2026-07-15T10:05:11-05:00 2025-08-31 991856619 GRANT THORNTON ADVISORS LLC 2001 MARKET STREET SUITE 800 PHILADELPHIA PA 19103 990 2024-09-01 231352289 PHILADELPHIA ORCHESTRA ASSOCIATION PHIL 2158931900 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 MARIO MESTICHELLI CFO/TREASURER 2158931900 2026-07-15 1 0 RUSSLEE ARMSTRONG P00288383 2155614200 2024 2025-03-06 01:10:19Z RYAN FLEUR 300 SOUTH BROAD STREET PHILADELPHIA PA 19102 88402611 0 X WWW.ENSEMBLEARTSPHILLY.ORG X 1903 PA TO SHARE THE TRANSFORMATIVE POWER OF MUSIC WITH THE WIDEST AUDIENCE. 15 14 0 450 0 1825 31556198 27253912 19695186 18380012 29536761 18211858 3590215 1127719 84378360 64973501 50000 0 0 0 37670124 38234865 105002 26547 2908862 26978665 21667895 64803791 59929307 19574569 5044194 234452476 243452395 24624760 23517989 209827716 219934406 TO SHARE THE TRANSFORMATIVE POWER OF MUSIC WITH THE WIDEST AUDIENCE. 0 0 44296684 0 19448069 ORCHESTRAL MUSIC PROGRAMS: THE PHILADELPHIA ORCHESTRA TOOK PART IN APPROXIMATELY 140 PERFORMANCE EVENTS THROUGHOUT THE YEAR: MAIN CLASSICAL SERIES (68), SPECIAL CONCERTS (26), FAMILY, SCHOOL AND COMMUNITY EVENTS (39) AND TOURS AND REGIONAL CONCERTS (35). THE PHILADELPHIA ORCHESTRA ALSO PROVIDED FREE VIRTUAL CONCERTS THROUGH ITS WEBSITE AND COMMUNITY ENGAGEMENT OFFERINGS. 44296684 1 1 0 1 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 1 0 0 1 1 0 0 0 0 1 0 0 0 1 0 0 0 0 1 0 0 0 1 1 1 1 0 0 1 X 210 0 1 0 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 15 14 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 & CEO (THRU 12/24) 20.00 30.00 X X 0 1159583 66031 RYAN FLEUR -BOARD MEMBER/PRES & CEO (AS OF 04/25) 20.00 30.00 X X 0 486110 65030 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 SARAH MILLER COULSON BOARD MEMBER (AS OF 09/24) 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 5.00 7.00 X 0 0 0 JULIA HALLER MD BOARD MEMBER 5.00 7.00 X 0 0 0 OSAGIE O IMASOGIE BOARD MEMBER 5.00 7.00 X 0 0 0 ERIKA H JAMES PHD 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 CAROLINE B ROGERS BOARD MEMBER 2.00 14.00 X 0 0 0 ADRIENNE SIMPSON BOARD MEMBER 5.00 7.00 X 0 0 0 RICHARD B WORLEY BOARD MEMBER 5.00 7.00 X 0 0 0 MICHAEL ZISMAN BOARD MEMBER 5.00 9.00 X 0 0 0 CRYSTAL BREWE EXEC VP & COO (AS OF 02/25) 20.00 25.00 X 0 364063 61929 MITCHELL BASSION SECRETARY (THRU 12/24) 40.00 5.00 X 0 281465 36724 MARIO MESTICHELLI BOARD MEMBER(NON-VOTING)/CFO/TREAS 20.00 30.00 X 0 358273 62133 0 2649494 291847 0 0 1 0 9482-4075 QUEBEC INC 1270 RUE CHABANEL E MONTRAEL QUEBEC CA H2M 1E1 MUSIC & ARTISTIC DIR SVCS 1276333 OPUS 3 ARTISTS LLC 348 W 57TH STREET SUITE 282 NEW YORK NY 10019 ARTIST MANAGEMENT 776649 ALLIED GLOBAL MARKETING 101 HUNTINGTON AVE SUITE 515 BOSTON MA 02199 MARKETING AND ADVERTISING 698931 NAKA TECHNOLOGIES LLC 201 CREATIVE DRIVE CENTRAL ISLIP NY 11722 IT SERVICES 509068 CHAMBERS GROUP 147 PENNSYLVANIA AVE MALVERN PA 19355 MARKETING AND ADVERTISING 367457 24 746729 3270047 1175000 22062136 3214741 27253912 PHILADELPHIA CONCERTS 711130 12164750 12164750 SUMMER CONCERTS 711130 3032334 3032334 TOUR CONCERTS 