2024-07-12T12:13:43-05:00 2023-08-31 991856619 GRANT THORNTON ADVISORS LLC 2001 MARKET STREET SUITE 700 PHILADELPHIA PA 19103 990 2022-09-01 231352289 PHILADELPHIA ORCHESTRA ASSOCIATION PHIL 2158931900 ONE SOUTH BROAD STREET 14TH FLOOR PHILADELPHIA PA 19107 MARIO MESTICHELLI CFO/ TREASURER 2158931900 2024-07-12 1 MARIO MESTICHELLI 999009999 1 RUSSLEE ARMSTRONG P00288383 2155614200 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z MATIAS TARNOPOLSKY ONE SOUTH BROAD STREET 14TH FLOOR PHILADELPHIA PA 19107 68678737 0 X WWW.ENSEMBLEARTSPHILLY.ORG X 1903 PA TO SHARE THE TRANSFORMATIVE POWER OF MUSIC WITH THE WIDEST AUDIENCE. 15 13 463 450 0 1458 54851523 31511726 12182143 14711591 7274668 6253459 2467660 2744063 76775994 55220839 0 500000 0 0 33171959 34592166 158170 130158 2967895 20292059 22735899 53622188 57958223 23153806 -2737384 197766914 214658723 17440334 24607014 180326580 190051709 TO SHARE THE TRANSFORMATIVE POWER OF MUSIC WITH THE WIDEST AUDIENCE. 0 0 40236450 500000 15477422 ORCHESTRAL MUSIC PROGRAMS: THE PHILADELPHIA ORCHESTRA TOOK PART IN APPROXIMATELY 181 PERFORMANCE EVENTS THROUGHOUT THE YEAR: MAIN CLASSICAL SERIES (71), SPECIAL CONCERTS (21), FAMILY, SCHOOL AND COMMUNITY EVENTS (43) TOURS AND REGIONAL CONCERTS (46) AND DIGITAL STAGE CONCERTS OFFERED THROUGH ONLINE STREAMING. THE PHILADELPHIA ORCHESTRA ALSO PROVIDED FREE VIRTUAL CONCERTS THROUGH ITS WEBSITE AND COMMUNITY ENGAGEMENT OFFERINGS.GRANTS: DURING THE FISCAL YEAR ENDED AUGUST 31, 2023, THE PHILADELPHIA ORCHESTRA ASSOCIATION TRANSFERRED $500,000 TO ITS RELATED ORGANIZATION, KIMMEL CENTER, INC. 40236450 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 1 296 0 1 463 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 15 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 MS NH NJ NY NC ND OK OR PA RI SC TN MO MT OH UT VA WA WV X X MARIO MESTICHELLI 2158931900 ONE SOUTH BROAD ST 14TH FLOOR PHILADELPHIA PA 19107 MATIAS TARNOPOLSKY BOARD MEMBER/PRES AND CEO 20.00 30.00 X X 910907 0 67456 ANNE C EWERS BOARD MEMBER/FORMER OFFICER 2.00 4.00 X 0 656128 28896 RALPH W MULLER CO-CHAIR 5.00 15.00 X X 0 0 0 MICHAEL ZISMAN CO-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 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 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 5.00 7.00 X 0 0 0 SULAIMAN RAHMAN BOARD MEMBER 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 RYAN FLEUR EXECUTIVE DIRECTOR/COO 40.00 10.00 X 383765 0 54416 MARIO MESTICHELLI BD MBR(NON-VOTING)/CFO/TREAS 20.00 30.00 X 319970 0 53116 MITCHELL BASSION SECRETARY 40.00 5.00 X 273301 0 33318 DAVID KIM CONCERT MSTR 38.00 2.00 X 455703 0 44328 RICARDO MORALES MUSICIAN 40.00 0.00 X 386226 0 38948 KIMBERLY FISHER MUSICIAN 40.00 0.00 X 336202 0 39367 JEFFREY KHANER MUSICIAN 40.00 0.00 X 324150 0 41855 PHILIPPE TONDRE MUSICIAN 40.00 0.00 X 330386 0 23148 3720610 656128 424848 114 0 1 0 CHAMBERS GROUP 147 PENNSYLVANIA AVENUE MALVERN PA 19355 PRINTING 372917 DSV SOLUTIONS INC 2200 YUKON COURT MILTON ONTARIO CA I9E 1N5 TRANSPORT SERVICES 315791 PCS LLC 304 HARPER DRIVESUITE 130 MOORESTOWN NJ 08057 INFORMATION TECHNOLOGY SERVICES 301553 FREY DESIGN LLC 235 S 15TH STREETSUITE 502 PHILADELPHIA PA 19102 EQUIPMENT RENTAL 283384 ROBERT HALF TECHNOLOGY 12400 COLLECTIONS CENTER DRIVE CHICAGO IL 60693 STAFFING 272485 33 690602 1583549 523481 28714094 1373204 31511726 PHILADELPHIA CONCERTS 711130 8539970 8539970 SUMMER CONCERTS 711130 2274136 2274136 OUT OF TOWN CONCERTS 711130 1896193 1896193 TOUR CONCERTS 711130 1883974 1883974 EDUCATION CONCERTS 711130 117318 117318 14711591 5661738 5661738 106269 106269 13775309 13183588 591721 591721 591721 274088 690602 274310 -222 -222 SHARED SERVICES INCOME 711130 1872185 1872185 EQUITY EARNINGS JV 711130 204416 204416 MEDIA INCOME 711130 176074 176074 385341 385341 2638016 55220839 15477422 0 8231691 500000 500000 3797338 1472233 2030828 294277 24250663 19474636 4043186 732841 2058101 1533644 384554 139903 2598591 1678495 663286 256810 1887473 1348376 430879 108218 1214705 33200 1181505 139053 139053 68815 68815 130158 130158 35733 35733 2436714 749899 819190 867625 847440 845960 1480 857889 183222 553397 121270 1966966 1966966 141087 141087 3241897 2684731 551474 5692 3465606 3202454 235716 27436 56484 1575 50565 4344 577597 577597 358886 164521 194365 ARTISTIC EXPENSES 4783285 4783285 MARKETING & PROMOTION 784352 451753 332599 EQUIPMENT/MUSIC RENTAL 503972 503972 MEDIA & RECORDING 422261 422261 833157 61146 561505 210506 57958223 40236450 14753878 2967895 73160 117573 19277272 15196446 17320754 20675128 3801893 4010159 500000 380000 2111851 1752834 13041661 8966647 4174513 4075014 143661181 153516926 0 0 119296 323712 6726994 14610931 197766914 214658723 5257247 3648267 4571466 5738798 7611621 15219949 17440334 24607014 X 28258000 8561000 152068580 181490709 180326580 190051709 197766914 214658723 X -2737384 12350881 111632 X 0 1 X 1 0 X 75132034 27595567 30999915 54851523 31511726 220090765 17395395 8571649 1777942 12182143 14711591 54638720 92527429 36167216 32777857 67033666 46223317 274729485 7175000 5382000 11684000 17367000 7575000 49183000 0 7175000 5382000 11684000 17367000 7575000 49183000 225546485 6615710 4914808 4681842 5032779 5768007 27013146 6615710 4914808 4681842 5032779 5768007 27013146 2614494 1773825 1221672 2435700 2912104 10957795 101757633 42855849 38681371 74502145 54903428 312700426 0.72130 0.70050 0.08640 0.09990 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: SHARED SERVICES INCOME - 2018 AMOUNT: $ 1,842,310. 2019 AMOUNT: $ 1,617,746. 2020 AMOUNT: $ 894,729. 2021 AMOUNT: $ 1,749,174. 2022 AMOUNT: $ 1,872,185. SPECIAL EVENT REVENUE - 2018 AMOUNT: $ 357,176. 2019 AMOUNT: $ 206,365. 2020 AMOUNT: $ 212,710. 2021 AMOUNT: $ 197,550. 2022 AMOUNT: $ 274,088. EQUITY EARNINGS JV-TICKET PHL - 2018 AMOUNT: $ 104,732. 2019 AMOUNT: $ -269,918. 2020 AMOUNT: $ -297,667. 2021 AMOUNT: $ 224,595. 2022 AMOUNT: $ 204,416. MISCELLANEOUS INCOME - 2018 AMOUNT: $ 310,276. 2019 AMOUNT: $ 219,632. 2020 AMOUNT: $ 411,900. 2021 AMOUNT: $ 264,381. 2022 AMOUNT: $ 561,415. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 0 0 0 1 68815 68815 0 PART II-B, LINE 1: THE PHILADELPHIA ORCHESTRA ASSOCIATION PAID CONSULTING FIRMS DUANE MORRIS AND MAVEN $56,315 AND $12,500 RESPECTIVELY DURING FISCAL YEAR ENDED AUGUST 31, 2023. 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. 143503680 4870795 14670938 9919338 153126075 164937959 12261481 -24959929 8735831 143503680 130850691 6893980 34049936 6856648 164937959 117055754 3398659 17372045 6975767 130850691 70339794 51411858 869548 5565446 117055754 0.01000 0.99000 1 1 1 1736447 997805 738642 591200 503639 87561 10419014 7465203 2953811 295000 295000 4075014 RIGHT OF USE LEASE ASSET 7467129 OTHER ASSETS 7143802 14610931 ACCRUED BENEFIT OBLIGATION 7206445 LEASE LIABILITY 7622654 457F DEFERRED COMP LIABILITY 390850 15219949 X 75550455 14097654 159267 5834118 20091039 55459416 35733 -274310 -238577 55220839 62325661 159267 4243904 4403171 57922490 35733 35733 57958223 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 DIRECTORS 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 $22,936,000 AND $21,957,000 IN FY23 AND FY22, 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 -1,285,882. REVENUES FROM ACADEMY OF MUSIC 4,467,312. INVESTMENT ACTIVITY - POA TRUST ENDOWMENT 465,884. INVESTMENT ACTIVITY - ACADEMY OF MUSIC 2,021,248. POSTRETIREMENT ADJUSTMENT 222,494. TRUST FEES -56,938. PART XI, LINE 4B - OTHER ADJUSTMENTS: SPECIAL EVENT EXPENSE (RECLASS) -274,310. PART XII, LINE 2D - OTHER ADJUSTMENTS: ACADEMY OF MUSIC EXPENSES 3,969,594. SPECIAL EVENTS EXPENSE (RECLASS) 274,310. SCHEDULE D, PARTS XI/XII THE PHILADELPHIA ORCHESTRA ASSOCIATION PREPARES CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT INCLUDE THE OPERATIONS 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 1829107 EAST ASIA AND THE PACIFIC PROGRAM SERVICES RESIDENCY ACTIVITIES 122757 0 0 0 0 0 0 1951864 0 1951864 0 0 1 0 0 0 PART I, LINE 3: EXPENDITURES ARE ACCOUNTED FOR ON THE ACCRUAL BASIS OF ACCOUNTING IN THE ASSOCIATION'S AUDITED FINANCIAL STATEMENTS. PART III ACCOUNTING METHOD: X X X X X X X 1 DCM INC 330 W 38TH STREET NEW YORK NY 10018 TELEFUNDING 0 79808 59948 19860 RICHARD F BOHRER 7 BOLTON CT WILMINGTON DE 19810 CONSULTING 0 0 70210 -70210 79808 130158 -50350 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 186248 117479 68769 159874 71906 OPENING NIGHT 2 696793 512210 184583 1 81649 60913 20736 26013 16517 964690 690602 274088 185887 88423 274310 -222 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. 0 KIMMEL CENTER INC 300 S BROAD STREET PHILADELPHIA PA 19103 232865855 501(C)(3) 500000 0 PROGRAM SUPPORT 1 X 1 0 X X X X X 0 1 0 0 0 1 0 1 0 0 MATIAS TARNOPOLSKY BOARD MEMBER/PRES AND CEO 735217 0 175000 0 690 0 37525 0 29931 0 978363 0 0 0 ANNE C EWERS BOARD MEMBER/FORMER OFFICER 0 579637 0 76491 0 0 0 13000 0 15896 0 685024 0 0 DAVID KIM CONCERT MSTR 454223 0 0 0 1480 0 13492 0 30836 0 500031 0 0 0 RYAN FLEUR EXECUTIVE DIRECTOR/COO 383075 0 0 0 690 0 24400 0 30016 0 438181 0 0 0 RICARDO MORALES MUSICIAN 384986 0 0 0 1240 0 11362 0 27586 0 425174 0 0 0 KIMBERLY FISHER MUSICIAN 335926 0 0 0 276 0 13703 0 25664 0 375569 0 0 0 MARIO MESTICHELLI BD MBR(NON-VOTING)/CFO/TREAS 319280 0 0 0 690 0 24400 0 28716 0 373086 0 0 0 JEFFREY KHANER MUSICIAN 322394 0 0 0 1756 0 15191 0 26664 0 366005 0 0 0 PHILIPPE TONDRE MUSICIAN 309578 0 0 0 20808 0 11560 0 11588 0 353534 0 0 0 MITCHELL BASSION SECRETARY 272851 0 0 0 450 0 21767 0 11551 0 306619 0 0 0 PART I, LINE 1A AS PART OF ITS INTERNATIONAL TOURING ACTIVITIES, THE PHILADELPHIA ORCHESTRA PERFORMED CONCERTS IN VARIOUS CITIES IN EUROPE IN FY23. 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 AS PART OF HIS EMPLOYMENT AGREEMENT, CHIEF EXECUTIVE OFFICER MATIAS 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 ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). NO PAYMENTS WERE MADE TO MR. TARNOPOLSKY UNDER THE PLAN IN CALENDAR YEAR 2022. 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 2022. 