2014-11-11T09:08:34-06:00 2013-12-31 420714325 MCGLADREY LLP 751 ARBOR WAY SUITE 200 BLUE BELL PA 19422 990 2013-01-01 236000149 THE BARNES FOUNDATION BARN 2152787000 2025 BENJAMIN FRANKLIN PARKWAY PHILADELPHIA PA 19130 MARGARET B ZMINDA EXECUTIVE VP, CFO AND COO 2152787000 2014-11-10 1 CHRISTOPHER M PEKULA P00734965 2156418600 2014-11-10 2013 2015-11-30 17:44:51Z MARGARET B ZMINDA 2025 BENJAMIN FRANKLIN PARKWAY PHILADELPHIA PA 19130 31510061 0 X WWW.BARNESFOUNDATION.ORG X EDUCATIONAL INSTITUTION 1922 PA TO PROMOTE THE ADVANCEMENT OF EDUCATION AND THE APPRECIATION OF THE FINE ARTS AND HORTICULTURE. TO MAINTAIN AN ART GALLERY CONTAINING WORKS OF ANCIENT AND MODERN ART, AS WELL AS AN ARBORETUM. 14 14 209 293 302149 -1459 28689357 8904566 3844563 5984747 1375429 1349741 -1901233 1356699 32008116 17595753 0 0 0 0 6873537 8372276 752904 213559 2917894 14418363 14698305 22044804 23284140 9963312 -5688387 210496936 207803120 2815952 2181001 207680984 205622119 X TO PROMOTE THE ADVANCEMENT OF EDUCATION AND THE APPRECIATION OF THE FINE ARTS AND HORTICULTURE. TO MAINTAIN AN ART GALLERY CONTAINING WORKS OF ANCIENT AND MODERN ART, AS WELL AS AN ARBORETUM. 0 0 4614425 31280 THE FOUNDATION ENGAGES IN AN ACTIVE PROGRAM OF COLLECTION CARE AND CONSERVATION OF OVER 8,000 WORKS OF FINE AND DECORATIVE ARTS IN ITS COLLECTION, INCLUDING PAINTINGS, FRAMES, WORKS ON PAPER, FURNITURE AND DECORATIVE METALWORK. IN ADDITION, THE FOUNDATION CONTINUED ITS TEMPORARY EXHIBITION PROGRAM IN 2013, PRESENTING THE CONCLUSION OF ITS ARCHIVAL EXHIBITION ENTITLED ENSEMBLE, REGARDING THE COLLECTING AND AESTHETIC THEORIES OF ALBERT BARNES; AND AN EXHIBITION OF THE CONTEMPOARY ARTIST, ELLSWORTH KELLY, WHICH WAS VISITED BY APPROXIMATELY 50,000 VISITORS DURING THE RUN OF THE SHOW. THE FOUNDATION CONDUCTS ONGOING SCHOLARSHIP AND RESEARCH ON OBJECTS AND WORKS OF ART IN THE COLLECTION, AS WELL AS THE HISTORY OF THE ORGANIZATION AND ITS FOUNDERS. AS PART OF ITS COLLECTION CARE AND EDUCATION ACTIVITIES, THE FOUNDATION HAS A ROBUST PUBLICATIONS PROGRAM, WHICH PUBLISHED A CATALOGUE TO ACCOMPANY THE ELLSWORTH KELLY EXHIBITION IN 2013, AND HAD FOUR BOOKS UNDER DEVELOPMENT. THE FOUNDATION ALSO MAINTAINS AND OPERATES AN ARCHIVE CONTAINING THE PAPERS OF DR. BARNES AND OTHER RECORDS AND DOCUMENTATION RELATED TO THE HISTORY OF THE ORGANIZATION. THE ARCHIVE, AS WELL AS THE LIBRARIES ARE MADE AVAILABLE TO THE FOUNDATION'S STUDENTS, DOCENTS AND OUTSIDE SCHOLARS AND RESEARCHERS. IN ADDITION, THE FOUNDATION MAINTAINS A 12 ACRE ARBORETUM, FEATURING A LIVING COLLECITON OF 3,000 RARE PLANT SPECIES AND 31 "STATE CHAMPION" TREES. IN 2013, 335 SPECIES WERE ADDED TO THE LIVING COLLECTION. A PORTION OF THE COLLECITON CARE EXPENSES REFLECTS A PRO-RATA PORTION OF THE DEPRECIATION ON THE NEW BUILDING, OCCUPIED SINCE 2012, WHICH SIGNIFICANTLY IMPROVED THE QUALITY OF THE FACILITY THAT HOUSES THE ART COLLECTION, INCLUDES A STATE-OF-THE-ART PAINTINGS CONSERVATION LAB AND A LIBRARY ACCESSIBLE TO THE PUBLIC. 4465821 5739408 THE FOUNDATION'S ART GALLERY IS OPENED TO THE PUBLIC SIX DAYS PER WEEK, WITH VISITATION IN 2013 OF 300,000 VISITORS, INCLUDING OVER 21,000 MEMBERS. A GALLERY SHOP IS OPERATED IN CONNECTION WITH THE PUBLIC VISITATION AND SELLS REPRODUCTIONS, BOOKS AND OTHER ITEMS RELATED TO THE ART COLLECTION AND ARBORETUM. THE ARBORETUM WAS NOT OPEN TO THE PUBLIC IN 2013. THE EXPESES REFLECTS A PRO-RATA SHARE OF THE DEPRECIATION OF THE NEW BUILDING OCCUPIED SINCE MAY 2012, WHICH HAS ALLOWED THE FOUNDATION TO GREATLY INCREASE PUBLIC ACCESS TO THE COLLECTION. 1711138 214059 THE FOUNDATION SPONSORS A THREE-YEAR CERTIFICATE PROGRAMS IN ART APPRECIATION AND AESTHETICS, AND A SEPARATE THREE-YEAR CERTIFICATE PROGRAM IN HORTICULTURE, AS WELL AS SPECIAL WORKSHOPS AND EDUCATIONAL PUBIC PROGRAMS. THE FOUNDATION, IN COLLABORATION WITH THE SCHOOL DISTRICT OF PHILADELPHIA, HAS DEVELOPED AN OUTREACH PROGRAM TO KINDERGARTEN THROUGH EIGHTH GRADE PUBLIC SCHOOL CLASSES THAT COMBINES IN-CLASS LEARNING LED BY FOUNDATION EDUCATORS WITH A STRUCTURED TOUR OF THE FOUNDATION'S ART COLLECTION, WHICH DEVELOPS STUDENTS' ART APPRECIATION AND REINFORCES READING COMPREHENSION, MATH, SCIENCE, HISTORY, AND SOCIAL STUDIES, DEPENDING ON THE GRADE LEVEL; THIS PROGRAM SERVED APPROXIMATELY 7,500 PHILADELPHIA SCHOOL CHILDREN IN 2013. THE FOUNDATION ALSO PROVIDES DOCENT-LED TOURS FOR SCHOOL GROUPS (KINDERGARTEN THROUGH UNDERGRADUATE PROGRAM) DURING THE ACADEMIC YEAR WHICH SERVED AN ADDITIONAL 2,500 STUDENTS IN 2013. IN ADDITION, THE FOUNDATION HAS DEVELOPED EDUCATIONAL FAMILY PROGRAMS, OFFERING 89 PROGRAMS IN 2013 WHICH SERVED 3,263 ATTENDEES. EDUCATION PROGRAM EXPENSES REFLECTS A PRO-RATA SHARE OF THE DEPRECIATION OF THE NEW BUILDING, OCCUPIED SINCE 2012, WHICH HAS INCREASED THE SPACE AND IMPROVED THE FACILITIES AVAILABLE FOR EDUCATIONAL PROGRAMING, INCLUDING CLASSROOMS WITHIN THE ART GALLERIES, SEMINAR ROOMS, AND A STATE-OF-THE-ART AUDITORIUM. 1380837 62169 THE FOUNDATION OPENED ITS NEW FACILITY IN PHILADELPHIA TO THE PUBLIC IN MAY 2012. THESE EXPENSES REPRESENT COSTS TO COMPLETE ADDITIONAL PROJECTS RELATED TO THE NEW FACILITY. 1380837 62169 12172221 1 1 0 0 0 0 0 1 0 1 1 0 0 0 0 1 1 0 1 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 86 0 1 209 1 1 1 0 0 0 0 1 1 0 0 0 0 X 14 14 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA CT DE DC FL IL MA MD NJ NY PA VA X MARGARET B ZMINDA 2152787000 2025 BENJAMIN FRANKLIN PARKWAY PHILADELPHIA PA 19130 DR BERNARD C WATSON CHAIRMAN 1.00 X 0 0 0 JOSEPH NEUBAUER VICE CHAIRMAN 1.00 X 0 0 0 SHELDON M BONOVITZ ESQ TRUSTEE 1.00 X 0 0 0 THE HONORABLE JACQUELINE F ALLEN SECRETARY 1.00 X 0 0 0 STEPHEN J HARMELIN ESQ TREASURER 1.00 X 0 0 0 ANDRE V DUGGIN TRUSTEE 1.00 X 0 0 0 AILEEN KENNEDY ROBERTS TRUSTEE 1.00 X 0 0 0 DR NEIL L RUDENSTINE TRUSTEE 1.00 X 0 0 0 DR BRENDA T THOMPSON TRUSTEE 1.00 X 0 0 0 RAJIV SAVARA TRUSTEE (1/1/13-12/6/13) 1.00 X 0 0 0 DONN G SCOTT TRUSTEE (1/1/13-12/6/13) 1.00 X 0 0 0 DR ERNEST C LEVISTER JR TRUSTEE 1.00 X 0 0 0 DR KHALIL GIBRAN MUHAMMAD TRUSTEE 1.00 X 0 0 0 THOMAS K WHITFORD TRUSTEE 1.00 X 0 0 0 TORY BURCH TRUSTEE 1.00 X 0 0 0 DANIEL DILELLA TRUSTEE 1.00 X 0 0 0 DEREK A GILLMAN EXECUTIVE DIRECTOR & PRES. 40.00 X 346189 0 15660 MARGARET B ZMINDA EXECUTIVE VP, CFO AND COO 40.00 X 179694 0 21680 SARA GEELAN GENERAL COUNSEL AND ASST SECRETARY 40.00 X 88353 0 7690 DIANA D DUNCAN SR VP, EXTERNAL AFFAIRS 40.00 X 261483 0 18748 JAN ROTHSCHILD SVP FOR COMMUNICATIONS 40.00 X 199741 0 22512 WILLIAM W MCDOWELL SR BUILDING PROJ. EXEC. 40.00 X 192644 0 11358 LINDA SCRIBNER PASKIN DIRECTOR OF MAJOR GIFTS 40.00 X 182193 0 5989 MARK R MILLS SR. DIR OF EXT AFFAIRS FOR 40.00 X 113334 0 10412 STEVEN BRADY DIRECTOR OF INFORMATION TECHNOLOGY 40.00 X 108651 0 17217 VINCENT D'ANTONIO SNR DIR OF OPERATIONS & GROUNDS 40.00 X 110208 0 2555 1782490 0 133821 9 0 1 0 ALLIED BARTON SECURITY PO BOX 828854 PHILADELPHIA PA 19182 SECURITY SERVICES 1455051 LF DRISCOLL 9 PRESIDENTIAL BLVD BALA CYNWYD PA 19004 CONSTRUCTION AND MANAGEMENT 684014 ELLIOTT LEWIS 2900 BLACK LAKE PLACE PHILADELPHIA PA 19154 FACILITIES MANAGEMENT 475162 TEAM CLEAN 4747 SOUTH BROAD STREET BUILDING 1 PHILADELPHIA PA 19112 JANITORIAL SERVICES 404806 THE LUKENS GROUP 2800 SHIRLINGTON ROAD 9TH FLOOR ARLINGTON VA 222063613 CONSULTING SERVICES 269373 25 37315 8867251 8904566 ADMISSION, AUDIO RENTALS 900099 5739408 5739408 EDUCATION 611600 214059 214059 PUBLICATIONS 900004 31280 31280 5984747 1187434 1187434 13131574 12969267 162307 162307 162307 2205027 945041 1259986 302149 957837 MISCELLANEOUS INCOME 900099 62169 62169 LICENSING & MERCHANDISING 900099 34544 34544 96713 17595753 6046916 302149 2342122 X 1707500 1115341 592159 5394037 2786220 1878969 728848 89127 50711 28440 9976 662826 375139 182209 105478 518786 248275 182743 87768 141545 26214 115331 49245 49245 213559 213559 286666 286666 3822522 2387414 965936 469172 369499 369499 681576 107569 337816 236191 237902 132256 71117 34529 1866386 927724 693656 245006 128647 59076 52917 16654 23509 8406 10468 4635 5566017 3993162 1572855 485442 202284 283158 CREDIT CARD FEES 351382 257504 29485 64393 MISCELLANEOUS 262497 125341 46031 91125 SUPPLIES 255673 115427 121845 18401 EQUIPMENT RENTAL 169797 169797 23284140 12172221 8194025 2917894 106175 296593 13402671 14815897 21103546 12839942 59218 61938 713998 860260 347118 677483 140772059 17789949 127955276 122982110 40141807 48661474 6667127 6607423 210496936 207803120 2815952 2181001 2815952 2181001 X 139094753 133639945 34873564 25400841 33712667 46581333 207680984 205622119 210496936 207803120 -5688387 3629522 0 X X 0 1 X 1 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 5775386 X X X X EDUCATION 0 36075517 12868666 4109378 1685942 51367619 23985525 10629469 2682831 1222308 36075517 8241195 16555338 40742 851750 23985525 3718087 4118500 700433 295825 8241195 3607301 224833 20820 134867 3718087 0.00000 0.90680 0.09320 1 0 176389 176389 136024822 14716412 121308410 602938 334534 268404 3967910 2739003 1228907 122982110 X 22023621 3629522 139971 945041 4714534 17309087 286666 286666 17595753 24082486 139971 945041 1085012 22997474 286666 286666 23284140 PART III, LINE 1A: THE FOUNDATION OWNS A COLLECTION OF PAINTINGS, SCULPTURES, ANTIQUES AND OTHER OBJECTS OF ART. SUBSTANTIALLY ALL OF THE COLLECTION OBJECTS WERE DONATED TO THE FOUNDATION BY ITS FOUNDER AND ARE RECORDED AT A $1 NOMINAL VALUE IN ACCORDANCE WITH A RESOLUTION OF THE BOARD OF TRUSTEES. THE FOUNDATION HAS DETERMINED THAT IT IS NOT PRACTICAL TO ESTABLISH A FAIR VALUE OF THE FOUNDER'S ORIGINAL CONTRIBUTION BECAUSE RECORDS OF THE FAIR VALUE AT THE DATE OF THE CONTRIBUTION ARE UNRELIABLE OR DO NOT EXIST. PART III, LINE 4: THE FOUNDATION'S COLLECTIONS INCLUDE WORKS OF ANCIENT AND MODERN ART AND A SIGNIFICANT COLLECTION OF LIVING SPECIMENS OF TREES, PLANTS AND FLOWERS. THE WORKS OF ART THAT ARE DISPLAYED IN THE FOUNDATION'S GALLERY ARE AVAILABLE FOR VISITATION BY THE PUBLIC AND ARE ALSO USED TO CONDUCT EDUCATIONAL ACTIVITIES TO TEACH THE PRINCIPLES OF ART APPRECIATION ESTABLISHED BY ITS FOUNDER. THE LIVING COLLECTIONS ARE USED IN THE FOUNDATION'S PROGRAMS TO TEACH PRICIPLES OF AESTHETIC APPEAL OF PLANTS COMBINED WITH A BASE IN BOTANY, HORTICULTURE AND LANDSCAPE DESIGN. PART V, LINE 4: THE INCOME FROM THE FOUNDATION'S PERMANENTLY RESTRICTED ENDOWMENT FUNDS ARE INTENDED TO SUPPORT THE FOUNDATION'S PROGRAM OF COLLECTIONS AND COLLECTION CARE, EDUCATION AND UNRESTRICTED OPERATING COSTS. PART X, LINE 2: THE FOUNDATION IS GENERALLY EXEMPT FROM FEDERAL INCOME TAXES UNDER THE PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. IN ADDITION, THE FOUNDATION QUALIFIES FOR CHARITABLE CONTRIBUTION DEDUCTIONS AND HAS BEEN CLASSIFIED AS AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION. INCOME WHICH IS NOT RELATED TO EXEMPT PURPOSES, LESS APPLICABLE DEDUCTIONS, IS SUBJECT TO FEDERAL AND STATE CORPORATE INCOME TAXES. THE FOUNDATION PAID NET UNRELATED BUSINESS INCOME TAXES OF $7,214 IN 2013 AND $0 IN 2012. MANAGEMENT HAS EVALUATED THE FOUNDATION'S TAX POSITIONS AND CONCLUDED THAT THE FOUNDATION HAD TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENTS. CONSEQUENTLY, NO ACCRUAL FOR INTEREST AND PENALTIES WAS DEEMED NECESSARY FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012. THE FOUNDATION FILES INCOME TAX RETURNS IN THE U.S. FEDERAL JURISDICTION. GENERALLY, THE FOUNDATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2010. PART XI, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 945,041. PART XI, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT EXPENSE 286,666. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 945,041. PART XII, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT EXPENSE 286,666. 1 1 1 1 1 1 1 0 0 0 0 0 0 0 0 1 0 1 SCHEDULE E, PART I, LINE 3 ON NOVEMBER 12, 2010, THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES OF THE BARNES FOUNDATION FORMALLY REAFFIRMED THE FOUNDATION'S COMMITMENT TO PROVIDING EQUAL OPPORTUNITIES AND A POLICY OF NONDISCRIMINATION ON THE BASIS OF RACE, COLOR, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, RELIGION, CREED, NATIONAL OR ETHNIC ORIGIN, CITIZENSHIP STATUS, AGE, DISABILITY, VETERAN STATUS OR ANY OTHER LEGALLY PROTECTED CLASS STATUS IN THE ADMINISTRATION OF ITS EDUCATIONAL PROGRAM ADMISSIONS, FINANCIAL AID, OR ANY OTHER BARNES FOUNDATION-ADMINISTERED EDUCATIONAL ACTIVITY OR RELATED EMPLOYMENT PRACTICES. THIS POLICY HAS BEEN PUBLICLY DISSEMINATED AND PUBLICIZED IN BARNES FOUNDATION MATERIALS, AS APPROPRIATE, TO ALL COMMUNITIES SERVED BY THE BARNES FOUNDATION. SCHEDULE E, PART I, LINE 6 THE ORGANIZATION RECEIVES GRANTS FROM THE PENNSYLVANIA COUNCIL ON THE ARTS FOR $37,135. X X X 0 THE LUKENS GROUP 2800 SHIRLINGTON ROAD 9TH FLOOR ARLINGTON VA 22206 PROVIDES DATA BASE CONSULTING FOR DIRECT MAIL, TELEPHONE AND 0 293547 269373 24174 SD&A TELESERVICES INC 5757 W CENTURY BLVD LOS ANGELES CA 90045 PROVIDES DATA BASE CONSULTING FOR TELEPHONE 0 33315 21686 11629 326862 291059 35803 CT DC FL IL MA MD NJ NY PA VA X 0 1 X 0 0 0 0 0 0 0 0 0 DEREK A GILLMAN EXECUTIVE DIRECTOR & PRES. 290439 0 55750 0 0 0 0 0 15660 0 361849 0 0 0 MARGARET B ZMINDA EXECUTIVE VP, CFO AND COO 179694 0 0 0 0 0 5769 0 15911 0 201374 0 0 0 DIANA D DUNCAN SR VP, EXTERNAL AFFAIRS 221483 0 40000 0 0 0 16559 0 2189 0 280231 0 0 0 JAN ROTHSCHILD SVP FOR COMMUNICATIONS 199741 0 0 0 0 0 6491 0 16021 0 222253 0 0 0 WILLIAM W MCDOWELL SR BUILDING PROJ. EXEC. 142644 0 50000 0 0 0 3554 0 7804 0 204002 0 0 0 LINDA SCRIBNER PASKIN DIRECTOR OF MAJOR GIFTS 162193 0 20000 0 0 0 4946 0 1043 0 188182 0 0 0 PART I, LINE 1A THESE PAYMENTS ARE RELATED TO THE PRESIDENT'S EMPLOYMENT CONTRACT. ARAMARK CORPORATION A TRUSTEE OF THE BARNES FDTN SERVES AS CHAIRMAN OF THE BOARD OF ARAMARK 397307 THE BARNES FOUNDATION HAS RETAINED ARAMARK CORP FOR VARIOUS FOOD SERVICES. CONSISTENT WITH THE CONFLICT OF INTEREST POLICY ESTABLISHED BY THE BARNES FOUNDATION, THE INTERESTED PERSON WAS EXCLUDED FROM PARTICIPATION IN ANY AND ALL DISCUSSIONS REGARDING THE DECISION TO RETAIN ARAMARK CORP. THE SELECTION OF ARAMARK CORP AS A FOOD SERVICE PROVIDER WAS MADE PURSUANT TO A COMPETITIVE BIDDING PROCESS LED BY AN INDEPENDENT CONSULTANT, AND APPROVED BY THE BOARD OF TRUSTEES, WITH THE INTERESTED PERSON RECUSED FROM PARTICIPATION. PAYMENTS REFLECTED IN LINE 1 ABOVE CONSIST OF COMMISSIONS PAID TO THE BARNES FOUNDATION BY ARAMARK CORPORATION ON CATERING REVENUES. 0 ARAMARK CORPORATION A TRUSTEE OF THE BARNES FDTN SERVES AS CHAIRMAN OF THE BOARD OF ARAMARK 229545 TRANSACTIONS AND PROCESS AS ABOVE. PAYMENTS REFLECTED IN LINE 2 ABOVE CONSIST OF AMOUNTS PAID TO ARAMARK CORP. BY BARNES FOUNDATION FOR CATERING AND RESTAURANT SERVICES. 0 FORM 990, PART VI, SECTION A, LINE 4 THE FOUNDATION AMENDED ITS BY-LAWS TO ELIMINATE REFERENCES TO THE PROCESS BY WHICH THE FOUNDATION'S BOARD OF TRUSTEES WOULD GROW FROM 5 TO 15, AS THAT PROCESS HAD BEEN COMPLETED. ADDITIONALLY, THE BY-LAWS WERE REVISED TO INCLUDE DESCRIPTIONS OF THE ROLES AND RESPONSIBILITIES OF SEVERAL STANDING COMMITTEES, INCLUDING AN AUDIT COMMITTEE, AND OF THE OFFICERS OF THE FOUNDATION. FINALLY, THE REVISIONS INCLUDED UPDATES TO THE SECTIONS ON CONFLICTS OF INTEREST, AND LIMITATION OF LIABILITY AND INDEMNIFICATION OF TRUSTEES. FORM 990, PART VI, SECTION B, LINE 11 THE BARNES FOUNDATION 990 IS PREPARED BY AN INDEPENDENT FIRM AND A DRAFT IS PRESENTED TO THE EXECUTIVE VICE PRESIDENT, CFO AND COO (A MEMBER OF MANAGEMENT) FOR FINAL REVIEW. THE 990 IS THEN FINALIZED BY THE INDEPENDENT FIRM AND THE BARNES FOUNDATION SUBMITS THE DRAFT 990 FOR REVIEW TO ALL BOARD MEMBERS PRIOR TO FILING AND THEN SUBMITS FORM 990 TO THE IRS. FORM 990, PART VI, SECTION B, LINE 12C IN ADDITION TO REQUIRING EACH TRUSTEE, OFFICER AND KEY EMPLOYEE TO MAKE A DISCLOSURE OF ANY POSSIBLE PERSONAL, FAMILIAL, OR BUSINESS RELATIONSHIP THAT COULD GIVE RISE TO A CONFLICT OF INTEREST OR THE APPEARANCE OF A CONFLICT OF INTEREST, THE FOUNDATION'S CONFLICT OF INTEREST POLICY ALSO REQUIRES THE DISCLOSURE OF ANY CHANGE OF CIRCUMSTANCE THAT WOULD GIVE RISE TO CONFLICTS CONCERNS. MOREOVER, THE FOUNDATION HAS ADOPTED A WHISTLEBLOWER POLICY DESIGNED TO ENCOURAGE PROMPT DISCLOSURE BY TRUSTEES, OFFICERS AND EMPLOYEES OF ANY UNLAWFUL OR IMPROPER BEHAVIOR OR TRANSACTIONS, INCLUDING THOSE THAT RAISE POTENTIAL CONFLICT OF INTEREST CONCERNS. EACH YEAR ALL DIRECTORS, OFFICERS, TRUSTEES AND KEY EMPLOYEES ARE REMINDED OF THEIR OBLIGATIONS TO COMPLY WITH THE CONFLICT ON INTEREST POLICY AT THE ORGANIZATION'S ANNUAL MEETING AND PERIODICALLY AT OTHER TIMES DURING THE YEAR. FORM 990, PART VI, SECTION B, LINE 15 THE BARNES FOUNDATION PERFORMS A REVIEW OF COMPENSATION AND BENEFITS PACKAGES (INCLUDING FRINGE, RETIREMENT AND SEVERANCE BENEFITS) FOR KEY EMPLOYEES AT THE TIME OF HIRE. THIS REVIEW RELIES UPON COMPARABILITY DATA TO DETERMINE WHETHER THE COMPENSATION ARRANGEMENT IN ITS ENTIRETY IS REASONABLE. FOR THIS PURPOSE, APPROPROPRIATE AND RELEVANT INFORMATION INCLUDES COMPENSATION PAID BY SIMILIARLY SITUATED TAX-EXEMPT AND TAXABLE ORGANIZATIONS FOR FUNCTIONALLY COMPARABLE POSITIONS. THIS REVIEW ALSO TAKES INTO ACCOUNT THE SIZE, REVENUE, GEOGRAPHIC LOCATION, STRUCTURE AND COMPLEXITY OF THE ORGANIZATION. THE SALARY AND BENEFITS FOR THE EXECUTIVE DIRECTOR AND PRESIDENT ARE DETERMINED PURSUANT TO AN EMPLOYMENT AGREEMENT. IN ADDITION, IN 2013, AN INDEPENDENT HUMAN RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES REVIEWED THE SALARIES OF THE EXECUTIVE DIRECTOR, OFFICERS, KEY EMPLOYEES AND HIGHEST COMPENSATED EMPLOYEES FOR 2013 AND 2014, CONSIDERING COMPARABILITY DATA AND A REPORT OF AN INDEPENDENT COMPENSATION CONSULTANT. FORM 990, PART VI, SECTION C, LINE 19 THE BARNES FOUNDATION'S BY-LAWS, CHARTER, FINANCIAL STATEMENTS AND CERTAIN OTHER GOVERNING DOCUMENTS (E.G., CONFLICT OF INTEREST POLICY), ARE AVAILABLE FOR REVIEW UPON REQUEST, DIRECTED TO THE FOLLOWING: GENERAL COUNSEL (A MEMBER OF MANAGEMENT), BARNES FOUNDATION, 2025 BENJAMIN FRANKLIN PARKWAY, PHILADELPHIA, PA 19130 FORM 990, PART IX, LINE 11G FEES FOR SERVICES (OTHER-SECURITY): PROGRAM SERVICE EXPENSES 993,153. MANAGEMENT AND GENERAL EXPENSES 497,631. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,490,784. FEES FOR SERVICES (OTHER): PROGRAM SERVICE EXPENSES 1,394,261. MANAGEMENT AND GENERAL EXPENSES 468,305. FUNDRAISING EXPENSES 469,172. TOTAL EXPENSES 2,331,738. FORM 990, PART XII, LINE 2C: THERE IS NO CHANGE TO THIS PROCESS FROM THE PRIOR YEAR.