711130 2469000 2469000 OUT OF TOWN CONCERTS 711130 450000 450000 EDUCATION CONCERTS 711130 263928 263928 18380012 6223590 6223590 137205 137205 35068681 23080413 11988268 11988268 11988268 271154 746729 348697 -77543 -77543 EQUITY EARNINGS IN JV 711130 787754 787754 CONCERT EXPENSE REIMB 711130 130311 130311 MEDIA INCOME 711130 59701 59701 90291 90291 1068057 64973501 19448069 0 18271520 2676625 1606093 977655 92877 27727769 22387887 3894211 1445671 2784829 2390263 297144 97422 2951673 2061203 669258 221212 2093969 1640811 336800 116358 556563 15470 525793 15300 147781 147781 129500 129500 26547 26547 99426 99426 1539970 338321 875126 326523 1673711 1658384 14825 502 939836 205034 644803 89999 510765 510765 205181 205181 3087431 2773130 302967 11334 2697329 2521138 145579 30612 41266 767 39534 965 288 288 628563 628563 500619 793 499826 ARTISTIC EXPENSES 5241464 5241464 POKC MANAGEMENT FEE 1469643 1469643 MARKETING & PROMOTION 791371 557582 233789 EQUIPMENT/MUSIC RENTAL 293501 293501 1113687 399374 410273 304040 59929307 44296684 12723761 2908862 123534 198341 15018722 12837994 19540662 16254828 2673518 2284080 60000 200000 100000 1837568 1549549 14219728 10149632 4637589 4070096 175970591 193359576 0 0 812901 1239579 13577391 11558352 234452476 243452395 4564222 3310245 5993361 6831306 14067177 13376438 24624760 23517989 X 8134000 6911000 201693716 213023406 209827716 219934406 234452476 243452395 X 5044194 6558222 -1495726 X 0 1 X 1 0 X 30999915 54851523 31511726 31556198 27253912 176173274 1777942 12182143 14711591 19695186 18380012 66746874 32777857 67033666 46223317 51251384 45633924 242920148 11684000 17367000 7575000 11667000 9017000 57310000 0 11684000 17367000 7575000 11667000 9017000 57310000 185610148 4681842 5032779 5768007 6574827 6360795 28418250 4681842 5032779 5768007 6574827 6360795 28418250 1221672 2435700 2912104 3120912 1339211 11029599 38681371 74502145 54903428 60947123 53333930 282367997 0.65730 0.66120 0.10060 0.09920 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: SHARED SERVICES INCOME - 2020 AMOUNT: $ 894,729. 2021 AMOUNT: $ 1,749,174. 2022 AMOUNT: $ 1,872,185. 2023 AMOUNT: $ 1,915,922. 2024 AMOUNT: $ 0. SPECIAL EVENT REVENUE - 2020 AMOUNT: $ 212,710. 2021 AMOUNT: $ 197,550. 2022 AMOUNT: $ 274,088. 2023 AMOUNT: $ 123,972. 2024 AMOUNT: $ 271,154. EQUITY EARNINGS JV-TICKET PHL - 2020 AMOUNT: $ -297,667. 2021 AMOUNT: $ 224,595. 2022 AMOUNT: $ 204,416. 2023 AMOUNT: $ 489,189. 2024 AMOUNT: $ 787,754. MISCELLANEOUS INCOME - 2020 AMOUNT: $ 411,900. 2021 AMOUNT: $ 264,381. 2022 AMOUNT: $ 561,415. 2023 AMOUNT: $ 591,829. 2024 AMOUNT: $ 280,303. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 0 0 0 1 129500 129500 0 PART II-B, LINE 1: THE PHILADELPHIA ORCHESTRA ASSOCIATION INCURRED EXPENSES FOR CONSULTING FIRMS DUANE MORRIS, MILLIRON GOODMAN, WOJDAK, AND MAVEN INC FOR A TOTAL OF $129,500 DURING FISCAL YEAR ENDED AUGUST 31, 2025. THESE FIRMS WERE HIRED TO SOLICIT FUNDS FROM GOVERNMENTAL ENTITIES ON BEHALF OF THE PHILADELPHIA ORCHESTRA ASSOCIATION; HOWEVER, SINCE THESE FIRM ENGAGE IN LOBBYING ACTIVITIES THAT INDIRECTLY BENEFIT THE ORCHESTRA, THE ORGANIZATION IS TAKING A PRUDENT COURSE AND DISCLOSING THESE FEES IN THE FORM 990. 