2025-07-10T12:55:24-05:00 2024-08-31 991856619 GRANT THORNTON ADVISORS LLC 2001 MARKET STREET SUITE 800 PHILADELPHIA PA 19103 990 2023-09-01 231352289 PHILADELPHIA ORCHESTRA ASSOCIATION PHIL 2158931900 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 MARIO MESTICHELLI CFO/TREASURER 2158931900 2025-07-10 1 0 RUSSLEE ARMSTRONG P00288383 2155614200 2023 2025-03-06 01:10:19Z X RYAN FLEUR 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 175807194 0 X WWW.ENSEMBLEARTSPHILLY.ORG X 1903 PA TO SHARE THE TRANSFORMATIVE POWER OF MUSIC WITH THE WIDEST AUDIENCE 14 13 537 450 32849 30686 31511726 31556198 14711591 19695186 6253459 29536761 2744063 3590215 55220839 84378360 500000 50000 0 0 34592166 37670124 130158 105002 2735519 22735899 26978665 57958223 64803791 -2737384 19574569 214658723 234452476 24607014 24624760 190051709 209827716 TO SHARE THE TRANSFORMATIVE POWER OF MUSIC WITH THE WIDEST AUDIENCE 0 0 44840093 50000 20808158 ORCHESTRAL MUSIC PROGRAMS: THE PHILADELPHIA ORCHESTRA TOOK PART IN APPROXIMATELY 179 PERFORMANCE EVENTS THROUGHOUT THE YEAR: MAIN CLASSICAL SERIES (69), SPECIAL CONCERTS (28), FAMILY, SCHOOL AND COMMUNITY EVENTS (43) AND TOURS AND REGIONAL CONCERTS (39). THE PHILADELPHIA ORCHESTRA ALSO PROVIDED FREE VIRTUAL CONCERTS THROUGH ITS WEBSITE AND COMMUNITY ENGAGEMENT OFFERINGS. 44840093 1 1 0 1 0 0 0 0 0 1 1 0 0 1 1 1 0 1 0 0 1 0 0 1 1 0 0 1 0 1 0 0 0 1 0 0 0 0 1 0 0 0 1 1 1 1 0 0 1 303 0 1 537 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 14 13 1 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 0 0 0 AL AK AZ AR CA CT DC FL IL KS KY LA ME MD MA MI MN MO MS NH NJ NY NC ND OH OK OR PA RI SC TN UT VA WA WV WI X X MARIO MESTICHELLI 2158931900 300 SOUTH BROAD ST PHILADELPHIA PA 19102 MATIAS TARNOPOLSKY BOARD MEMBER/PRES AND CEO 20.00 30.00 X X 918657 0 154061 ANNE C EWERS BOARD MEMBER (THRU 12/23) 2.00 4.00 X 0 672321 8099 RALPH W MULLER CHAIR 5.00 15.00 X X 0 0 0 ROBERT CORRATO BOARD MEMBER 5.00 7.00 X 0 0 0 MARK S DICHTER BOARD MEMBER 5.00 7.00 X 0 0 0 JOHN FRY BOARD MEMBER (AS OF 01/24) 5.00 7.00 X 0 0 0 JULIA HALLER MD BOARD MEMBER 2.00 4.00 X 0 0 0 OSAGIE O IMASOGIE BOARD MEMBER 5.00 7.00 X 0 0 0 ERIKA H JAMES PHD BOARD MEMBER (AS OF 02/24) 5.00 7.00 X 0 0 0 BROOK LENFEST BOARD MEMBER 5.00 7.00 X 0 0 0 JAMI WINTZ MCKEON BOARD MEMBER 5.00 7.00 X 0 0 0 ELIZABETH MURPHY BOARD MEMBER (THRU 06/24) 5.00 7.00 X 0 0 0 SULAIMAN RAHMAN DIRECTOR (THRU 12/23) 2.00 4.00 X 0 0 0 CAROLINE B ROGERS BOARD MEMBER 2.00 14.00 X 0 0 0 ADRIENNE SIMPSON BOARD MEMBER 2.00 4.00 X 0 0 0 RICHARD B WORLEY BOARD MEMBER 5.00 7.00 X 0 0 0 MICHAEL ZISMAN BOARD MEMBER 2.00 6.00 X 0 0 0 RYAN FLEUR EXECUTIVE DIRECTOR/COO 40.00 10.00 X 440479 0 61061 MARIO MESTICHELLI BD MBR(NON-VOTING)/CFO/TREAS 20.00 30.00 X 368363 0 59311 MITCHELL BASSION SECRETARY 40.00 5.00 X 270303 0 35500 DAVID KIM CONCERT MSTR 38.00 2.00 X 459687 0 51043 RICARDO MORALES MUSICIAN 40.00 0.00 X 394898 0 45077 JENNIFER MONTONE RESSLER MUSICIAN 40.00 0.00 X 333349 0 45666 JEFFREY KHANER