WELL AS TO PROVIDE ADDITIONAL REAL GROWTH THROUGH NET GIFTS AND INVESTMENT RETURN.
FIN 48 (ASC 740) FOOTNOTE	FORM 990, SCHEDULE D, PART X, LINE 2	THE OPERA FOLLOWS THE FINANCIAL ACCOUNTING STANDARDS BOARD (FASB) ACCOUNTING STANDARDS CODIFICATION (ASC) SUBTOPIC 740-10, INCOME-TAXES - OVERALL, RELATED TO ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, WHICH PRESCRIBES A RECOGNITION THRESHOLD AND MEASUREMENT ATTRIBUTE FOR THE FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT OF A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. THE INTERPRETATION REQUIRES THAT THE ENTITY ACCOUNT FOR AND DISCLOSE IN THE FINANCIAL STATEMENTS THE IMPACT OF A TAX POSITION IF THAT POSITION WILL MORE LIKELY THAN NOT BE SUSTAINED UPON EXAMINATION, INCLUDING RESOLUTION OF ANY RELATED APPEALS OR LITIGATION PROCESSES, BASED ON THE TECHNICAL MERITS OF THE POSITION. AS OF JUNE 30, 2013 AND 2012, THE OPERA HAD NO UNCERTAIN TAX POSITIONS REQUIRING ACCRUAL OR DISCLOSURE.
RECONCILIATION OF REVENUE	FORM 990, SCHEDULE D, PART XI, LINE 2D	CHANGE IN VALUE OF BENEFICIAL INTEREST IN PERPETUAL TRUST $ 317,574 FORM 990, SCHEDULE D, PART XI, LINE 4B BOOK/TAX REPORTING DIFFERENCE ON LOSS ON DISPOSAL OF COPIER $ 18,248 BOOK/TAX REPORTING DIFFERENCE ON LOSS ON SALE OF DONATED PUBLICLY TRADED SECURITIES $ (3,367) ------------- TOTAL $ 14,881 RECONCILIATION OF EXPENSE FORM 990, SCHEDULE D, PART XII, LINE 2D ADJUSTMENT FOR uncollectible pledges on receivables $ 177,380 FORM 990, SCHEDULE D, PART XII, LINE 4B BOOK/TAX REPORTING DIFFERENCE ON LOSS ON DISPOSAL OF COPIER $ 18,248 BOOK/TAX REPORTING DIFFERENCE ON LOSS ON SALE OF DONATED PUBLICLY TRADED SECURITIES $ (3,367) ------------- TOTAL $ 14,881

Schedule D (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
Los Angeles Opera Company

Employer identification number

95-2096402

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
	SDA Teleservices Inc	Telefunding		No	304,342	130,022	174,320









Total .................					304,342	130,022	174,320

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 OPEN NIGHT GALA (event type)	(b) Event #2 DOMINGO AWARDS (event type)	(c) Other events 1 (total number)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	884,198	175,651	700,524	1,760,373
2	Less: Contributions . .	792,611	158,056	594,260	1,544,927
3	Gross income (line 1 minus line 2) . . .	91,587	17,595	106,264	215,446
4	Cash prizes . . .
5	Noncash prizes . .
6	Rent/facility costs . .
7	Food and beverages .	85,692	26,245	0	111,937
8	Entertainment . . .	15,674	1,965	0	17,639
9	Other direct expenses .	308,463	37,439	0	345,902
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........				475,478
11	Net income summary. Combine line 3, column (d), and line 10. ..........				-260,032

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
ADDRESS OF FUNDRAISER	FORM 990, SCHEDULE G, PART I, LINE 2B	SD&A TELESERVICES, INC. 5757 WEST CENTURY BLVD., STE 300 LOS ANGELES, CA 90045

Schedule G (Form 990 or 990-EZ) 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