175284819 6908579 21400385 10234208 193359575 153126075 5493700 26311314 9646270 175284819 143503680 4870795 14670938 9919338 153126075 164937959 12261481 -24959929 8735831 143503680 130850691 6893980 34049936 6856648 164937959 0.01000 0.99000 1 1 1 1759420 1083400 676020 750809 393670 357139 11398499 8672562 2725937 311000 311000 4070096 ACCRUED BENEFIT OBLIGATION 9453136 LEASE LIABILITY 3923302 13376438 X 78706429 8281033 8000 5194624 13483657 65222772 99426 -348697 -249271 64973501 65345981 8000 5508100 5516100 59829881 99426 99426 59929307 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 $27,097,000 AND $25,106,000 IN FY25 AND FY24, 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 -1,353,681. REVENUE FROM ACADEMY OF MUSIC 2,107,979. INVESTMENT ACTIVITY - POA TRUST ENDOWMENT 1,591,474. INVESTMENT ACTIVITY - ACADEMY OF MUSIC 3,054,751. TRUST FEES -205,899. PART XI, LINE 4B - OTHER ADJUSTMENTS: SPECIAL EVENTS EXPENSE (RECLASS) -348,697. PART XII, LINE 2D - OTHER ADJUSTMENTS: ACADEMY OF MUSIC EXPENSES 3,904,419. SPECIAL EVENTS EXPENSE (RECLASS) 348,697. POSTRETIREMENT ADJUSTMENT 1,254,984. 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 EAST ASIA AND THE PACIFIC PROGRAM SERVICES TOURING PERFORMANCES 1758203 CENTRAL AMERICA AND THE CARIBBEAN FUNDRAISING 35000 CENTRAL AMERICA AND THE CARIBBEAN INVESTMENTS 64370238 0 0 0 0 0 0 66163441 0 66163441 1 1 0 0 0 0 PART I, LINE 3: THE PROGRAM RELATED EXPENDITURES REPORTED IN SCHEDULE F, PART I, LINE 3 COLUMN (F) IS THE ACCRUED VALUE AS REPORTED ON THE ORGANIZATION'S AUDITED FINANCIAL STATEMENTS. X X X X X X X 1 ARTSMARKETING SERVICES INC 850-36 TORONTO ST TORONTO ON CA M5C 2C5 TELEFUNDING 0 20971 6398 14573 RICHARD F BOHRER 7 BOLTON CT WILMINGTON DE 19810 CONSULTING 0 0 20149 -20149 20971 26547 -5576 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 1 163663 125735 37928 165978 62707 OPENING NIGHT 2 667358 475082 192276 1 186862 145912 40950 56295 63717 1017883 746729 271154 222273 126424 348697 -77543 SCHEDULE G, PART II EVENT #1: OPENING NIGHT IN SEPTEMBER 2024, MAJORITY OF REVENUE AND ALL EXPENSES CAPTURED BY THIS FORM 990; EVENT #2: OPENING NIGHT IN SEPTEMBER 2025, ONLY REVENUE COLLECTED BY AUGUST 2025 REFLECTED, ALL EXPENSES WILL BE REFLECTED ON THE YEAR ENDING AUGUST 2026 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 X 1 1 0 1 0 0 0 0 0 0 0 MATIAS TARNOPOLSKY - BOARD MEMBER/PRES & CEO (THRU 12/24) 0 736838 0 216300 0 206445 0 27600 0 38431 0 1225614 0 205728 RYAN FLEUR -BOARD MEMBER/PRES & CEO (AS OF 04/25) 0 435393 0 50000 0 717 0 27600 0 37430 0 551140 0 0 CRYSTAL BREWE EXEC VP & COO (AS OF 02/25) 0 313346 0 50000 0 717 0 26812 0 35117 0 425992 0 0 MARIO MESTICHELLI BOARD MEMBER(NON-VOTING)/CFO/TREAS 0 356983 0 0 0 1290 0 27600 0 34533 0 420406 0 0 MITCHELL BASSION SECRETARY (THRU 12/24) 0 280775 0 0 0 690 0 22660 0 14064 0 318189 0 0 PART I, LINE 1A AS PART OF ITS DOMESTIC TOURING ACTIVITIES IN CY25, THE PHILADELPHIA ORCHESTRA CHARTED A FLIGHT FOR THE ARTISTIC AND MUSIC DIRECTOR (AN OFFICER OF POKC). THIS WAS DONE BECAUSE NO COMMERCIAL FLIGHT COULD ACCOMMODATE THE TIME CONSIDERATIONS STEMMING FROM A TIGHT REHEARSAL AND CONCERT SCHEDULE. PART I, LINE 3 THE ORCHESTRA 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 AND KIMMEL CENTER, INC. (POKC). POKC 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. POKC 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, POKC'S 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 ORGANIZATION'S TOP EXECUTIVES. THE COMPENSATION COMMITTEE WILL THEN SET THE COMPENSATION FOR THE RELEVANT EXECUTIVE AND DOCUMENT THE DECISION IN BOARD MINUTES. APPLICABLE DOCUMENTS, EMAILS AND OTHER WRITINGS CREATED CONTEMPORANEOUSLY WERE USED AS THE BASIS FOR THE SELECTION AND COMPENSATION DECISIONS. PART I, LINE 4B THE PHILADELPHIA ORCHESTRA ASSOCIATION BOARD MEMBER AND OFFICER, MATIAS TARNOPOLSKY, WAS THE PRESIDENT/CEO OF THE PHILADELPHIA ORCHESTRA AND KIMMEL CENTER, INC. (POKC) UNTIL DECEMBER 2024. AS PART OF HIS EMPLOYMENT AGREEMENT, MR. TARNOPOLSKY PARTICIPATED IN POKC'S 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. NO PAYMENTS WERE MADE TO MR. TARNOPOLSKY UNDER THE PLAN IN CALENDAR YEAR 2024. MR. TARNOPOLSKY TERMINATED IN DECEMBER 2024. $486,000 WAS FORFEITED FROM THIS PLAN IN JANUARY 2025. M TARNOPOLSKY PRES/CEO (THRU 12/24) HOUSING RELOCATION X 250000 0 0 1 1 Y NEZET-SEGUIN MUSIC DIRECTOR HOUSING RELOCATION X 400000 100000 0 1 1 100000 SCHEDULE L, PART II, LOANS TO AND FROM INTERESTED PERSONS: 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, 2025, THE OUTSTANDING BALANCE ON THE LOAN WAS $100,000. X 31 3214741 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 V, LINE 2A FORM W-3 REPORTING FORM W-3 FOR THE FILING ORGANIZATION IS PROCESSED AND REPORTED BY ITS RELATED ORGANIZATION, THE PHILADELPHIA ORCHESTRA AND KIMMEL CENTER, INC. (EIN: 87-4303823). FORM 990, PART VI, SECTION A, LINE 2 BUSINESS/FAMILY RELATIONSHIPS THE PHILADELPHIA ORCHESTRA ASSOCIATION HAS 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 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 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 REASONABLE EFFORTS 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 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 AND KIMMEL CENTER, INC. 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.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 -1,258,769. OTHER -236,957. ORGANIZATIONAL INFORMATION THE PHILADELPHIA ORCHESTRA ASSOCIATION (POA) AND THE KIMMEL CENTER, INC. (KCI) ENTERED INTO A PARTNERSHIP AND AFFILIATION AGREEMENT ON OCTOBER 21, 2021. A NEW 501(C)(3) ORGANIZATION WAS ESTABLISHED CALLED THE PHILADELPHIA ORCHESTRA AND KIMMEL CENTER, INC. (POKC) TO SERVE AS THE COMMON CONTROLLING MEMBER/PARENT OF POA AND KCI. 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 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 193393 3447106 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 1353680 FMV ACADEMY OF MUSIC OF PHILADELPHIA INC A 234393 COST