2025-07-10T12:56:43-05:00 2024-08-31 991856619 GRANT THORNTON ADVISORS LLC 2001 MARKET STREET SUITE 800 PHILADELPHIA PA 19103 990 2023-09-01 874303823 THE PHILADELPHIA ORCHESTRA AND KIMMEL CENTER INC 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 PHILADELPHIA ORCHESTRA AND ENSEMBLE ARTS RYAN FLEUR 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 15867673 0 X ENSEMBLEARTSPHILLY.ORG X 2021 PA POKC WAS FORMED FOR CHARITABLE AND EDUCATIONAL PURPOSES AND IS DEDICATED TO PROMOTION OF THE ARTS. 66 59 0 59 0 0 0 11130093 4390759 4732291 0 5289 0 0 4390759 15867673 0 1685000 0 0 0 0 0 0 0 4393511 4735634 4393511 6420634 -2752 9447039 22248 10702081 25000 1257794 -2752 9444287 X POKC WAS FORMED FOR CHARITABLE AND EDUCATIONAL PURPOSES AND IS DEDICATED TO THE PROMOTION OF THE ARTS. 0 0 6420634 1685000 4732291 THE PHILADELPHIA ORCHESTRA AND KIMMEL CENTER, INC. (THE ORGANIZATION) IS A PENNSYLVANIA CHARITABLE NONPROFIT CORPORATION THAT WAS FORMED FOR CHARITABLE AND EDUCATIONAL PURPOSES AND IS DEDICATED TO THE PROMOTION OF THE ARTS. IN FURTHERANCE OF SUCH PURPOSES, THE ORGANIZATION WILL RETAIN ONE OF THE PREMIER ORCHESTRAS IN THE WORLD, CONSISTING OF THE TOP MUSICIANS AND AN INTERNATIONALLY RENOWNED CONDUCTOR, AND OPERATE A WORLD CLASS PERFORMING ARTS CENTER THAT ENGAGES AND SERVES BROAD AND DIVERSE AUDIENCES FROM THE GREATER PHILADELPHIA REGION WITH AN EQUALLY DIVERSE PROGRAMMING BLEND WHILE PROMOTING CULTURE AND THE PERFORMING ARTS FOR THE BENEFIT OF THE CITIZENS OF THE CITY OF PHILADELPHIA AND THE SURROUNDING REGION. (CONTINUED IN SCH O) 6420634 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 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 0 0 0 0 0 0 0 X 66 59 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 0 PA X X MARIO MESTICHELLI 2158931900 300 SOUTH BROAD ST PHILADELPHIA PA 19102 MATIAS TARNOPOLSKY BOARD MEMBER/PRES & CEO 5.00 45.00 X X 0 918657 154061 ANNE C EWERS BOARD MEMBER (THRU DEC 2023) 2.00 4.00 X 0 672321 8099 DAVID KIM MUSICIAN/BOARD MEMBER 2.00 38.00 X 0 459687 51043 JULIETTE KANG MUSICIAN/BD MEMBER (THRU DEC 2023) 2.00 38.00 X 0 265953 46931 JAE DARA MORALES MUSICIAN/BOARD MEMBER 2.00 38.00 X 0 201658 49546 WILLIAM POLK MUSICIAN/BOARD MEMBER 2.00 38.00 X 0 172302 44546 DAVID B FAY MUSICIAN/BD MEMBER (THRU DEC 2023) 2.00 38.00 X 0 172892 41857 KERRI RYAN MUSICIAN/BD MEMBER (AS OF DEC 2023) 2.00 38.00 X 0 197883 12967 NATHANIAL WEST MUSICIAN/BD MEMBER (AS OF DEC 2023) 2.00 38.00 X 0 176289 25219 YANNICK NEZET-SEGUIN MUSIC DIR/BOARD MEMBER 2.00 40.00 X 0 1753000 0 RALPH W MULLER CHAIR 5.00 15.00 X X 0 0 0 SARAH MILLER COULSON SECRETARY 2.00 0.00 X X 0 