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 80000 0 1 1 Y NEZET-SEGUIN MUSIC DIRECTOR HOUSING RELOCATION X 400000 300000 0 1 1 380000 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. IN FY 22, THE LOAN WAS RESTRUCTURED AND THE BALANCE OF $100,000 IS TO BE REPAID OVER FIVE YEARS. THE BALANCE AS OF AUGUST 31, 2023 IS $80,000.THE ASSOCIATION PROVIDED YANNICK NEZET-SEGUIN A HOUSING RELOCATION LOAN IN THE AMOUNT OF $400,000. THE LOAN IS SECURED, INTEREST BEARING AT 1.26%, AND REPAYABLE OVER FOUR YEARS. AS OF AUGUST 31, 2023, THE OUTSTANDING BALANCE ON THE LOAN WAS $300,000. X 24 1364444 FMV X 1 8760 FMV 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 BOARD MEMBERS MARK DICHTER AND JAMI WINTZ MCKEON HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION A, LINE 6 ORGANIZATION'S MEMBERS/STOCKHOLDERS PRIOR TO 12/2/21, THE ORGANIZATION'S MEMBERS/STOCKHOLDERS WERE AS FOLLOWS: THE MEMBERSHIP OF THE PHILADELPHIA ORCHESTRA ASSOCIATION SHALL CONSIST OF LIFE AND ANNUAL MEMBERS. LIFE MEMBERS SHALL BE THOSE PERSONS WHO ON OR BEFORE SEPTEMBER 22, 1958 PAID INTO THE ENDOWMENT FUND OR ANY OTHER FUND ESTABLISHED BY THE ASSOCIATION NOT LESS THAN THE SUM OF FIVE HUNDRED DOLLARS. ANNUAL MEMBERS SHALL CONSIST OF THOSE PERSONS (INDIVIDUAL OR CORPORATE) WHO FROM TIME TO TIME SHALL CONTRIBUTE TO THE PHILADELPHIA ORCHESTRA ASSOCIATION NOT LESS THAN SUCH AMOUNT AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME DESIGNATE AS THE AMOUNT OF THE CONTRIBUTION BY WHICH A PERSON SHALL BECOME A MEMBER. A MEMBER, BY VIRTUE OF A CONTRIBUTION OF NOT LESS THAN THE AMOUNT THUS FIXED, SHALL BE A MEMBER UNTIL THE ADJOURNMENT OF THE ANNUAL MEETING NEXT FOLLOWING THE CLOSE OF THE FISCAL YEAR OF THE ASSOCIATION TO THE ACCOUNTS OF WHICH THE CONTRIBUTION WAS APPLIED. IN ALL ELECTIONS AND AT ALL MEETINGS OF THE ASSOCIATION EACH MEMBER OF RECORD ON THE TENTH DAY PRECEDING THE DATE OF AN ELECTION OR OF A MEETING SHALL BE ENTITLED TO ONE VOTE AND TO NOTICE OF THE ELECTION OR MEETING. MEMBERS WHO ARE MEMBERS BY VIRTUE OF CONTRIBUTING TO THE ASSOCIATION AS PROVIDED FOR IN THIS ARTICLE AND MAKE AVAILABLE TO SUCH MEMBERS SUCH SPECIAL PRIVILEGES AS THE BOARD MAY DETERMINE, DEPENDING UPON THE CLASSIFICATION OF MEMBERSHIP. VOTING BY MEMBERS SHALL BE IN PERSON OR BY PROXY. THE BOARD OF DIRECTORS MAY FROM TIME TO TIME ESTABLISH CLASSIFICATIONS OF MEMBERS WHO ARE MEMBERS BY VIRTUE CONTRIBUTING TO THE ASSOCIATION AS PROVIDED FOR IN THIS ARTICLE AND MAKE AVAILABLE TO SUCH MEMBERS SUCH SPECIAL PRIVILEGES AS THE BOARD MAY DETERMINE, DEPENDING UPON THE CLASSIFICATION OF MEMBERSHIP. 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 DIRECTORS. 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 AN INTERNATIONAL ACCOUNTING FIRM 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 DIRECTOR, 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 DIRECTORS HAS ESTABLISHED A HUMAN RESOURCES 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 219,955. DISTRIBUTION ADJUSTMENT -83,242. OTHER -25,081. 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 ONE SOUTH BROAD ST 14TH PHILADELPHIA PA 19107 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 ONE SOUTH BROAD ST 14TH FLOOR PHILADELPHIA PA 19107 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 130450 2232134 0 1 0.29220 1 0 1 0 0 0 0 0 0 0 0 1 0 1 1 0 1 0 1 PHILADELPHIA ORCHESTRA ENDOWMENT FUND C 1285882 FMV THE ACADEMY OF MUSIC OF PHILADELPHIA INC S 85630 FMV THE ACADEMY OF MUSIC OF PHILADELPHIA INC A 212036 COST