2011-11-10T12:00:32-06:00 2010-12-31 MOORE STEPHENS TILLER LLC 1960 SATELLITE BOULEVARD SUITE 3600 DULUTH GA 30097 990 2010-01-01 582574918 GEORGIA AQUARIUM INC & SUBSIDIARY GEOR 4045814000 225 BAKER STREET NW ATLANTA GA 30313 MATTHEW HODGDON 4045814000 2011-11-10 1 GREGORY W HAYES 7709958800 2010 2016-03-07 17:11:31Z DAVID KIMMEL PRESIDENTC 225 BAKER STREET NW ATLANTA GA 30313 117402847 0 X HTTP://WWW.GEORGIAAQUARIUM.ORG/ X 2000 GA THE GEORGIA AQUARIUM IN ATLANTA, GEORGIA, IS THE WORLD'S LARGEST WITH MORE THAN TEN MILLION GALLONS OF WATER AND THE LARGEST COLLECTION OF AQUATIC ANIMALS. THE MISSION OF THE GEORGIA AQUARIUM IS TO BE AN ENTERTAINING, EDUCATIONAL AND SCIENTIFIC INSTITUTION FEATURING EXHIBITS AND PROGRAMS OF THE HIGHEST STANDARDS; OFFERING ENGAGING AND EXCITING GUEST EXPERIENCES PROMOTING THE CONSERVATION OF AQUATIC BIODIVERSITY THROUGHOUT THE WORLD. THE GEORGIA AQUARIUM IS AN ACCREDITED MEMBER OF THE ASSOCIATION OF ZOOS AND AQUARIUMS AND THE ALLIANCE OF MARINE MAMMAL PARKS AND AQUARIUMS. 23 22 577 2000 0 0 11605485 12248228 52937822 50293491 1821441 216181 -21317 -146195 66343431 62611705 562013 20175000 0 0 17440494 19260862 1125000 225000 984602 34876817 41646058 54004324 81306920 12339107 -18695215 475306651 478750553 114635024 135830625 360671627 342919928 X THE ORGANIZATION WAS FORMED TO CONSTRUCT, OWN, AND OPERATE A WORLD-CLASS AQUARIUM FACILITY FOR THE BENEFIT OF THE GENERAL PUBLIC. THE MISSION OF THE GEORGIA AQUARIUM IS TO BE AN ENTERTAINING, EDUCATIONAL AND SCIENTIFIC INSTITUTION FEATURING EXHIBITS AND PROGRAMS OF THE HIGHEST STANDARDS; OFFERING ENGAGING AND EXCITING GUEST EXPERIENCES PROMOTING THE CONSERVATION OF AQUATIC BIODIVERSITY THROUGHOUT THE WORLD. 1 0 49738065 50293491 ACTIVITIES IN CONNECTION WITH OPERATING A WORLD-CLASS AQUARIUM FOR THE BENEFIT OF THE GENERAL PUBLIC. 20175000 20175000 0 ESTABLISHMENT OF THE GEORGIA AQUARIUM FOUNDATION, INC. AS A 501(C)(3)SUPPORTING ORGANIZATION WHICH FUNDRAISES AND MANAGES THE INVESTMENT OF FUNDS HELD TO PRIMARLIY SUPPORT THE GEORGIA AQUARIUM WITH GRANTS. 401464 0 0 OPERATION OF A DOLPHIN CONSERVATION FIELD STATION WHICH PROMOTES THE STUDY, RESCUE, TREATMENT AND REHABILITATION OF DOLPHINS AND OTHER SMALL MARINE MAMMALS (CETACEANS). 