0 0 ANGELA BOSTICK 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 PATRICK J BRENNAN MD BOARD MEMBER 2.00 0.00 X 0 0 0 JEFFREY BROWN BOARD MEMBER 2.00 0.00 X 0 0 0 ELAINE WOO CAMARDA BOARD MEMBER 2.00 0.00 X 0 0 0 SARA CERATO BOARD MEMBER 2.00 0.00 X 0 0 0 JOSEPH CIRESI BOARD MEMBER 2.00 0.00 X 0 0 0 MICHAEL M CONE BOARD MEMBER 2.00 0.00 X 0 0 0 ROBERT CORRATO BOARD MEMBER 2.00 10.00 X 0 0 0 REV LUIS CORTES JR BOARD MEMBER 2.00 0.00 X 0 0 0 ROBERT DELANY BOARD MEMBER 2.00 0.00 X 0 0 0 MARK S DICHTER BOARD MEMBER 2.00 10.00 X 0 0 0 JEFF DITTUS BOARD MEMBER 2.00 0.00 X 0 0 0 ALEXANDRA T VICTOR EDSALL BOARD MEMBER (THRU DEC 2023) 2.00 0.00 X 0 0 0 JOSEPH M FIELD BOARD MEMBER 2.00 0.00 X 0 0 0 MARK J FOLEY BOARD MEMBER 2.00 0.00 X 0 0 0 JOHN FRY BOARD MEMBER 2.00 10.00 X 0 0 0 LAUREN GILCHRIST BOARD MEMBER 2.00 0.00 X 0 0 0 DONALD GOLDSMITH BOARD MEMBER 2.00 0.00 X 0 0 0 JULIET J GOODFRIEND BOARD MEMBER 2.00 0.00 X 0 0 0 JULIA HALLER MD BOARD MEMBER 2.00 4.00 X 0 0 0 ROBERT C HEIM BOARD MEMBER 2.00 0.00 X 0 0 0 NINA HENDERSON BOARD MEMBER (AS OF APRIL 2024) 2.00 0.00 X 0 0 0 OSAGIE O IMASOGIE BOARD MEMBER 2.00 10.00 X 0 0 0 PATRICIA HARRON IMBESI BOARD MEMBER 2.00 0.00 X 0 0 0 ERIKA H JAMES PHD BOARD MEMBER 2.00 10.00 X 0 0 0 PHILIP JAURIGUE BOARD MEMBER 2.00 0.00 X 0 0 0 KENYATTA JOHNSON BOARD MEMBER (AS OF APRIL 2024) 2.00 0.00 X 0 0 0 BENNETT KEISER BOARD MEMBER 2.00 0.00 X 0 0 0 CHRISTOPHER M KEITH BOARD MEMBER 2.00 0.00 X 0 0 0 MICHAEL KIHN BOARD MEMBER (THRU SEP 2023) 2.00 0.00 X 0 0 0 NEAL W KROUSE BOARD MEMBER 2.00 0.00 X 0 0 0 LAUREN LAMBRUGO BOARD MEMBER 2.00 0.00 X 0 0 0 JOAN LAU BOARD MEMBER 2.00 0.00 X 0 0 0 KELLY LEE BOARD MEMBER (THRU MARCH 2024) 2.00 0.00 X 0 0 0 BROOK LENFEST BOARD MEMBER 2.00 10.00 X 0 0 0 JEFFREY LEONARD BOARD MEMBER 2.00 0.00 X 0 0 0 BRUCE G LETO BOARD MEMBER 2.00 2.00 X 0 0 0 TOD J MACKENZIE BOARD MEMBER 2.00 0.00 X 0 0 0 JOSEPH M MANKO SR BOARD MEMBER 2.00 0.00 X 0 0 0 SANDRA G MARSHALL BOARD MEMBER 2.00 0.00 X 0 0 0 JEFFREY MCFADDEN BOARD MEMBER (THRU DEC 2023) 2.00 0.00 X 0 0 0 JOHN H MCFADDEN BOARD MEMBER 2.00 2.00 X 0 0 0 JAMI WINTZ MCKEON BOARD MEMBER 2.00 10.00 X 0 0 0 STAN MIDDLEMAN BOARD MEMBER 2.00 0.00 X 0 0 0 ELIZABETH MURPHY BOARD MEMBER (THRU JUNE 2024) 2.00 10.00 X 0 0 0 SULAIMAN RAHMAN BOARD MEMBER (THRU DEC 2023) 2.00 4.00 X 0 0 0 JON MICHAEL RICHTER BOARD MEMBER 2.00 0.00 X 0 0 0 CAROLINE B ROGERS BOARD MEMBER 2.00 14.00 X 0 0 0 MICHELE KREISLER RUBENSTEIN BOARD MEMBER 2.00 0.00 X 0 0 0 CHARLES E RYAN BOARD MEMBER 2.00 0.00 X 0 0 0 ADELE K SCHAEFFER BOARD MEMBER 2.00 2.00 X 0 0 0 DALILA WILSON-SCOTT BOARD MEMBER 2.00 0.00 X 0 0 0 DIANNE SEMINGSON BOARD MEMBER 2.00 0.00 X 0 0 0 PETER L SHAW BOARD MEMBER 2.00 0.00 X 0 0 0 ADRIENNE SIMPSON BOARD MEMBER 2.00 4.00 X 0 0 0 MATTHEW TAYLOR BOARD MEMBER 2.00 0.00 X 0 0 0 JENNIFER F TERRY BOARD MEMBER 2.00 0.00 X 0 0 0 SHERRY VARRELMAN BOARD MEMBER (THRU DEC 2023) 2.00 0.00 X 0 0 0 LAURIE WAGMAN BOARD MEMBER 2.00 0.00 X 0 0 0 ROBERT WILSON BOARD MEMBER 2.00 0.00 X 0 0 0 RICHARD B WORLEY BOARD MEMBER 2.00 10.00 X 0 0 0 ALISON YOUNG BOARD MEMBER (THRU JAN 2024) 2.00 0.00 X 0 0 0 JOSEPH ZEBROWITZ BOARD MEMBER 2.00 0.00 X 0 0 0 BIN ZHANG BOARD MEMBER 2.00 0.00 X 0 0 0 MICHAEL ZISMAN BOARD MEMBER 2.00 6.00 X 0 0 0 MARIO MESTICHELLI BOARD MEMBER (NON-VOTING)/EVP & CFO 5.00 45.00 X 0 368363 59311 0 5359005 493580 0 0 1 0 0 11130093 11130093 MANAGEMENT FEES 561110 4732291 4732291 4732291 5289 5289 15867673 4732291 0 5289 1685000 1685000 304570 304570 3343 3343 COMP & BENEFITS ALLOC. 4427721 4427721 6420634 6420634 0 0 22248 5891772 0 4470093 0 340216 0 0 0 0 0 0 0 0 0 0 22248 10702081 25000 3892 0 0 0 1253902 25000 1257794 X -2752 -806 9445093 -2752 9444287 22248 10702081 9447039 0 X 0 1 X 1 0 X 11130093 11130093 11130093 11130093 5889584 5240509 5289 5289 11135382 12403476 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 OPERATING EXPENSES CLEARING LIABILITY 1000000 DUE TO RELATED PARTIES 253902 1253902 X PART X, LINE 2: UNDER PROVISIONS OF THE IRC SECTION 501(C)(3), AND THE APPLICABLE INCOME TAX REGULATIONS OF PENNSYLVANIA, POKC IS EXEMPT FROM TAXES ON INCOME OTHER THAN UNRELATED BUSINESS INCOME. POKC 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. POKC DOES NOT BELIEVE ITS CONSOLIDATED FINANCIAL STATEMENTS INCLUDE ANY MATERIAL UNCERTAIN TAX POSITIONS. 1 KIMMEL CENTER INC 300 S BROAD STREET PHILADELPHIA PA 19103 232865855 501(C)(3) 933734 0 PROGRAM AND CAPITAL SUPPORT PHILADELPHIA ORCHESTRA ASSOCIATION 300 S BROAD STREET PHILADELPHIA PA 19103 231352289 501(C)(3) 751266 0 PROGRAM AND CAPITAL SUPPORT 2 0 PART I, LINE 2: THE ORGANIZATION ONLY PROVIDED GRANTS TO ITS CONTROLLED AFFILIATES. MANAGEMENT BELIEVES ITS STANDARD INTERNAL CONTROLS PROVIDE THE NECESSARY PROCEDURES FOR MONITORING THE USE OF THE GRANT FUNDS BY ITS CONTROLLED AFFILIATES. 0 1 0 0 0 0 0 0 0 YANNICK NEZET-SEGUIN MUSIC DIR/BOARD MEMBER 0 1753000 0 0 0 0 0 0 0 0 0 1753000 0 0 MATIAS TARNOPOLSKY BOARD MEMBER/PRES & CEO 0 716273 0 201880 0 504 0 119850 0 34211 0 1072718 0 0 ANNE C EWERS BOARD MEMBER (THRU DEC 2023) 0 287377 0 381854 0 3090 0 0 0 8099 0 680420 0 0 DAVID KIM MUSICIAN/BOARD MEMBER 0 456771 0 0 0 2916 0 14651 0 36392 0 510730 0 0 MARIO MESTICHELLI BOARD MEMBER (NON-VOTING)/EVP & CFO 0 342859 0 25000 0 504 0 26400 0 32911 0 427674 0 0 JULIETTE KANG MUSICIAN/BD MEMBER (THRU DEC 2023) 0 264322 0 0 0 1631 0 12237 0 34694 0 312884 0 0 JAE DARA MORALES MUSICIAN/BOARD MEMBER 0 199868 0 0 0 1790 0 12237 0 37309 0 251204 0 0 WILLIAM POLK MUSICIAN/BOARD MEMBER 0 170512 0 0 0 1790 0 12237 0 32309 0 216848 0 0 DAVID B FAY MUSICIAN/BD MEMBER (THRU DEC 2023) 0 169966 0 0 0 2926 0 16034 0 25823 0 214749 0 0 KERRI RYAN MUSICIAN/BD MEMBER (AS OF DEC 2023) 0 196252 0 0 0 1631 0 12237 0 730 0 210850 0 0 NATHANIAL WEST MUSICIAN/BD MEMBER (AS OF DEC 2023) 0 174653 0 0 0 1636 0 12237 0 12982 0 201508 0 0 PART I, LINE 3 THE PHILADELPHIA ORCHESTRA AND KIMMEL CENTER, INC. (POKC) DOES NOT HAVE ANY PAID EMPLOYEES; ALL COMPENSATION TO THE CEO ON PART VII OF THE FORM 990 WAS PAID BY A RELATED ORGANIZATION, THE PHILADELPHIA ORCHESTRA ASSOCIATION (ASSOCIATION). THE ASSOCIATION UNDERTAKES A THOROUGH PROCESS TO ENSURE THAT THE EXECUTIVE COMPENSATION IT PAYS TO ITS CEO 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 DIRECTORS 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 THE PHILADELPHIA ORCHESTRA AND KIMMEL CENTER, INC. BOARD MEMBER AND OFFICER, MATIAS TARNOPOLSKY, WAS THE PRESIDENT/CEO OF THE PHILADELPHIA ORCHESTRA ASSOCIATION (POA) THROUGHOUT CALENDAR YEAR 2023. AS PART OF HIS EMPLOYMENT AGREEMENT, MR. TARNOPOLSKY PARTICIPATED 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 III, LINE 4A THE ORGANIZATION WAS ESTABLISHED TO SERVE AS THE CONTROLLING MEMBER OF A GROUP OF AFFILIATED ORGANIZATIONS THAT INCLUDES THE PHILADELPHIA ORCHESTRA ASSOCIATION (THE ORCHESTRA) AND KIMMEL CENTER, INC. (THE KIMMEL) IN ORDER TO BROADEN THE CULTURAL, ARTISTIC AND EDUCATIONAL REACH OF THE AFFILIATED GROUP. EACH OF THE KIMMEL AND THE ORCHESTRA IS A PENNSYLVANIA NONPROFIT CORPORATION AND A PUBLIC CHARITY DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE CODE). THE ORCHESTRA WAS FORMED IN 1903 TO SHARE THE TRANSFORMATIVE POWER OF MUSIC WITH THE WIDEST POSSIBLE AUDIENCE AND TO CREATE JOY, CONNECTION, AND EXCITEMENT THROUGH MUSIC IN THE PHILADELPHIA REGION, ACROSS THE COUNTRY, AND AROUND THE WORLD. THE ORCHESTRA IS ALSO THE SOLE MEMBER OF THE ACADEMY OF MUSIC OF PHILADELPHIA, INC. THE KIMMEL WAS FORMED IN 1996 TO OPERATE A WORLD-CLASS PERFORMING ARTS CENTER THAT ENGAGES AND SERVES A BROAD AND DIVERSE AUDIENCE FROM THE GREATER PHILADELPHIA REGION. THE ORCHESTRA AND THE KIMMEL HAVE A LONG HISTORY OF CLOSE COLLABORATION, WHICH HAS DEEPENED SIGNIFICANTLY OVER THE PAST FEW YEARS. AS A RESULT, THE TWO ORGANIZATIONS DETERMINED IT WOULD BE IN THEIR MUTUAL BEST INTEREST TO REIMAGINE THEIR RELATIONSHIP AND MORE