Los Angeles Opera Company

Employer identification number

95-2096402

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)PLACIDO DOMINGOsee sch JDirector, Gen Dir, performer	(i) (ii)	944,096 0	0 0	45,338 0	0 0	0 0	989,434 0	45,338 0
(2)JAMES CONLONsee sch JEx-officio Dir,Music Dir,Prfmr	(i) (ii)	1,110,000 0	0 0	3,211 0	0 0	78,019 0	1,191,230 0	0 0
(3)STEPHEN D ROUNTREEEX.OFFICIO DIR,CEO(to 9/15/12)	(i) (ii)	153,462 0	0 0	0 0	4,000 0	0 0	157,462 0	0 0
(4)CHRISTOPHER KOELSCHEX. OFFICIO DIR, PRES & CEO	(i) (ii)	291,182 0	0 0	0 0	4,000 0	5,300 0	300,482 0	0 0
(5)JOHN NUCKOLSVICE PRESIDENT, ADVANCEMENT	(i) (ii)	244,708 0	0 0	0 0	4,000 0	891 0	249,599 0	0 0
(6)FAITH RAIGUELVICE PRESIDENT, CFO	(i) (ii)	232,782 0	0 0	0 0	4,000 0	10,372 0	247,154 0	0 0
(7)DIANE RHODES BERGMANVICE PRESIDENT,MKTG & COMM	(i) (ii)	154,613 0	0 0	0 0	1,600 0	10,183 0	166,396 0	0 0
(8)GRANT GERSHONRESIDENT CONDUCTOR	(i) (ii)	171,508 0	0 0	0 0	2,304 0	158 0	173,970 0	0 0
(9)JODY HORWITZDIRECTOR OF HR & LR	(i) (ii)	164,186 0	0 0	0 0	2,500 0	5,137 0	171,823 0	0 0
(10)RUPERT HEMMINGSSENIOR DIRECTOR, PRODUCTION	(i) (ii)	162,776 0	0 0	0 0	3,275 0	10,196 0	176,247 0	0 0
(11)HAROLD E CONROYSTAGEHAND	(i) (ii)	157,517 0	0 0	0 0	17,981 0	16,598 0	192,096 0	0 0
(12)PATRICIA MCLEODSENIOR DIRECTOR, DEVELOPMENT	(i) (ii)	150,763 0	0 0	0 0	3,100 0	10,171 0	164,034 0	0 0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
compensation information	FORM 990, SCHEDULE J, PART I, LINE 1A	FIRST CLASS TRAVEL IS SOMETIMES PROVIDED TO PLACIDO DOMINGO AND JAMES CONLON. THIS TRAVEL IS CONDUCTED FOR BUSINESS PURPOSES AND IS NOT TREATED AS TAXABLE COMPENSATION TO DOMINGO OR CONLON AS IT IS A BUSINESS EXPENSE OF THE ORGANIZATION. LIMITED TRAVEL IS PROVIDED TO MEMBERS OF CONLON'S FAMILY SUBJECT TO RESTRICTIONS. TRAVEL FOR CONLON'S FAMILY IS INCLUDED IN HIS 1099 REPORTABLE COMPENSATION. HOUSING PROVIDED TO CONLON IN LOS ANGELES IS NOT TREATED AS TAXABLE COMPENSATION BECAUSE IT IS NOT HIS PRIMARY RESIDENCE BUT IS A REQUIREMENT OF HIS EMPLOYMENT WITH THE ORGANIZATION. FORM 990, SCHEDULE J, PART II Total compensation for Placido Domingo includes General Director fees of $593,184, plus $45,338 in fees deferred from a prior year. In addition, Domingo received performance fees of $350,912. Total compensation for James Conlon includes Music Director fees of $410,000, conducting fees of $700,000 and other reportable compensation of $3,211.