70314529 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 1 0 1 0 0 0 0 0 1 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 1 1 0 0 0 1 54 0 1 577 1 0 0 0 0 0 1 1 0 0 0 0 X 23 22 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 GA X MATTHEW HODGDON SVPCFO 4045814000 225 BAKER STREET NW ATLANTA GA 30313 BERNIE MARCUS 10.00 X X 0 0 0 BILLI MARCUS 1.00 X 0 0 0 MARK P BECKER PHD 1.00 X 0 0 0 FRANCIS S BLAKE 1.00 X 0 0 0 DENNIS COOPER 1.00 X 0 0 0 AD CORRELL 1.00 X 0 0 0 ROBERT L FORNARO 1.00 X 0 0 0 JAMES S GRIEN 1.00 X X 0 0 0 G EDISON HOLLAND JR 1.00 X 0 0 0 PAUL M HOUGHTON 1.00 X 0 0 0 PHIL JACOBS 1.00 X 0 0 0 JAMES F JACOBY 1.00 X 0 0 0 STEVEN RICHARD KOONIN 1.00 X 0 0 0 CONRAD C LAUTENBACHER JR PHD 1.00 X 0 0 0 MICHAEL A LEVIN 1.00 X X 0 0 0 JOHN K MORGAN 1.00 X 0 0 0 MICHAEL A MORRIS 1.00 X 0 0 0 TIMOTHY J PAKENHAM 1.00 X X 0 0 0 GARY PEACOCK JR 1.00 X 0 0 0 RAY M ROBINSON 1.00 X 0 0 0 FREDERICK SLAGLE 1.00 X 0 0 0 DEREK V SMITH 1.00 X 0 0 0 KATHLEEN WALTERS 1.00 X 0 0 0 DAVID KIMMEL 40.00 X X 157061 0 0 MATTHEW P HODGDON 40.00 X X 217788 0 1630 GREG D BOSSART 40.00 X X 354935 0 8100 WILLIAM HURLEY IV 40.00 X X 258660 0 0 CAREY ROUNDTREE 40.00 X X 230884 0 5367 BRUCE A CARLSON 40.00 X 128128 0 0 BEACH M CLARK 40.00 X 181747 0 5046 JOSEPH HANDY 40.00 X 128377 0 3596 HEATHER MCKEEN 40.00 X 5000 0 0 TIMOTHY J MULLICAN 40.00 X 185537 0 0 KURT ALLEN 40.00 X 99949 0 2296 DENNIS DEATON 40.00 X 130909 0 0 E ANTHONY GODFREY X 138463 0 1483 2217438 0 27518 11 1 1 0 AMES SCULLIN O'HAIRE INC 245 PEACHTREE CENTER AVE 23RD FLO ATLANTA GA 30303 ADVERTISING SERVICES 2792141 WOWWORKS INTERNATIONAL 614 E HWY 50 STE 405 CLERMONT FL 34711 CONSTRUCTION MANAGEMENT 1668278 HEERY INTERNATIONAL INC 999 PEACHTREE ST ATLANTA GA 30309 CONSTRUCTION MANAGEMENT 1393723 PECKHAM GUYTON ALBERS & VIETS INC 200 N BROADWAY STE 1000 ST LOUIS MO 63102 ARCHTECTUAL SERVICES 1139564 GREY WORLDWIDE ATLANTA 1545 PEACHTREE STREET ATLANTA GA 30309 ADVERTISING & PRINTING SERVICES 450000 16 365525 11882703 369733 12248228 ADMISSIONS 713110 42139362 42139362 AUXILLIARY SERVICES 713110 3604537 3604537 BALLROOM EVENTS 713110 3262514 3262514 4D THEATRE - PTRSHP IN 713110 923428 923428 4D THEATRE - RENTAL RE 531120 284184 284184 79466 79466 50293491 216181 216181 54526153 54526153 0 0 118794 365525 264989 -146195 -146195 62611705 50293491 0 69986 20175000 20175000 2244957 1775223 351609 118125 13558011 11444277 1992098 121636 186725 186725 2110333 1240431 852280 17622 1160836 945880 197026 17930 24000 24000 322360 17342 305018 90255 90255 225000 225000 1495791 1029493 431753 34545 3693351 3682260 11091 728887 566667 162220 259693 225445 23744 10504 550513 550513 14677691 13857008 811185 9498 765290 3656 761634 UTILITIES & TELEPHONE 5517714 5214549 303138 27 COLLECTION ACCESSIONS 5138024 5096409 41615 SUPPLIES & MATERIALS 2706565 2615423 81006 10136 REPAIRS & MAINTENANCE 1213550 1012273 201277 BANK, CREDIT CARD & FIN 892298 6022 886276 3570076 1407171 1743326 419579 81306920 70314529 10007789 984602 46196326 19970871 20779694 34882242 2059812 1280132 589825 1864168 476929763 70982734 382835240 405947029 19764496 10548051 1432073 1653919 633899 1378654 1015286 1225487 475306651 478750553 16643695 6153049 23685482 38449957 41250000 41250000 21250000 44400000 11805847 5577619 114635024 135830625 X 333123480 316574545 2998147 1795383 24550000 24550000 360671627 342919928 475306651 478750553 X -18695215 943516 X X 0 1 1 X 0 X 13272470 10818602 10467976 12036215 12367022 58962285 89214083 67597127 56563707 52937822 49900597 316213336 102486553 78415729 67031683 64974037 62267619 375175621 3755282 501000 758160 589700 102109 5706251 0 3755282 501000 758160 589700 102109 5706251 369469370 1966831 3560812 2349406 1334581 216181 9427811 1966831 3560812 2349406 1334581 216181 9427811 212072 120684 332756 104453384 82188613 69501773 66308618 62483800 384936188 0.95980 0.93820 0.02450 0.02740 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 90000 90000 0 EXPLANATION OF OTHER LOBBYING ACTIVITIES: PART II-B, LINE 1I: THE AQUARUIM PAYS A RETAINER TO A LAW FIRM WITH OFFICES IN ATLANTA AND WASHINGTON, DC FOR "STATE AND GOVERNMENTAL AFFAIRS" REPRESENTATION IN GEORGIA AS WELL AS NATIONALLY THAT INCLUDES LOBBYING EFFORTS RELATED TO THE EXEMPT PURPOSE OF THE AQUARIUM. 47282276 47282276 335453835 35369897 300083938 91823047 35612837 56210210 2370605 2370605 405947029 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES OF AMERICA PROVIDE GUIDANCE FOR HOW UNCERTAIN TAX POSITIONS SHOULD BE RECOGNIZED, MEASURED, PRESENTED, AND DISCLOSED IN THE ORGANIZATION'S FINANCIAL STATEMENTS. THE ORGANIZATION'S MANAGEMENT HAS EVALUATED THE IMPLICATIONS OF THESE STANDARDS AND HAS NOT IDENTIFIED ANY UNCERTAIN TAX POSITIONS FOR THE ORGANIZATION; THEREFORE, NO TAX EXPENSE OR ACCRUALS ARE INCLUDED IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. PART XI, XII AND XIII: THE GEORGIA AQUARIUM, INC. AUDIT IS A CONSOLIDATED AUDIT INCLUDING BOTH (I) THE GEORGIA AQUARIUM, INC. AND ITS DISREGARDED ENTITY SUBSIDIARIES LISTED ON SCHEDULE R AND (II) THE GEORGIA AQUARIUM FOUNDATION, INC., A SEPARATE 501(C)(3) ENTITY. X X X X X X X 1 GREY WORLDWIDE