CLOSELY ALIGN THEIR ACTIVITIES AND OPERATIONS. THE ORGANIZATION WAS FORMED FOR THIS PURPOSE. UNDER THIS NEW STRUCTURE, THE ORCHESTRA AND THE KIMMEL WILL OPERATE IN CONCERT UNDER THE UMBRELLA OF THE ORGANIZATION, AND THE ORGANIZATION WILL PROVIDE OVERSIGHT, GUIDANCE, STRATEGIC VISION AND PROGRAMMATIC COORDINATION AND PLANNING TO THE KIMMEL AND THE ORCHESTRA. SIMILARLY, IT WILL SEEK TO BRING THE GREATEST PERFORMANCES AND MOST IMPACTFUL EDUCATION AND COMMUNITY PROGRAMS, IN PERSON AND DIGITALLY, TO THE DIVERSE AUDIENCES OF PHILADELPHIA, AND BEYOND. IN THIS WAY, THE ORGANIZATION WILL REIMAGINE THE POWER OF THE ARTS TO BRING JOY, CREATE COMMUNITY, AND EFFECT CHANGE - TO UPLIFT ALL PHILADELPHIANS AND CITIZENS OF THE COMMONWEALTH OF PENNSYLVANIA. 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 2 BUSINESS/FAMILY RELATIONSHIPS THE PHILADELPHIA ORCHESTRA AND KIMMEL CENTER, INC. HAS SEVERAL BOARD MEMBERS WITH BUSINESS RELATIONSHIPS WITH EACH OTHER, AS FOLLOWS: BOARD MEMBERS SARAH MILLER COULSON AND RICHARD WORLEY HAVE BOTH A BUSINESS RELATIONSHIP AND A FAMILY RELATIONSHIP. BOARD MEMBERS JOSEPH FIELD AND JOHN MCFADDEN HAVE A BUSINESS RELATIONSHIP. BOARD MEMBERS MARK DICHTER AND JAMI WINTZ MCKEON HAVE A BUSINESS RELATIONSHIP 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 POA REQUIRES TO PREPARE THE POKC'S ANNUAL IRS FORM 990. FORM 990, PART VI, LINES 13 AND 14: THE POKC OPERATES UNDER THE WHISTLEBLOWER AND DOCUMENT RETENTION POLICIES OF ITS RELATED ORGANIZATION, PHILADELPHIA ORCHESTRA ASSOCIATION. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION DOES NOT HAVE ANY PAID EMPLOYEES; ALL COMPENSATION TO OFFICERS, DIRECTORS AND KEY EMPLOYEES 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 AND AUDITED FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC BY RETAINING A COPY AT ITS PLACE OF BUSINESS AND ON ITS WEBSITE AT WWW.ENSEMBLEARTSPHILLY.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. 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 ASSOC ENDOWMENT 1600 MARKET STREET- TAX DEPT PHILADELPHIA PA 19103 236227203 SUPPORTING POA 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 1 PHILADELPHIA ORCHESTRA ASSOCIATION 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 231352289 ORCHESTRA PA 501(C)(3) LINE 10 POKC 1 THE ACADEMY OF MUSIC ENDOWMENT FUND 1600 MARKET ST 4TH FLOOR PHILADELPHIA PA 19103 232108123 SUPPORTING AOM PA 501(C)(3) LINE 12A, I AOM 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 PHILADELPHIA ORCHESTRA ASSOCIATION O 3234927 COST KIMMEL CENTER INC O 1192794 COST PHILADELPHIA ORCHESTRA ASSOCIATION N 66429 COST KIMMEL CENTER INC N 238141 COST