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

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

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Los Angeles Opera Company

Employer identification number

95-2096402

Part I

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

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

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

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

Part II

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

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No
(1) MARC STERN	Board Member	Temp Finance of Ops	X		2,100,000	2,033,143		No		No	Yes
(2) SEBASTIAN MUSCO	Board Member	Temp Finance of Ops	X		500,000	500,000		No		No	Yes
(3) ROBERT RONUS	Board Member	Temp Finance of Ops	X		2,550,000	2,522,222		No		No	Yes
(4) MARILYN ZIERING	Board Member	TEMP FINANCE OF OPS	X		2,100,000	1,044,445		No		No	Yes
(5) PETER GRAY	Board Member	TEMP FINANCE OF OPS	X		500,000	500,000		No		No	Yes
(6) FRED SANDS	Board Member	TEMP FINANCE OF OPS	X		1,000,000	1,000,000		No		No	Yes
(7) ALEX BOUZARI	Board Member	TEMP FINANCE OF OPS	X		1,000,000	1,000,000		No		No	Yes
(8) MILAN PANIC	Board Member	TEMP FINANCE OF OPS	X		500,000	500,000		No		No	Yes
(9) SELIM ZIKHA	Board Member	TEMP FINANCE OF OPS	X		100,000	44,444		No		No	Yes
(10) FRANK BAXTER	Board Member	TEMP FINANCE OF OPS	X		50,000	22,222		No		No	Yes
(11) BERNARD GREENBERG	Board Member	TEMP FINANCE OF OPS	X		50,000	22,222		No		No	Yes
Total ...... $						9,188,698

Part III

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

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

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2012

Page 2

Part IV

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

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) JENNY OKUN	Family of Board Member	15,937	DESIGNER		No
(2) RICHARD SPARKS	Family of Board Member	38,000	STAGE DIRECTOR		No

Part V

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

Identifier	Return Reference	Explanation
Form 990, Schedule L, Part II, Column (f)		Loans from donors or board members do not require Finance Committee or full Board approval. The Board Chair approves all such transactions as well as the Chief Executive Officer and Chief Financial Officer.
FORM 990, SCHEDULE L, PART IV		MILTON T. OKUN IS A DIRECTOR OF LA OPERA, THE OWNER OF CHERRY LANE ADVENTURES IN OPERA, AND LICENSE HOLDER FOR PRODUCTIONS OF THE OPERA "DULCE ROSA." MR. OKUN CONTRIBUTED FUNDS OF $1,450,000 TO LA OPERA TO COVER ALL OF LA OPERA'S COSTS TO PRODUCE "DULCE ROSA." JENNY OKUN, OKUN'S DAUGHTER, WAS ENGAGED BY LA OPERA AS A DESIGNER ON THE PROJECT. HER HUSBAND, RICHARD SPARKS, WAS ENGAGED AS THE STAGE DIRECTOR. THE LA OPERA COMPENSATED THEM FOR THEIR SERVICES IN THESE CAPACITIES, $15,937.50 AND $38,000 RESPECTIVELY AS PART OF THE BUDGET FOR THE PROJECT. IN ADDITION TO THE STAGE PRESENTATION, LA OPERA ACTED AS A FISCAL AGENT FOR THE FILMING OF THE PRODUCTION. LA OPERA WAS REIMBURSED IN FULL BY CHERRY LANE ADVENTURES IN OPERA, $101,107.

Schedule L (Form 990 or 990-EZ) 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

Los Angeles Opera Company

Employer identification number

95-2096402

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	16	341,110	See Part II
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( )
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

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
NUMBER OF CONTRIBUTIONS	FORM 990, SCHEDULE M, PART I, COLUMN B	This equals the number of contributions received.
METHOD OF DETERMINING REVENUES	FORM 990, SCHEDULE M, PART I, COLUMN D	CONTRIBUTED PROPERTY IS RECORDED AS INCOME AT THE FAIR VALUE OF THE PROPERTY ON THE DATE OF DONATION. THE FAIR VALUE OF PUBLICLY TRADED SECURITIES IS BASED ON QUOTED MARKET PRICES.