SERVICES INC 200 5TH AVENUE NEW YORK NY 10010 IN 2005, CO. NEGOTIATED SPONSORSHIPS PAYABLE OVER 5 YEARS 0 1500000 225000 1275000 1500000 225000 1275000 GA "FISH & CHIPS" GOLF TOURNAMENT 193339 145004 48335 70694 "AQUA VINO" WINE TASTING EVENTS 281835 211376 70459 194295 1 9145 9145 0 484319 365525 118794 264989 264989 -146195 SCHEDULE G, PART II, LINE 2, COLUMNS (A) & (B) DONATIONS INCLUDE $309,733 OF NON-CASH DONATIONS WHICH OFFSET EXPENSES RECOGNIZED FOR THESE EVENTS. 0 GEORGIA AQUARIUM FOUNDATION INC 225 BAKER STREET ATLANTA GA 30313 274284050 501(C)(3) 20175000 ESTABLISHMENT OF THE GEORGIA AQUARIUM FOUNDATION, INC. AS A 501(C)(3) SUPPORTING ORGANIZATION WHICH FUNDRAISES AND MANAGES THE INVESTMENT OF FUNDS HELD TO PRIMARILY SUPPORT THE AQUARIUM WITH GRANTS AS NEEDED. 1 0 X X X 0 0 0 0 0 1 0 0 0 DAVID KIMMEL 145466 0 11595 0 0 0 0 0 0 0 157061 0 0 0 MATTHEW P HODGDON 202688 0 15100 0 0 0 1630 0 0 0 219418 0 0 0 GREG D BOSSART 335060 0 19875 0 0 0 8100 0 0 0 363035 0 0 0 WILLIAM HURLEY IV 243360 0 15300 0 0 0 0 0 0 0 258660 0 0 0 CAREY ROUNDTREE 215505 0 15379 0 0 0 5367 0 0 0 236251 0 0 0 BEACH M CLARK 169658 0 12089 0 0 0 5046 0 0 0 186793 0 0 0 TIMOTHY J MULLICAN 173423 0 12114 0 0 0 0 0 0 0 185537 0 0 0 E ANTHONY GODFREY 138463 0 0 0 0 0 1483 0 0 0 139946 0 0 0 PART I, LINE 1A NONE OF THE ABOVE APPLY. ONLY GENERAL BUSINESS EXPENSES ARE REIMBURSABLE BY THE ORGANIZATION, AND AN ACCOUNTABLE PLAN IS IN PLACE FOR ALL EXPENSE REIMBURSEMENTS. PART I, LINE 6 CERTAIN EMPLOYEES ARE ELIGIBLE TO RECEIVE INCENTIVE COMPENSATION IN AN AMOUNT UP TO 15% OF THEIR SALARY BASED ON TARGETED ATTENDENCE AND OPERATING INCOME GOALS SET IN THE BUDGETING PROCESS. THE EMPLOYEE MUST REACH 80% OF THE TARGET TO BE ELIGIBLE FOR PARTICIPATION, AND THE ACTUAL INCENTIVE COMPENSATION PAID IS ON A SLIDING SCALE BETWEEN 80% AND 100% OF THE SET GOAL. SUPPLEMENTAL INFORMATION PART III PART II: E. ANTHONY GODFREY IS INCLUDED AS THE FORMER PRESIDENT/COO WHO WAS EMPLOYED IN THIS CAPACITY FOR ONLY A PORTION OF 2010. THE ATLANTA DEVELOPMENT AUTHORITY 582322663 04780NFZ5 2009-01-29 80000000 CONSTRUCTION OF AN EXPANSION TO THE AQUARIUM'S FACILITIES 0 0 0 38750000 80000000 552542 79447458 2010 1 0 1 1 0 0 0 0 0 0 1 0 0 0 0 THE MARCUS FOUNDATION INC SUPPORT SPONSOR & VENDOR PLEDGES AND THE 4D THEATRE X 43262429 5577619 0 1 1 5577619 JAMES F JACOBY DIRECTOR 9100000 MR. JACOBY IS THE OWNER OF THE ENTITIES THAT CONTROLLED MARINELAND OF FLORIDA IN ST. AUGUSTINE, FL. IN 2010, MARINELAND'S ASSETS, INCLUDING SOME MARINE LIFE, WERE PURCHASED BY THE GEORGIA AQUARIUM IN AN EFFORT TO EXPAND THE AQUARIUM'S EDUCATION PROGRAMS REGARDING DOLPHINS AND OTHER MARINE MAMMALS. MR. JACOBY DID NOT PARTICIPATE IN THE BOARD MEETING DISCUSSIONS REGARDING MARINELAND. 0 X 1 12500 COST X PAPER PRODUCTS 1 251000 COST X COMPUTER EQUIPMENT 1 60000 COST X MISCELLANEOUS FUNDRAISER ITEMS 123 58733 COST 0 1 0 NEW PROGRAM SERVICES FORM 990, PART III, LINE 2 (I) IN 2009, THE GEORGIA AQUARIUM BEGAN CONSTRUCTION ON A NEW DOLPHIN EXHIBIT AND CONTINUED CONSTRUCTION THROUGHOUT 2010. THE EXHIBIT OPENED IN APRIL, 2011. (II) IN 2010, THE DOLPHIN CONSERVATION FIELD STATION, INC.("DCFS, INC."), A RELATED 501(C)(4) ORGANIZATION LOCATED IN ST. AUGUSTINE, FL, TRANSFERRED ITS NET ASSETS TO A SINGLE MEMBER LLC ENTITY FORMED IN 2010 AND OWNED BY THE GEORGIA AQUARIUM, DOLPHIN CONSERVATION FIELD STATION, LLC (DCFS, LLC). DCFS, LLC, LIKE DCFS, INC., WILL PROMOTE THE STUDY, RESCUE, TREATMENT AND REHABILITATION OF DOLPHINS AND OTHER SMALL MARINE MAMMALS (CETACEANS). (III) IN 2010, THE AQUARIUM PURCHASED THE ASSETS AND CERTAIN MARINE LIFE OF MARINELAND OF FLORIDA LOCATED IN ST. AUGUSTINE, FL. THE PARK WILL CONTINUE TO OPERATE ITS ATTRACTIONS TO THE PUBLIC IN AN EFFORT TO FURTHER THE AQUARIUM'S EDUCATIONAL EFFORTS REGARDING DOLPHINS AND OTHER SMALL MARINE MAMMALS. FORM 990, PART VI, SECTION A, LINE 2 (I) BERNARD MARCUS, CHAIRMAN FREDERICK SLAGLE, DIRECTOR MR. MARCUS IS CHAIRMAN OF THE MARCUS FOUNDATION OF WHICH FREDERICK SLAGLE IS EXECUTIVE DIRECTOR. (II) BERNARD MARCUS, CHAIRMAN BILLI MARCUS, DIRECTOR MR. AND MRS. MARCUS ARE HUSBAND AND WIFE. (III) BERNARD MARCUS, CHAIRMAN BILLI MARCUS, DIRECTOR MICHAEL MORRIS, DIRECTOR MR. MORRIS IS MRS. MARCUS' SON AND MR. MARCUS' STEPSON. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS REVIEWED BY THE MEMBERS OF THE FINANCE & AUDIT COMMITTEE. FORM 990, PART VI, SECTION B, LINE 12C MONITORING IS ACHIEVED THROUGH RELATED PARTY QUESTIONNAIRES THAT EACH BOARD MEMBER AND OFFICER MUST COMPLETE ANNUALLY AND WHICH ARE REVIEWED BY THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION USES COMPENSATION SURVEYS TO DETERMINE PAY RANGES FOR ALL POSITIONS. ORGANIZATIONAL PAY INCREASES AND INDIVIDUAL OFFICER INCREASES ARE REVIEWED AND APPROVED BY THE LEADERSHIP DEVELOPMENT & COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS AND INTERNAL POLICIES ARE GIVEN TO EMPLOYEES WHEN THEY ARE HIRED BY THE ORGANIZATION AND THE POLICIES ARE AVAILABLE WITHIN THE ORGANIZATION'S OFFICE TO THOSE WHO FALL UNDER THEIR COVENANTS, BUT AS PROPRIETARY INFORMATION OF THE ORGANIZATION, THEY AND THE FINANCIAL STATEMENTS ARE NOT MADE AVAILABLE TO THE GENERAL PUBLIC. (TO BE REMOVED) FORM 990 PART X, LINE 24 & SCHEDULE I, PART II: IN DECEMBER 2010, THE GEORGIA AQUARIUM ENTERED INTO VARIOUS AGREEMENTS IN ORDER TO FACILITATE THE USE OF NEW MARKET TAX CREDITS ("NMTC") FOR THE ACTIVITIES ASSOCIATED WITH ITS DOLPHIN EXHIBIT EXPANSION. GEORGIA AQUARIUM, INC. CONTRIBUTED $20,175,000 TO THE GEORGIA AQUARIUM FOUNDATION, INC. WHO IN TURN CONTRIBUTED THE $20,175,000 VIA A LEVERAGED LOAN TO A COMMUNITY DEVELOPMENT ENTITY ("CDE"). A BANK MADE A CAPITAL CONTRIBUTION TO THE CDE IN EXCHANGE FOR RECEIVING THE NMTC BENEFITS. IN TURN, THE CDE LOANED $25,000,000 TO GEORGIA AQUARIUM, INC. AS PARTIAL FINANCING FOR THE DOLPHIN EXHIBIT EXPANSION. THE REMAINING FUNDS HELD BY THE CDE ARE FOR VARIOUS FEES. THE NMTC IS SUBJECT TO RECAPTURE FOR A PERIOD OF 7 YEARS AS PROVIDED IN THE INTERNAL REVENUE CODE. AFTER THE SEVEN-YEAR NMTC PERIOD EXPIRES, IT IS ANTICIPATED THAT GEORGIA AQUARIUM FOUNDATION, INC. WILL ACQUIRE ALL THE INTERESTS IN THE CDE FOR A PREDETERMINED AMOUNT, AND THAT THE CDE WILL BE LIQUIDATED. AFTER THESE ANTICIPATED TRANSACTIONS ARE COMPLETE, GEORGIA AQUARIUM FOUNDATION, INC WILL BE THE NMTC NOTE HOLDER DUE FROM GEORGIA AQUARIUM, INC. THE NEW MARKET TAX CREDIT ("NMTC") PROGRAM IS ADMINISTERED BY THE US TREASURY AND WAS PROVIDED FOR IN THE COMMUNITY RENEWAL TAX RELIEF ACT OF 2000 AND IS INTENDED TO INDUCE CAPITAL INVESTMENT IN QUALIFIED LOWER INCOME COMMUNITIES. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -18,960. DONATED SERVICES AND USE OF FACILITIES: 1,363,826. DONATED SERVICES - EXPENSE -1,363,826. BIG FISH K-1 TAXABLE INCOME ADJUSTMENT -392,894. TRANSFER OF DOLPHIN CONSERVATION FIELD STATION ASSETS 1,355,370. TOTAL TO FORM 990, PART XI, LINE 5: 943,516. FORM 990, PART VII, LINE 2C: THE PROCESS BY WHICH THE ORGANIZATION'S BOARD OF DIRECTORS REVIEWS THE AUDITED FINANCIALS HAS NOT CHANGED FROM THE PRIOR YEAR. AQUARIUM PARKING DECK LLC 225 BAKER STREET NW ATLANTA GA 30313 582574918 PARKING DECK OPERATIONS FOR THE AQUARIUM GA 419804 27938390 DOLPHIN CONSERVATION FIELD STATION LLC 225 BAKER STREET NW ATLANTA GA 30313 582574918 THE STUDY, RESCUE, TREATMENT AND REHABILITATION OF MARINE MAMMALS. GA -180411 1189322 DOLPHIN CONSERVATION FIELD STATION INC 9600 OCEANSHORE BLVD ST AUGUSTINE FL 32080 262679576 STUDY, RESCUE, TREATMENT & REHABILITAION OF MARINE MAMMALS FL 501(C)(4) 0 GEORGIA AQUARIUM FOUNDATION INC 225 BAKER STREET NW ATLANTA GA 30313 274284050 FUNDRAISING FOR THE GEORGIA AQUARIUM GA 501(C)(3) LINE 11A, I 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 GEORGIA AQUARIUM FOUNDATION INC B 20175000 DOLPHIN CONSERVATION FIELD STATION INC C 1355370 GEORGIA AQUARIUM FOUNDATION INC E 25000000 FORM 990, SCHEDULE R, PART V, LINES 1B AND 2(1): THE GEORGIA AQUARIUM, INC. CONTRIBUTED $20,175,000 TO THE GEORGIA AQUARIUM FOUNDATION (THE "FOUNDATION"). THE CONTRIBUTION WAS MADE IN CONNECTION WITH THE FORMATION OF THE FOUNDATION AS A SUPPORTING FOUNDATION FOR THE GEORGIA AQUARIUM, INC. AND THE TRANSFER OF THE FUNDRAISING AND INVESTMENT MANAGEMENT ACTIVITIES PREVIOUSLY CONDUCTED BY GEORGIA AQUARIUM, INC. TO THE FOUNDATION. THE AMOUNT TRANSFERRED REPRESENTED FUNDS THAT WERE DETERMINED TO NOT CURRENTLY BE NEEDED FOR THE OPERATIONS OF THE GEORGIA AQUARIUM, TO BE HELD AND INVESTED BY THE FOUNDATION IN FURTHERANCE OF ITS PURPOSES OF SUPPORTING THE ACTIVITIES OF THE GEORGIA AQUARIUM. FORM 990, SCHEDULE R PARTS I & II AND PART V, LINES 1C & 2(2): THE ENTITY, DOLPHIN CONSERVATION FIELD STATION, INC. ("DCFS, INC."), A RELATED 501(C)(4) TAX-EXEMPT ORGANIZATION OF THE GEORGIA AQUARIUM WHICH OPERATED THE DOLPHIN CONSERVATION FIELD STATION AT MARINELAND IN ST. AUGUSTINE, FL, WAS DISSOLVED AS OF APRIL 23, 2010 AND ITS NET ASSETS WERE TRANSFERRED UNDER THE NON-PROFIT PROVISIONS OF THE LAWS OF THE STATE OF FLORIDA TO DOLPHIN CONSERVATION FIELD STATION, LLC ("DCFS, LLC"), A NEW 501(C)(3) ORGANIZATION WHOSE SOLE MEMBER IS THE GEORGIA AQUARIUM, INC. THE GAAP ACCOUNTING TREATMENT FOR THIS TRANSFER WAS TO RECOGNIZE IT AS AN OTHER CHANGE IN NET ASSETS. FORM 990, SCHEDULE R, PART V, LINES 1E AND 2(3): THE AMOUNT REPORTED OF $25,000,000 CONSISTS OF LOANS IN AN AGGREGATE PRINCIPAL AMOUNT OF $25,000,000 OBTAINED WITH RESPECT TO REFINANCING CONSTRUCTION COSTS ASSOCIATED WITH THE DOLPHIN EXHIBIT AT THE GEORGIA AQUARIUM. THE FINANCING IS BETWEEN GEORGIA AQUARIUM, INC., AS BORROWER, AND IDI 3-2007, LLC ("IDI CDE LENDER"), AS LENDER. THE LOANS REQUIRE QUARTERLY INTEREST-ONLY PAYMENTS UNTIL JANUARY 1, 2018, AFTER WHICH QUARTERLY PAYMENTS OF PRINCIPAL AND INTEREST ARE REQUIRED COMMENCING ON APRIL 1, 2018 AND CONTINUING UNTIL THE LOAN MATURES IN DECEMBER, 2040. GAI IS NOT ALLOWED TO PREPAY THE LOAN BEFORE JANUARY 2018.