2025-07-10T12:54:15-05:00 2024-08-31 991856619 GRANT THORNTON ADVISORS LLC 2001 MARKET STREET SUITE 700 PHILADELPHIA PA 19103 990 2023-09-01 231501159 ACADEMY OF MUSIC OF PHILADELPHIA INC ACAD 2158931900 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 MARIO MESTICHELLI BD MEMBER/TREASURER 2158931900 2025-07-10 1 1 RUSSLEE ARMSTRONG P00288383 2155614200 2023 2025-03-06 01:10:19Z X RYAN FLEUR 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 2554548 0 X WWW.ENSEMBLEARTSPHILLY.ORG X 1956 DE TO RAISE FUNDS THROUGH THE RESTORATION AND PRESERVATION FUND TO RESTORE (CONTINUED IN SCH O)(CONTINUED):AND MAINTAIN THE 167-YEAR-OLD ACADEMY OF MUSIC, THE OLDEST KNOWN CONTINUOUSLY USED OPERA HOUSE IN THE UNITED STATES. 16 13 0 55 -104 0 5221433 2139568 0 0 0 0 -342929 -733761 4878504 1405807 20000 20000 0 0 561369 560063 0 0 269859 2951556 2805347 3532925 3385410 1345579 -1979603 27513081 25436097 274281 191754 27238800 25244343 X THE ACADEMY'S PRIMARY EXEMPT PURPOSE IS TO RAISE FUNDS THROUGH THE RESTORATION AND PRESERVATION FUND TO RESTORE AND MAINTAIN THE 167-YEAR-OLD ACADEMY OF MUSIC, THE OLDEST KNOWN CONTINUOUSLY OPERATING OPERA HOUSE IN THE UNITED STATES. 0 0 245593 20000 0 THE ORGANIZATION'S PRIMARY PROGRAM SERVICE ACTIVITY IS TO RAISE FUNDS FOR THE RESTORATION OF THE ACADEMY OF MUSIC BUILDING THROUGH SPECIAL EVENTS AND A CAPITAL CAMPAIGN PROGRAM. COMBINED PROCEEDS ARE USED TO FUND NUMEROUS RESTORATION PROJECTS AS APPROVED BY THE ACADEMY BOARD. THE ACADEMY OF MUSIC BUILDING HAS BEEN DESIGNATED AS A NATIONAL HISTORIC LANDMARK AND THEREFORE ITS UPKEEP AND MAINTENANCE IS THE ORGANIZATION'S PRIMARY CONCERN. FOR THE YEAR ENDED AUGUST 31, 2024, THE RESTORATION PROJECTS INCLUDED CHILLER REPLACMENT, ROOF REPAIRS, AND CONTINUED RESTORATION OF THE BALCONY. (CONTINUED IN SCH O)(CONTINUED):THESE PROGRAM SERVICE ACTIVITY EXPENDITURES ARE REPORTED AS PART OF FIXED ASSETS IN SCHEDULE D, PART VI. 245593 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 0 0 0 0 0 0 1 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 X 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 X 16 13 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 0 0 0 AL AR AZ AK CA CT DC FL IL KS KY LA ME MD MA MI MN MS MO 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 STREET PHILADELPHIA PA 19102 X MATIAS TARNOPOLSKY BD MEMBER (PRESIDENT-POA) 5.00 45.00 X X 0 918657 154061 RYAN FLEUR BD MEMBER/SECRETARY (EXEC-DIR POA) 5.00 45.00 X X 0 440479 61061 MARIO MESTICHELLI BD MEMBER/TREASURER (CFO-POA) 5.00 45.00 X X 0 368363 59311 CAROLINE B ROGERS CHAIR 10.00 6.00 X X 0 0 0 ADELE K SCHAEFFER CHAIR EMERITUS 2.00 2.00 X X 0 0 0 KATE ALLISON BOARD MEMBER (THRU JAN 2024) 2.00 0.00 X 0 0 0 LISA BETTINGER-BUCKINGHAM BOARD MEMBER (THRU DEC 2023) 2.00 0.00 X 0 0 0 JAMES P BRANDAU BOARD MEMBER 2.00 2.00 X 0 0 0 ANNE F HAMILTON BOARD MEMBER 2.00 0.00 X 0 0 0 HARRY EDWARD HILL III BOARD MEMBER 2.00 0.00 X 0 0 0 SCOTT S JOHNSON BOARD MEMBER 2.00 0.00 X 0 0 0 TERESA C KENNY BOARD MEMBER 2.00 0.00 X 0 0 0 BRUCE G LETO BOARD MEMBER 2.00 2.00 X 0 0 0 JOHN H MCFADDEN BOARD MEMBER 2.00 2.00 X 0 0 0 RALPH W