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

Los Angeles Opera Company

Employer identification number

95-2096402

Identifier	Return Reference	Explanation
ORGANIZATION'S MISSION, CONTINUED	FORM 990, PART III, LINE 1	WE WILL ACHIEVE THIS BY PRODUCING WORLD-CLASS OPERA THAT PRESERVES, PROMOTES AND ADVANCES THE ART FORM WHILE EMBODYING THE DIVERSITY, PIONEERING SPIRIT AND ARTISTIC SENSIBILITY UNIQUE TO LOS ANGELES. PROGRAM SERVICE, CONTINUED FORM 990, PART III, LINE 4B OFF GRAND LA OPERA OFF GRAND TAKES OPERA OUT OF THE DOROTHY CHANDLER PAVILION AND INTO THE GREATER LOS ANGELES COMMUNITY. THIS NEW INITIATIVE EMBRACES CONTEMPORARY MATERIAL BY EXPLORING AN ECLECTIC REPERTOIRE AND NEW VENUES. THIS YEAR'S OFF GRAND INITIATIVE INCLUDED A CONCERT VERSION OF "THE TWO FOSCARI" AT SEGERSTROM HALL IN ORANGE COUNTY, AND SIX PERFORMANCES OF "DULCE ROSA" AT THE BROAD STAGE IN SANTA MONICA. THE DOMINGO-THORNTON YOUNG ARTIST PROGRAM (NOW KNOWN AS THE DOMINGO-COLBURN-STEIN YOUNG ARTIST PROGRAM) CREATED BY PLACIDO DOMINGO, THE YOUNG ARTIST PROGRAM SEEKS TO SUPPORT AND DEVELOP THE CAREERS OF PROMISING SINGERS AND PIANISTS. THIS RESIDENCY PROGRAM PROVIDES EXTENSIVE TRAINING AS WELL AS PERFORMANCE EXPERIENCE THROUGH MAIN-STAGE ROLES, CONCERTS AND OTHER PERFORMANCE OPPORTUNITIES. CATHEDRAL PROJECT A UNIQUE PARTNERSHIP WITH PROFESSIONAL ARTISTS AND COMMUNITY MEMBERS, BENJAMIN BRITTEN'S "NOAH'S FLOOD", WAS PRESENTED AT OUR LADY OF ANGELS CATHEDRAL. OVER 400 COMMUNITY MEMBERS OF ALL AGES WERE ENGAGED AS SINGERS AND MUSICIANS. THREE PERFORMANCES WERE PRESENTED FREE OF CHARGE TO APPROXIMATELY 6,000 ATTENDEES. RADIO BROADCASTS LA OPERA HAS A SERIES OF LOCAL AND NATIONAL RADIO BROADCASTS. THE 2012-13 SERIES INCLUDED BROADCAST OF 6 OPERAS ON 197 STATIONS, WITH AN ESTIMATED LISTENERSHIP OF OVER 2.7 MILLION.
VOTING MEMBERS OF THE GOVERNING BODY	FORM 990, PART VI, SECTION A, LINE 1A	The Executive Committee is empowered to exercise all the duties of the Board between meetings of the Board and when the Board is not in session, except those matters precluded under Section 5212 of the California Nonprofit Corporation law. FAMILY RELATIONSHIP FORM 990, PART VI, SECTION A, LINE 2 There are two married couples on the Board: WARNER AND CAROL HENRY & Peter and Diane Gray. REVIEW OF FORM 990 FORM 990, PART VI, SECTION B, LINE 11A The final draft of the Form 990 is reviewed by the CHIEF FINANCIAL OFFICER AND PRESIDENT of the LA Opera, and edited if required. Prior to presentation to the Audit Committee, the Chair of the Board reviews the draft and proposes edits, if required. It is the practice of the LA Opera to circulate the public inspection copy without Schedule B, confidential donor list, to the Audit Committee for discussion, review and approval prior to filing. Further, the public inspection copy without Schedule B is made available to the full board subsequent to filing by electronic or other means.
Monitoring and enforcing compliance with Conflict of Interest	FORM 990, PART VI, SECTION B, LINE 12C	The organization has a written conflict of interest policy adopted by the board for board members, officers and key employees. ANY BUSINESS RELATIONSHIP THAT IS, OR MAY BE PERCEIVED TO BE, A CONFLICT OF INTEREST IS DISCUSSED AND APPROVED BY THE BOARD. Also, a personalized letter to each board member, signed by the Chairman of the Board, was circulated specifically requesting review of the policy which was attached, as well as requesting response to a questionnaire. Each board member, officer and key employee sends a completed questionnaire to the Chief Financial Officer. Questionnaires not responded to are followed up with a phone call. Any disclosed conflict was discussed with the Chairman of the Board and the Chief Executive Officer.