MUSICIAN 40.00 0.00 X 329621 0 46114 PHILIPPE TONDRE MUSICIAN 40.00 0.00 X 322623 0 24811 3837980 672321 530743 117 0 1 0 TRAV TOURS INC 71-703 HIGHWAY 111 SUITE 2E RANCHO MIRAGE CA 92270 TOUR MANAGEMENT 816795 OPUS 3 ARTISTS LLC 348 W 57TH ST SUITE 282 NEW YORK NY 10019 ARTIST MANAGEMENT 785651 MORGAN LEWIS & BOCKIUS LLP 2222 MARKET STREET PHILADELPHIA PA 19103 LEGAL 646175 FAEGRE DRINKER BIDDLE & REATH LLP ONE LOGAN SQUARE SUITE 2000 PHILADELPHIA PA 19103 LEGAL 578588 ALLIED GLOBAL MARKETING 101 HUNTINGTON AVE SUITE 515 BOSTON MA 02199 MARKETING AND ADVERTISING 494292 24 452110 2291008 466016 28347064 1917029 31556198 PHILADELPHIA CONCERTS 711130 11863988 11863988 TOUR CONCERTS 711130 2932108 2932108 SUMMER CONCERTS 711130 2846291 2846291 OUT OF TOWN CONCERTS 711130 1832860 1832860 EDUCATION CONCERTS 711130 219939 219939 19695186 6363352 32849 6330503 211475 211475 114364885 91191476 23173409 23173409 23173409 123972 452110 237358 -113386 -113386 SHARED SERVICES INCOME 711130 2411108 2411108 EQUITY EARNINGS IN JV 711130 489189 489189 MEDIA INCOME 711130 96643 96643 495186 495186 3492126 84378360 20776204 32849 32013109 50000 50000 4286846 1811557 2159657 315632 26334853 20516589 5214028 604236 2037424 1491933 468529 76962 2985702 1836900 1039038 109764 2025299 1422249 518051 84999 842721 834702 8019 175616 175616 80653 80653 105002 105002 35723 35723 2074289 522272 854426 697591 1335316 1334786 530 1089844 214609 730965 144270 2185209 2185209 180644 180644 3502617 2963050 538771 796 4739053 4432683 238402 67968 89954 1100 83241 5613 554422 554422 455225 189314 265911 ARTISTIC EXPENSES 6359812 6359812 BAD DEBT EXPENSE 751801 751801 MARKETING AND PROMOTION 693141 341613 351528 EQUIPMENT/MUSIC RENTAL 587368 587368 1245257 583614 228159 433484 64803791 44840093 17228179 2735519 117573 123534 15196446 15018722 20675128 19540662 4010159 2673518 80000 60000 300000 200000 1752834 1837568 14158658 9521069 4075014 4637589 153516926 175970591 0 0 323712 812901 14610931 13577391 214658723 234452476 3648267 4564222 5738798 5993361 15219949 14067177 24607014 24624760 X 8561000 8134000 181490709 201693716 190051709 209827716 214658723 234452476 X 19574569 832452 -631014 X 0 1 X 1 0 X 27595567 30999915 54851523 31511726 31556198 176514929 8571649 1777942 12182143 14711591 19695186 56938511 36167216 32777857 67033666 46223317 51251384 233453440 5382000 11684000 17367000 7575000 11667000 53675000 0 5382000 11684000 17367000 7575000 11667000 53675000 179778440 4914808 4681842 5032779 5768007 6574827 26972263 4914808 4681842 5032779 5768007 6574827 26972263 1773825 1221672 2435700 2912104 3120912 11464213 42855849 38681371 74502145 54903428 60947123 271889916 0.66120 0.72130 0.09920 0.08640 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: SHARED SERVICES INCOME - 2019 AMOUNT: $ 1,617,746. 2020 AMOUNT: $ 894,729. 2021 AMOUNT: $ 1,749,174. 2022 AMOUNT: $ 1,872,185. 2023 AMOUNT: $ 1,915,922. SPECIAL EVENT REVENUE - 2019 AMOUNT: $ 206,365. 2020 AMOUNT: $ 212,710. 2021 AMOUNT: $ 197,550. 2022 AMOUNT: $ 274,088. 2023 AMOUNT: $ 123,972. EQUITY EARNINGS JV-TICKET PHL - 2019 AMOUNT: $ -269,918. 2020 AMOUNT: $ -297,667. 2021 AMOUNT: $ 224,595. 2022 AMOUNT: $ 204,416. 2023 AMOUNT: $ 489,189. MISCELLANEOUS INCOME - 2019 AMOUNT: $ 219,632. 2020 AMOUNT: $ 411,900. 2021 AMOUNT: $ 264,381. 2022 AMOUNT: $ 561,415. 2023 AMOUNT: $ 591,829. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 0 0 0 1 80653 80653 0 PART II-B, LINE 1: THE PHILADELPHIA ORCHESTRA ASSOCIATION PAID CONSULTING FIRMS DUANE MORRIS AND MAVEN INC $48,153 AND $32,500 RESPECTIVELY DURING FISCAL YEAR ENDED AUGUST 31, 2024. THESE FIRMS WERE HIRED TO SOLICIT FUNDS FROM GOVERNMENTAL ENTITIES ON BEHALF OF THE PHILADELPHIA ORCHESTRA ASSOCIATION; HOWEVER, SINCE THESE FIRMS ENGAGE IN LOBBYING ACTIVITIES THAT INDIRECTLY BENEFIT THE ORCHESTRA, THE ORGANIZATION IS TAKING A PRUDENT COURSE AND DISCLOSING THESE FEES IN THE FORM 990. 153126075 5493700 26311314 9646270 175284819 143503680 4870795 14670938 9919338 153126075 164937959 12261481 -24959929 8735831 143503680 130850691 6893980 34049936 6856648 164937959 117055754 3398659 17372045 6975767 130850691 0.01000 0.99000 1 1 1 1747936 1041056 706880 731167 429910 301257 11368555 8050103 3318452 311000 311000 4637589 RIGHT OF USE LEASE ASSET 5570222 OTHER ASSETS 8007169 13577391 ACCRUED BENEFIT OBLIGATION 7609461 LEASE LIABILITY 5771945 457F DEFERRED COMP LIABILITY 685771 14067177 X 93140895 -1021926 221344 9361482 8560900 84579995 35723 -237358 -201635 84378360 70092512 221344 5103100 5324444 64768068 35723 35723 64803791 PART V, LINE 4: ENDOWMENT FUNDS THE PHILADELPHIA ORCHESTRA ASSOCIATION'S (ASSOCIATION) CONSOLIDATED AUDITED FINANCIAL STATEMENTS INCLUDE ENDOWMENT FUNDS THAT CONSIST OF ENDOWMENT ASSETS HELD BY THE ASSOCIATION AND ENDOWMENT ASSETS HELD IN TRUST AT PNC. THE FINANCIAL DATA REPORTED IN PART V OF SCHEDULE D EXCLUDES THAT OF THE TRUST SINCE THOSE ENDOWMENT FUNDS ARE SET UP AS A SEPARATE TRUST ORGANIZATION THAT REPORTS ITS OWN FORM 990. THE ENDOWMENT FUNDS, SET UP AS A TRUST, ARE HELD AND ADMINISTERED BY PNC BANK IN THE PHILADELPHIA ORCHESTRA ASSOCIATION ENDOWMENT (EIN: 23-6227203). THE ASSOCIATION'S BOARD OF TRUSTEES CAN DRAW DOWN REVENUE FROM THE TRUST PURSUANT TO THE APPLICATION OF THE BOARD APPROVED SPENDING POLICY IN ACCORDANCE WITH PENNSYLVANIA LAW AND SPECIFIC ELECTION BY THE BOARD. THE DRAW IS SUBJECT TO ALL DONOR IMPOSED RESTRICTIONS. THIS DRAW-DOWN IS REPRESENTED AS A CHARITABLE CONTRIBUTION FROM THE ENDOWMENT FUND ON THE ASSOCIATION'S FORM 990. THE VALUE OF THE TRUST ASSETS WAS $25,106,000 AND $22,936,000 IN FY24 AND FY23, RESPECTIVELY. PART X, LINE 2: FIN 48 (ASC 740) FOOTNOTE UNDER PROVISIONS OF THE INTERNAL REVENUE CODE, SECTION 501(C)(3), AND THE APPLICABLE INCOME TAX REGULATIONS OF PENNSYLVANIA, THE ASSOCIATION IS EXEMPT FROM TAXES ON INCOME OTHER THAN UNRELATED BUSINESS INCOME. THE ASSOCIATION RECOGNIZES OR DERECOGNIZES A TAX POSITION BASED ON A "MORE LIKELY THAN NOT" THRESHOLD. THIS APPLIES TO POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. THE ASSOCIATION DOES NOT BELIEVE ITS CONSOLIDATED FINANCIAL STATEMENTS INCLUDE ANY MATERIAL UNCERTAIN TAX POSITIONS. PART XI, LINE 2D - OTHER ADJUSTMENTS: SPENDING DRAW FROM POA TRUST ASSETS -1,294,618. REVENUES FROM ACADEMY OF MUSIC 1,498,446. INVESTMENT ACTIVITY - POA TRUST ENDOWMENT 5,395,008. INVESTMENT ACTIVITY - ACADEMY OF MUSIC 3,925,124. TRUST FEES -162,478. PART XI, LINE 4B - OTHER ADJUSTMENTS: SPECIAL EVENTS EXPENSE (RECLASS) -237,358. PART XII, LINE 2D - OTHER ADJUSTMENTS: ACADEMY OF MUSIC EXPENSES 4,328,558. SPECIAL EVENTS EXPENSE (RECLASS) 237,358. POSTRETIREMENT ADJUSTMENT 537,184. SCHEDULE D, PARTS XI/XII THE PHILADELPHIA ORCHESTRA ASSOCIATION PREPARES CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT INCLUDE THE OPERATION OF: ACADEMY OF MUSIC OF PHILADELPHIA, INC. ACADEMY OF MUSIC OF PHILADELPHIA ENDOWMENT TRUST PHILADELPHIA ORCHESTRA ASSOCIATION ENDOWMENT TRUST THE RECONCILIATION IN SCHEDULE D, PARTS XI AND XII REFLECTS A RECONCILIATION BACK TO THE ASSOCIATION'S ACTIVITIES WITHIN THOSE FINANCIAL STATEMENTS. 1 EUROPE (INCLUDING ICELAND & GREENLAND) PROGRAM SERVICES TOURING PERFORMANCES 2261142 EAST ASIA AND THE PACIFIC PROGRAM SERVICES TOURING PERFORMANCES 372042 NORTH AMERICA PROGRAM SERVICES TOURING PERFORMANCES 1115680 0 0 0 0 0 0 3748864 0 3748864 0 0 1 0 1 0 PART I, LINE 3: EXPENDITURES ARE ACCOUNTED FOR ON THE ACCRUAL BASIS OF ACCOUNTING IN THE ASSOCIATION'S AUDITED FINANCIAL STATEMENTS. X X X X X X X 1 DCM INC 330 W 38TH STREET NEW YORK NY 10018 TELEFUNDING 0 52252 43292 8960 RICHARD F BOHRER 7 BOLTON CT WILMINGTON DE 19810 CONSULTING 0 0 61710 -61710 52252 105002 -52750 AL AK AZ AR CA CT DC FL IL KS KY LA ME MD MA MI MN MO MS NH NJ NY NC ND OH OK OR PA RI SC TN UT VA WA WV WI OPENING NIGHT 127543 92619 34924 182993 54365 OPENING NIGHT 2 339539 257691 81848 1 109000 101800 7200 576082 452110 123972 182993 54365 237358 -113386 SCHEDULE G, PART IV, SUPPLEMENTAL INFORMATION SCHEDULE G, PART II EVENT #1: OPENING NIGHT IN SEPTEMBER 2023 MAJORITY OF REVENUE AND ALL EXPENSES CAPTURED BY THIS FORM 990; EVENT #2: OPENING NIGHT IN SEPTEMBER 2024, ONLY REVENUE COLLECTED BY AUGUST 2024 REFLECTED, ALL EXPENSES WILL BE REFLECTED ON THE YEAR ENDING AUGUST 2025 FORM 990; EVENT #3: GOLF EVENT, ONLY REVENUE COLLECTED BY AUGUST 2024 REFLECTED, ALL EXPENSES WILL BE REFLECTED ON THE YEAR ENDING AUGUST 2025 FORM 990. SCHEDULE G, PART IV, SUPPLEMENTAL INFORMATION ADDITIONAL INFORMATION IN ORDER TO PROVIDE FOR STAFF VACANCIES DURING THE YEAR IN THE DEVELOPMENT DEPARTMENT, INDEPENDENT CONTRACTORS WERE ENGAGED TO FILL THOSE ROLES. RICHARD F. BOHRER CONSULTING - GOVERNMENT AND FOUNDATION GRANT WRITER. 1 UNITED NEGRO COLLEGE FUND INC 1805 7TH STREET NW WASHINGTON DC 20001 131624241 501(C)(3) 50000 0 ENDOWED SCHOLARSHIP 1 0 PART I, LINE 2: GRANTS ARE MONITORED BY THE ORGANIZATION'S FINANCE DEPARTMENT. AN INTERNAL APPROVAL PROCESS IS IN PLACE, WHICH INCLUDES CONDUCTING DUE DILIGENCE TO ENSURE THE GRANTEE IS CAPABLE OF FULFILLING THE CHARITABLE PURPOSE OF THE GRANT. WRITTEN DOCUMENTATION OUTLINES THE GRANT'S CHARITABLE PURPOSE AND THE GRANTEE'S OBLIGATION TO USE THE FUNDS ACCORDINGLY. GRANTEES ARE REQUIRED TO SUBMIT EITHER AN ACKNOWLEDGEMENT LETTER OR, IN SOME CASES, A REPORT DETAILING HOW THE GRANT FUNDS WERE UTILIZED. X 1 0 X X X X X 0 1 0 0 0 1 0 1 0 MATIAS TARNOPOLSKY BOARD MEMBER/PRES AND CEO 716273 0 201880 0 504 0 119850 0 34211 0 1072718 0 0 0 ANNE C EWERS BOARD MEMBER (THRU 12/23) 0 287377 0 381854 0 3090 0 0 0 8099 0 680420 0 0 DAVID KIM CONCERT MSTR 456771 0 0 0 2916 0 14651 0 36392 0 510730 0 0 0 RYAN FLEUR EXECUTIVE DIRECTOR/COO 414975 0 25000 0 504 0 26400 0 34661 0 501540 0 0 0 RICARDO MORALES MUSICIAN 392931 0 0 0 1967 0 12338 0 32739 0 439975 0 0 0 MARIO MESTICHELLI BD MBR(NON-VOTING)/CFO/TREAS 342859 0 25000 0 504 0 26400 0 32911 0 427674 0 0 0 JENNIFER MONTONE RESSLER MUSICIAN 331718 0 0 0 1631 0 12237 0 33429 0 379015 0 0 0 JEFFREY KHANER MUSICIAN 326342 0 0 0 3279 0 16041 0 30073 0 375735 0 0 0 PHILIPPE TONDRE MUSICIAN 321446 0 0 0 1177 0 12249 0 12562 0 347434 0 0 0 MITCHELL BASSION SECRETARY 269974 0 0 0 329 0 22165 0 13335 0 305803 0 0 0 PART I, LINE 1A AS PART OF ITS INTERNATIONAL TOURING ACTIVITIES, THE PHILADELPHIA ORCHESTRA PERFORMED CONCERTS IN VARIOUS CITIES IN EUROPE AND CANADA IN FY24. FOR CERTAIN LEGS OF THE TOUR, THE ORGANIZATION CHARTED FLIGHTS FOR THE ENTIRE TOURING PARTY BETWEEN CITIES IN EUROPE. THIS IS DONE PRIMARILY BECAUSE COMMERCIAL FLIGHTS OFTEN CANNOT ACCOMMODATE THE ENTIRE TOURING PARTY, OR BECAUSE OF COST AND TIME CONSIDERATIONS STEMMING FROM A TIGHT CONCERT SCHEDULE. PART I, LINE 4B MATIAS TARNOPOLSKY, IS THE PRESIDENT/CEO OF THE PHILADELPHIA ORCHESTRA ASSOCIATION (POA). AS PART OF HIS EMPLOYMENT AGREEMENT, MR. TARNOPOLSKY PARTICIPATES IN A NONQUALIFIED DEFERRED COMPENSATION PLAN. AMOUNTS ARE CREDITED TO THE PLAN EACH YEAR AND PLAN BALANCES ARE SUBJECT TO FORFEITURE AND/OR PAYMENT IF CERTAIN CONDITIONS ARE MET. AMOUNTS ACCRUED UNDER THE PLAN IN THE CURRENT YEAR OF $93,450 ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). PART I, LINE 6 THE ASSOCIATION MADE ADDITIONAL PAYMENTS TO THE ORCHESTRA'S MUSICIANS, SOME OF WHICH ARE BOARD MEMBERS OR CERTAIN HIGHLY PAID EMPLOYEES PURSUANT TO LANGUAGE IN THE COLLECTIVE BARGAINING AGREEMENT EFFECTIVELY ALLOCATING A PORTION OF THE POSITIVE CHANGE IN UNRESTRICTED NET ASSETS FROM OPERATING ACTIVITIES AS ADDITIONAL PAY DURING CALENDAR YEAR 2023. PART I, LINE 7 CEO, MR. TARNOPOLSKY, HAS AN EMPLOYMENT CONTRACT CONTAINING A PERFORMANCE-BASED COMPENSATION DIRECTIVE THAT MAKES HIM ELIGIBLE TO RECEIVE A NON-FIXED PAYMENT IN ADDITION TO HIS BASE COMPENSATION. ALL ELEMENTS OF COMPENSATION INCLUDING THIS NON-FIXED PAYMENT ARE SUBJECT TO BOARD REVIEW AND APPROVAL. M TARNOPOLSKY PRES/CEO HOUSING RELOCATION X 250000 60000 0 1 1 Y NEZET-SEGUIN MUSIC DIRECTOR HOUSING RELOCATION X 400000 200000 0 1 1 260000 SCHEDULE L, PART II, LOANS TO AND FROM INTERESTED PERSONS: THE ASSOCIATION PROVIDED MATIAS TARNOPOLSKY A HOUSING RELOCATION LOAN IN THE AMOUNT OF $250,000. THE LOAN IS SECURED AND INTEREST BEARING AT 2.69%. IN FY22, THE LOAN WAS RESTRUCTURED AND THE BALANCE OF $100,000 IS REPAYABLE OVER FIVE YEARS. AS OF AUGUST 31, 2024, THE OUTSTANDING BALANCE ON THE LOAN WAS $60,000.THE ASSOCIATION PROVIDED YANNICK NEZET-SEGUIN A HOUSING RELOCATION LOAN IN THE AMOUNT OF $400,000. THE LOAN IS SECURED, INTEREST BEARING AT 2.69%, AND REPAYABLE OVER FOUR YEARS. AS OF AUGUST 31, 2024, THE OUTSTANDING BALANCE ON THE LOAN WAS $200,000. X 21 1890198 FMV X VIOLIN BOW 1 16000 EXPERT OPINION X FOOD 1 9000 FMV X KICKPLATE 1 1831 COST 0 1 1 PART I, LINE 32B: TO THE EXTENT THAT THE ORGANIZATION RECEIVES DONATIONS OF SECURITIES, ITS INVESTMENT BROKER/MANAGER IS TASKED WITH SELLING THOSE SECURITIES IN EXCHANGE FOR CASH. SCHEDULE M, PART I, COLUMN (B) NUMBER OF CONTRIBUTIONS THE ORGANIZATION IS REPORTING THE NUMBER OF CONTRIBUTIONS IN COLUMN (B). FORM 990, PART VI, SECTION A, LINE 2 BUSINESS/FAMILY RELATIONSHIPS THE PHILADELPHIA ORCHESTRA ASSOCIATION HAS SEVERAL BOARD MEMBERS WITH BUSINESS RELATIONSHIPS WITH EACH OTHER, AS FOLLOWS: BOARD MEMBERS MARK DICHTER AND JAMI WINTZ MCKEON HAVE A BUSINESS RELATIONSHIP FORM 990, PART VI, SECTION A, LINE 6 EFFECTIVE DECEMBER 2, 2021, THE BYLAWS OF THE PHILADELPHIA ORCHESTRA ASSOCIATION WERE AMENDED AND RESTATED TO REFLECT A NUMBER OF CHANGES COINCIDENT WITH THE CREATION OF THE PHILADELPHIA ORCHESTRA AND KIMMEL CENTER INC. (THE POKC). THE SOLE MEMBER OF THE ORCHESTRA WITHIN THE MEANING OF SECTION 5103(A) OF THE PENNSYLVANIA NONPROFIT CORPORATION LAW OF 1988 (THE NPCL) SHALL BE THE POKC. THE POKC SHALL HAVE THE RIGHT TO VOTE AND SHALL ACT THROUGH THE EXECUTIVE COMMITTEE OF ITS BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 7A SEE NARRATIVE UNDER FORM 990, PART VI, SECTION A, LINE 6 FORM 990, PART VI, SECTION A, LINE 7B SEE NARRATIVE UNDER FORM 990, PART VI, SECTION A, LINE 6 FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 WAS PREPARED BY A TAX ADVISOR IN CONJUNCTION WITH THE ORGANIZATION'S FINANCE DEPARTMENT. A FINAL COPY OF THE FORM 990 IS CIRCULATED TO THE BOARD BEFORE IT IS FILED. HOWEVER, SCHEDULE B IS REDACTED FROM THE FORM 990 BEFORE IT IS CIRCULATED TO THE BOARD TO PROTECT THE IDENTITY OF CERTAIN DONORS WHO WISH TO REMAIN ANONYMOUS. AS SUCH, THE ORGANIZATION HAS CHECKED 'NO' TO PART VI, QUESTION 11A. SCHEDULE B WILL BE MADE AVAILABLE TO THOSE BOARD MEMBERS WHO WISH TO INSPECT IT INDIVIDUALLY. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION MONITORS AND ENFORCES COMPLIANCE BY FOLLOWING THESE PROCEDURES: 1. ANY INTERESTED PERSON HAS A DUTY TO DISCLOSE THE TRANSACTION OR ARRANGEMENT; 2. THE INTERESTED PERSON PRESENTS THIS POTENTIAL CONFLICT OF INTEREST TO THE BOARD/COMMITTEE; 3. THE BOARD/COMMITTEE DETERMINES WHETHER THERE IS A CONFLICT OF INTEREST; 4. BOARD/COMMITTEE/INTERESTED PERSON FOLLOWS PREDETERMINED PROCEDURES TO ADDRESS THE ISSUE IF ONE EXISTS; 5. THE ABOVE WILL BE RECORDED IN THE MINUTES OF THE MEETINGS OF THE BOARD/COMMITTEE. EACH TRUSTEE, OFFICER AND MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS SHALL ANNUALLY RESPOND TO A QUESTIONNAIRE AND SIGN A STATEMENT WHICH AFFIRMS SUCH PERSON: A. HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, B. HAS READ AND UNDERSTANDS THE POLICY, C. HAS AGREED TO COMPLY WITH THE POLICY, D. UNDERSTANDS THE ORGANIZATION IS CHARITABLE AND IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES; AND E. PROVIDES SUCH INFORMATION AS THE POA REQUIRES TO PREPARE THE POA'S ANNUAL IRS FORM 990. BOARD MEMBERS WERE REQUESTED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE. THE REQUEST WAS MADE MULTIPLE TIMES, HOWEVER NOT ALL BOARD MEMBERS OR OFFICERS RESPONDED. THE ORGANIZATION FEELS THAT IT HAS MADE A REASONABLE EFFORT TO DISCLOSE EXISTING CONFLICTS OF INTEREST. FORM 990, PART VI, LINES 13 AND 14: PHILADELPHIA ORCHESTRA ASSOCIATION ESTABLISHED WHISTLEBLOWER AND DOCUMENT RETENTION POLICIES THAT ARE FOLLOWED BY THE ASSOCIATION, AS WELL AS ITS SUBSIDIARIES. FORM 990, PART VI, SECTION B, LINE 15 THE PHILADELPHIA ORCHESTRA ASSOCIATION UNDERTAKES A THOROUGH PROCESS TO ENSURE THAT THE EXECUTIVE COMPENSATION IT PAYS TO ITS TOP MANAGEMENT OFFICIALS AND ALL OF ITS OFFICERS AND KEY EMPLOYEES OF THE ASSOCIATION IS REASONABLE GIVEN THE MARKET IN WHICH THE ASSOCIATION OPERATES. IN RELEVANT PART, THE BOARD OF TRUSTEES HAS ESTABLISHED A COMPENSATION COMMITTEE OF INDEPENDENT PERSONS THAT HAVE NO PERSONAL INTEREST IN THE PROPOSED COMPENSATION AGREEMENTS. WITH RESPECT TO THE CEO, THE COMPENSATION COMMITTEE CHAIR AND SEVERAL OTHER INDEPENDENT MEMBERS OF THE BOARD, INCLUDING THE CHAIR OF THE BOARD, CONTRACTED WITH A SEARCH FIRM TO ASSIST IN THE IDENTIFICATION AND SELECTION OF THE CEO. THE OUTCOME OF THIS PROCESS, INCLUDING COMPARABLE COMPENSATION DATA, GATHERED BY MEMBERS OF THE COMMITTEE WAS PRESENTED TO THE FULL BOARD. APPLICABLE DOCUMENTS, EMAILS AND OTHER WRITINGS CREATED CONTEMPORANEOUSLY WERE USED AS THE BASIS FOR THE SELECTION AND COMPENSATION DECISIONS. WITH RESPECT TO HIRING AND COMPENSATION DECISIONS FOR OTHER OFFICERS AND KEY EMPLOYEES, THE CEO CONTRACTED WITH A SEARCH FIRM TO ASSIST IN THE IDENTIFICATION AND SELECTION OF THE KEY PERSONNEL. THERE IS ALSO A FULL-TIME HUMAN RESOURCES DEPARTMENT SUPPORTING THIS FUNCTION AND THE ASSOCIATION RECEIVES REGULAR COMPENSATION DATA IN CONNECTION WITH ITS ONGOING MEMBERSHIP IN THE LEAGUE OF AMERICAN ORCHESTRA SERVICE ORGANIZATION. THE OUTCOME OF THIS PROCESS, INCLUDING COMPARABLE COMPENSATION DATA, GATHERED BY THE CEO WITH THE ASSISTANCE OF THE SEARCH FIRM WAS DESCRIBED TO THE INDEPENDENT CHAIR OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE REVIEWS THE COMPENSATION OF OTHER OFFICERS AND KEY EMPLOYEES. APPLICABLE DOCUMENTS, EMAILS AND OTHER WRITINGS CREATED CONTEMPORANEOUSLY WERE USED AS THE BASIS FOR THE SELECTION AND COMPENSATION DECISIONS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS FORM 990 AND AUDITED FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC BY RETAINING A COPY AT ITS PLACE OF BUSINESS AND ON ITS WEBSITE AT WWW.PHILORCH.ORG. THE FORM 990 IS LIKEWISE PUBLISHED ON THE INTERNET AT WWW.GUIDESTAR.ORG. THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT ORDINARILY MADE AVAILABLE TO THE PUBLIC, BUT, IF REQUESTED, WILL BE PROVIDED AT MANAGEMENT'S DISCRETION. FORM 990, PART XI, LINE 9: POSTRETIREMENT ADJUSTMENT -544,725. OTHER -86,289. ORGANIZATIONAL INFORMATION THE PHILADELPHIA ORCHESTRA ASSOCIATION (POA) AND THE KIMMEL CENTER, INC. (KCI), AFTER RECEIVING A NO OBJECTION LETTER FROM THE PENNSYLVANIA ATTORNEY GENERAL DATED OCTOBER 15, 2021, ENTERED INTO A PARTNERSHIP AND AFFILIATION AGREEMENT ON OCTOBER 21, 2021 THAT WILL ENABLE POA AND KCI TO OPERATE IN A STRATEGICALLY ALIGNED AND COORDINATED MANNER IN ORDER TO CREATE A MORE POWERFUL AND EXPANSIVE ARTISTIC FOOTPRINT BY ESTABLISHING A NEW 501(C)(3) ORGANIZATION THE PHILADELPHIA ORCHESTRA AND KIMMEL CENTER, INC. (POKC) TO SERVE AS THE COMMON CONTROLLING MEMBER/PARENT OF POA AND KCI, WITH FULL REPRESENTATION FROM THE EXISTING POA AND KCI BOARDS. THE TRANSACTION WAS CLOSED ON DECEMBER 2, 2021, AND ASSOCIATED FILINGS WERE MADE ON DECEMBER 3, 2021. THE POA AND KCI WILL REMAIN SEPARATE LEGAL ENTITIES EACH OPERATING AS TAX-EXEMPT ORGANIZATIONS AND SHALL CONTINUE TO OPERATE IN ACCORDANCE WITH AND TO FURTHER ITS RESPECTIVE TAX-EXEMPT MISSION AND PURPOSES. EACH WILL MAINTAIN SEPARATE FINANCIAL STATEMENTS AND PERFORM AN ANNUAL AUDIT, NOTWITHSTANDING THAT THE PARTIES' FINANCIAL STATEMENTS MAY BE CONSOLIDATED WITH POKC'S. EACH OF THE ORCHESTRA AND THE KIMMEL CENTER SHALL CONTINUE TO HOLD, MANAGE, AND USE ITS ENDOWED AND OTHERWISE DONOR-RESTRICTED ASSETS (INCLUDING THOSE HELD BY ITS RESPECTIVE SUBORDINATE ORGANIZATIONS) CONSISTENT WITH THE RESTRICTIONS THAT APPLY TO SUCH ASSETS AND PURSUANT TO THE TERMS OF THEIR RESPECTIVE GIFT INSTRUMENTS. PHILADELPHIA ORCHESTRA EDUCATION SUPPORT LLC 300 SOUTH BROAD ST PHILADELPHIA PA 19102 841799546 FACILITATE DONORS WITH EDUCATIONAL IMPROVEMENT TAX CREDIT PA 0 0 PHILADELPHIA ORCHESTRA ASSOCIATION PHILADELPHIA ORCHESTRA ASSOC ENDOWMENT 1600 MARKET STREET- TAX DEPT PHILADELPHIA PA 19103 236227203 SUPPORTING PA 501(C)(3) LINE 12A, I POA 1 THE ACADEMY OF MUSIC PHILADELPHIA INC 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 231501159 RESTORATION PA 501(C)(3) LINE 12A, I POA 1 KIMMEL CENTER INC 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 232865855 PERFORMING ARTS PA 501(C)(3) LINE 7 POKC 0 THE PHILADELPHIA ORCHESTRA AND KIMMEL CENTER INC 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 874303823 ORCHESTRA MGMT PA 501(C)(3) LINE 7 N/A 0 TICKET PHILADELPHIA 300 SOUTH BROAD ST PHILADELPHIA PA 19102 455625606 TICKET SALES PA KIMMEL CENTER RELATED 391963 3337846 0 1 0.29320 1 0 1 0 0 0 0 0 0 0 0 1 0 1 1 0 1 0 1 PHILADELPHIA ORCHESTRA ENDOWMENT FUND C 1294618 FMV THE ACADEMY OF MUSIC OF PHILADELPHIA INC S 19532 FMV THE ACADEMY OF MUSIC OF PHILADELPHIA INC A 225593 COST