MULLER BOARD MEMBER (CHAIR-POA) 5.00 15.00 X X 0 0 0 JOHN R SALER BOARD MEMBER 2.00 0.00 X 0 0 0 LINDA FYNES SIEGFRIED BOARD MEMBER 2.00 0.00 X 0 0 0 MICHAEL ZISMAN BOARD MEMBER 5.00 6.00 X 0 0 0 0 1727499 274433 0 0 1 0 HAVERSTICK-BORTHWICK COMPANY 400 STENTON AVE PLYMOUTH MEETING PA 19462 CONSTRUCTION 412940 GARCES CATERING 2929 ARCH STREET SUITE B-06 PHILADELPHIA PA 19130 EVENT CATERING 152333 2 799030 1076103 264435 10825 2139568 408313 799030 1148741 -740428 -740428 MISCELLANEOUS REVENUE 900099 6667 -104 6771 6667 1405807 0 -104 -733657 X 20000 20000 559787 330000 229787 276 276 452 452 42859 42859 24100 16600 7500 9977 9977 264657 225593 39064 2441079 2441079 FUNDRAISING CAMPAIGN 22143 22143 MISCELLANEOUS EXPENSE 80 80 3385410 245593 2869958 269859 3262994 1658593 181972 93447 5100 0 90399598 66715541 24063015 23684057 27513081 25436097 88018 10685 186263 181069 274281 191754 X 27096800 25147343 142000 97000 27238800 25244343 27513081 25436097 X -1979603 -14854 X X 0 1 X 1 0 X X X 1 THE PHILADELPHIA ORCHESTRA ASSOCIATION 231352289 10 1 245124 0 1 245124 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 1 1 1 1 1 1 1 1 1 0 1 1 629610 629610 88767482 65722272 23045210 1002506 993269 9237 23684057 DUE TO AFFILIATE 141214 POSTRETIREMENT BENEFIT OBLIGATION 39855 181069 X 5656703 20000 3074614 3094614 2562089 -1156282 -1156282 1405807 4554151 20000 1148741 1168741 3385410 0 3385410 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 ACADEMY 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 ACADEMY DOES NOT BELIEVE ITS CONSOLIDATED FINANCIAL STATEMENTS INCLUDE ANY MATERIAL UNCERTAIN TAX POSITIONS. INTERNAL REVENUE SERVICE REGULATIONS STIPULATE TAX YEARS ARE OPEN FOR THREE YEARS FROM THE DATE OF FILING AND REMAIN SUBJECT TO EXAMINATION. PART XI, LINE 2D - OTHER ADJUSTMENTS: INVESTMENT GAIN - AOM ENDOWMENT FUND 3,074,614. PART XI, LINE 4B - OTHER ADJUSTMENTS: FUNDRAISING DIRECT EXPENSES -1,148,741. OTHER BENEFIT CHANGES PER FS -7,541. PART XII, LINE 2D - OTHER ADJUSTMENTS: FUNDRAISING DIRECT EXPENSES 1,148,741. ENDOWMENT FUNDS ACADEMY OF MUSIC OF PHILADELPHIA, INC. ("THE ACADEMY") HAS ANSWERED YES TO PART IV, LINE 10, BUT HAS REPORTED NO FINANCIAL DATA IN SCHEDULE D, PART V WITH RESPECT TO ITS ENDOWMENT FUND. THIS IS BECAUSE THE ACADEMY'S ENDOWMENT FUND IS SET UP AS A SEPARATE LEGAL ENTITY. THIS SEPARATE LEGAL ENTITY (TRUST), THE ACADEMY OF MUSIC ENDOWMENT FUND (EIN#: 23-2108123), HAS ITS OWN TAX EXEMPTION UNDER IRC SECTION 501(C)(3), IS RECOGNIZED AS AN IRC SECTION 509(A)(3) SUPPORTING ORGANIZATION OF THE ACADEMY AND ACCORDINGLY, FILES ITS OWN FEDERAL FORM 990. THE ACADEMY RECEIVED FUNDS WHICH IT SET ASIDE IN THIS ENDOWMENT TO BE HELD AND ADMINISTERED BY PNC BANK IN THE NAME OF THE ACADEMY OF MUSIC ENDOWMENT FUND. THE VALUE OF THE TRUST ASSETS WAS $28,397,000 AND $25,318,000 IN FY24 AND FY23, RESPECTIVELY. SCHEDULE D, PART V, LINE 4 THESE ENDOWMENT FUNDS ARE INTENDED TO PROVIDE FUNDING FOR VARIOUS RESTORATION PROJECTS UNDERTAKEN BY THE ACADEMY. THE ACADEMY 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 ACADEMY'S FORM 990. SCHEDULE D, PART V DUE TO CONSTRAINTS WITH THE TAX SOFTWARE, AT LEAST $1 MUST BE SHOWN IN ORDER TO PRESENT THE NARRATIVES REGARDING THE ACADEMY'S UNIQUE ENDOWMENT FUND SITUATION. 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 GREAT STAGES GALA 1207343 799030 408313 254180 433119 461442 1207343 799030 408313 254180 433119 461442 1148741 -740428 1 THE KIMMEL CENTER INC 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 232865855 501(C)(3) 20000 0 SEAT REPLACEMENT PROJECT 1 0 PART I, LINE 2: THE ORGANIZATION DOES NOT USUALLY MAKE GRANTS TO OTHER ORGANIZATIONS. THE GRANT TO THE KIMMEL CENTER IS A SPECIAL ARRANGEMENT THAT WAS AGREED TO AND DOCUMENTED IN A PLEDGE AGREEMENT. THE TOTAL PLEDGE IS $100,000 AND $20,000 IS BEING PAID EACH YEAR FOR FIVE YEARS. THE KIMMEL CENTER IS USING THE GRANT TO PAY FOR NEW SEATS IN THE ACADEMY OF MUSIC BUILDING. THE MONITORING OF THIS GRANT WILL BE ACCOMPLISHED BY OBSERVING THAT THE ACADEMY OF MUSIC BUILDING HAS NEW SEATS. 0 1 0 0 0 0 0 0 0 MATIAS TARNOPOLSKY BD MEMBER (PRESIDENT-POA) 0 716273 0 201880 0 504 0 119850 0 34211 0 1072718 0 0 RYAN FLEUR BD MEMBER/SECRETARY (EXEC-DIR POA) 0 414975 0 25000 0 504 0 26400 0 34661 0 501540 0 0 MARIO MESTICHELLI BD MEMBER/TREASURER (CFO-POA) 0 342859 0 25000 0 504 0 26400 0 32911 0 427674 0 0 PART I, LINE 3 THE ACADEMY DOES NOT HAVE ANY PAID EMPLOYEES; ALL COMPENSATION TO THE OFFICERS REPORTED ON PART VII OF THE FORM 990 WAS PAID BY A RELATED ORGANIZATION, THE PHILADELPHIA ORCHESTRA ASSOCIATION (ASSOCIATION). 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. THE ASSOCIATION CHECKS THE FOLLOWING BOXES FOR QUESTION 3 ON ITS FORM 990: COMPENSATION COMMITTEE FORM 990 OF OTHER ORGANIZATIONS WRITTEN EMPLOYMENT CONTRACT COMPENSATION SURVEY OR STUDY APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE IN RELEVANT PART, THE BOARD OF TRUSTEES HAS ESTABLISHED A COMPENSATION COMMITTEE OF INDEPENDENT PERSONS THAT HAVE NO PERSONAL INTEREST IN THE PROPOSED COMPENSATION AGREEMENT. THE COMPENSATION COMMITTEE OBTAINS A MARKET ASSESSMENT AND COMPETITIVE POSITION ANALYSIS FOR THE ASSOCIATION'S TOP EXECUTIVES. THE COMPENSATION COMMITTEE WILL THEN SET THE COMPENSATION FOR THE RELEVANT EXECUTIVE AND DOCUMENT THE DECISION IN BOARD MINUTES. PART I, LINE 4B ACADEMY OF MUSIC OF PHILADELPHIA BOARD MEMBER, 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). FORM 990, PART V, LINES 1A AND 2A FORMS 1096/W-3 REPORTING FORM 1096 AND FORM W-3 FOR THE FILING ORGANIZATION IS PROCESSED AND REPORTED BY ITS RELATED ORGANIZATION PHILADELPHIA ORCHESTRA ASSOCIATION (EIN: 23-1352289). FORM 990, PART VI, SECTION A, LINE 6 THE ACADEMY OF MUSIC OF PHILADELPHIA, INC.'S SOLE MEMBER IS THE PHILADELPHIA ORCHESTRA ASSOCIATION. 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 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 AOM REQUIRES TO PREPARE THE AOM'S ANNUAL IRS FORM 990. FORM 990, PART VI, LINES 13 AND 14: THE ACADEMY OPERATES UNDER THE WHISTLEBLOWER AND DOCUMENT RETENTION POLICIES OF ITS RELATED ORGANIZATION, PHILADELPHIA ORCHESTRA ASSOCIATION. FORM 990, PART VI, SECTION B, LINE 15 THE ACADEMY DOES NOT HAVE ANY PAID EMPLOYEES; ALL COMPENSATION TO OFFICERS REPORTED ON PART VII OF THE FORM 990 WAS PAID BY A RELATED ORGANIZATION, THE PHILADELPHIA ORCHESTRA ASSOCIATION. THE PROCESS USED TO DETERMINE COMPENSATION FOR THESE INDIVIDUALS IS REPORTED ON THAT ORGANIZATION'S FORM 990. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS FORM 990 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. THE ACADEMY OF MUSIC'S FINANCIAL OPERATIONS ARE REPORTED IN THE CONSOLIDATED FINANCIAL STATEMENTS OF ITS PARENT ORGANIZATION, THE PHILADELPHIA ORCHESTRA ASSOCIATION. THESE FINANCIAL STATEMENTS ARE, LIKEWISE, PUBLISHED ANNUALLY ON THE ORGANIZATION'S WEBSITE. FORM 990, PART VII: THE ACADEMY SHARES CERTAIN EMPLOYEES WITH RELATED ORGANIZATIONS, THE PHILADELPHIA ORCHESTRA ASSOCIATION, KIMMEL CENTER INC AND PHILADELPHIA ORCHESTRA AND KIMMEL CENTER INC. THE FULL TIME OFFICERS ALLOCATE THEIR TIME BETWEEN THE ORGANIZATIONS. ACCORDINGLY, 5 HOURS PER WEEK ARE REPORTED FOR EACH OF THE OFFICERS. FORM 990, PART IX: LINES 7 & 9: THE SALARY EXPENSES REPORTED ON LINES 7 & 9 REPRESENT AN ALLOCATION OF SALARY EXPENDITURES INCURRED BY PHILADELPHIA ORCHESTRA ASSOCIATION FOR EMPLOYEES PROVIDING SERVICES ON BEHALF OF THE ACADEMY. PROGRAM SERVICE EXPENSES: THERE IS ONLY A SMALL AMOUNT OF EXPENSES REFLECTED IN PART IX, COLUMN B, PROGRAM SERVICE EXPENSES; THE REASON FOR THIS PRESENTATION IS AS FOLLOWS: THE ORGANIZATION'S PRIMARY PROGRAM SERVICE ACTIVITY IS TO RAISE FUNDS FOR THE RESTORATION OF THE ACADEMY OF MUSIC BUILDING. THE EXPENSES ASSOCIATED WITH FUNDRAISING EVENTS ARE REPORTED ON THE DIRECT EXPENSES FROM FUNDRAISING EVENTS LINE (PART VIII, LINE 8) AND THE EXPENSES ASSOCIATED WITH BUILDING RESTORATIONS ARE CAPITALIZED AND REPORTED WITHIN FIXED ASSETS ON PART X, LINE 10. FORM 990, PART XI, LINE 9: ADJUSTMENT TO POSTRETIREMENT BENEFIT OBLIGATION -7,540. OTHER -7,314. GENERAL STATEMENT OF INFORMATION: THE PHILADELPHIA ORCHESTRA ASSOCIATION (POA) AND 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, INCLUDING THE ACADEMY) CONSISTENT WITH THE RESTRICTIONS THAT APPLY TO SUCH ASSETS AND PURSUANT TO THE TERMS OF THEIR RESPECTIVE GIFT INSTRUMENTS. THE ACADEMY OF MUSIC OF PHILADELPHIA, INC. WILL CONTINUE TO BE A WHOLLY OWNED SUBORDINATE ENTITY OF THE POA, AND ITS OPERATIONS WILL BE MANAGED BY THE SENIOR MANAGEMENT OF POKC AND THEIR DESIGNEES AT THE POA AND KCI CONSISTENT WITH THE ACADEMY'S MISSION TO OPERATE, MANAGE AND MAINTAIN THE ACADEMY OF MUSIC BUILDING. PHILADELPHIA ORCHESTRA ASSOCIATION 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 231352289 ORCHESTRA PA 501(C)(3) LINE 10 POKC 0 THE ACADEMY OF MUSIC ENDOWMENT FUND 1600 MARKET ST 4TH FLOOR PHILADELPHIA PA 19103 232108123 SUPPORT AOM PA 501(C)(3) LINE 12A, I AOM 1 KIMMEL CENTER INC 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 232865855 PERFORMING ARTS PA 501(C)(3) LINE 7 POKC 0 THE PHILADLELPHIA ORCHESTRA AND KIMMEL CENTER INC 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 874303823 ORCHESTRA MGMT PA 501(C)(3) LINE 7 N/A 0 0 1 1 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0 THE ACADEMY OF MUSIC ENDOWMENT FUND C 1076103 FMV