PROCESS FOR DETERMINING COMPENSATION	FORM 990, PART VI, SECTION B, LINE 15A AND 15B	The Compensation Committee of the Board meets to review and approve the compensation, or change in compensation, of the following positions, and other Key Employees (definition below): " General Director " Music Director " PRESIDENT AND CHIEF EXECUTIVE OFFICER " Chief Financial Officer " Vice Presidents The Compensation Committee is composed of board members independent with regard to the compensation arrangement. In its efforts to compensate employees fairly for their services, the Committee may utilize any of the following in determining appropriate levels of compensation: " Independent compensation consultant " Compensation surveys or studies of comparable organizations " Industry group surveys (i.e. Opera America) " Form 990 of comparable organizations COMPENSATION AGREEMENTS WERE APPROVED BY THE COMMITTEE AND THE BOARD OF DIRECTORS. DOCUMENTATION INCLUDES THE TERMS OF THE AGREEMENTS AND THE DATE APPROVED, November 8, 2012 , MEMBERS PRESENT DURING DEBATE AND THOSE WHO VOTED ON IT, THE COMPARABILITY DATA RELIED UPON AND HOW IT WAS OBTAINED, AND ANY ACTIONS TAKEN WITH RESPECT TO CONSIDERATION OF THE TRANSACTION BY ANYONE WHO IS OTHERWISE A MEMBER OF THE AUTHORIZED BODY BUT WHO HAD A CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION.
JOINT VENTURE POLICY	FORM 990, PART VI, SECTION C, LINE 16A AND 16B	Any proposed joint venture must be submitted for approval by a member of the Legal Committee in accordance with the Policy Statement regarding Contract Signing Authorization adopted by the Board of Directors on January 7, 2008. The joint venture shall also comply with all other requirements of the Policy Statement. It is the policy of the LA Opera to enter into a joint venture arrangement only if it is consistent with the mission of the organization; And it does not jeopardize the tax exempt status of the organization; And specifically the operation of the joint venture must not result in any prohibited private benefit. If a joint venture is contemplated, it is disclosed to the Finance Committee for action in accordance with this Policy, and, if deemed appropriate, advice of legal counsel or tax advisors is secured before entering into the joint venture or other arrangement. Sample joint ventures include television broadcasts, dvds & cds. Before making any decision to participate in a joint venture, LA Opera will ensure that the joint venture furthers LA Opera's exempt purposes and will negotiate at arm's length contractual and other terms of participation that safeguard LA Opera's exemption from federal and state income tax.
Process for disclosing governing documents	FORM 990, PART VI, SECTION C, LINE 19	The LA Opera makes its governing documents, tax exemption letter, conflict of interest policy and audited financial statements available to the public upon request.
RECONCILIATION OF NET ASSETS	FORM 990, PART XI, LINE 9	CHANGE IN VALUE OF BENEFICIAL INTEREST IN PERPETUAL TRUST $ 317,574 UNCOLLECTIBLE PLEDGES ON RECEIVABLES $ (177,380) -------------- TOTAL $ 140,194

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: