2023-07-14T14:55:06-05:00 2022-08-31 366055558 GRANT THORNTON LLP 2001 MARKET STREET SUITE 700 PHILADELPHIA PA 19103 990 2021-09-01 231352289 PHILADELPHIA ORCHESTRA ASSOCIATION PHIL 2158931900 ONE SOUTH BROAD STREET 14TH FLOOR PHILADELPHIA PA 19107 MARIO MESTICHELLI CFO/ TREASURER 2158931900 2023-07-13 1 MARIO MESTICHELLI 999009999 RUSSLEE ARMSTRONG P00288383 2155614200 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z MATIAS TARNOPOLSKY ONE SOUTH BROAD STREET 14TH FLOOR PHILADELPHIA PA 19107 89717285 0 X WWW.PHILORCH.ORG X 1903 PA TO SHARE THE TRANSFORMATIVE POWER OF MUSIC WITH THE WIDEST AUDIENCE. 16 14 282 450 18665 16615 30999915 54851523 1777942 12182143 7113942 7274668 1226473 2467660 41118272 76775994 0 0 0 0 24599229 33171959 106150 158170 2691790 9644878 20292059 34350257 53622188 6768015 23153806 211538479 197766914 27022788 17440334 184515691 180326580 TO SHARE THE TRANSFORMATIVE POWER OF MUSIC WITH THE WIDEST AUDIENCE. 0 0 38108746 12671119 ORCHESTRAL MUSIC PROGRAMS: THE PHILADELPHIA ORCHESTRA TOOK PART IN APPROXIMATELY 192 PERFORMANCE EVENTS THROUGHOUT THE YEAR: MAIN CLASSICAL SERIES (69), SPECIAL CONCERTS (28), FAMILY, SCHOOL AND COMMUNITY EVENTS (38) TOURS AND REGIONAL CONCERTS (57) AND DIGITAL STAGE CONCERTS OFFERED THROUGH ONLINE STREAMING. THE PHILADELPHIA ORCHESTRA ALSO PROVIDED FREE VIRTUAL CONCERTS THROUGH ITS WEBSITE. 38108746 1 1 0 1 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 0 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 1 293 0 1 282 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 16 14 1 0 1 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 40.00 12.00 X X 725529 0 53113 DAVID KIM CONCERT MSTR/BD MBR(THRU DEC 2021) 40.00 2.00 X 365128 0 41061 JULIETTE KANG MUSICIAN/BD MBR (THRU DEC 2021) 40.00 2.00 X 198605 0 41494 DAVID B FAY MUSICIAN/BD MBR (THRU DEC 2021) 40.00 2.00 X 131921 0 36120 YANNICK NEZET-SEGUIN BD MEMBER(THRU DEC 2021)/MUSIC DIR 40.00 2.00 X 1124037 0 0 JAE DARA MORALES MUSICIAN/BD MBR (THRU DEC 2021) 40.00 2.00 X 144882 0 40799 WILLIAM POLK MUSICIAN/BD MBR (THRU DEC 2021) 40.00 2.00 X X 121821 0 40799 RALPH W MULLER CO-CHAIR 10.00 12.00 X X 0 0 0 MICHAEL ZISMAN CO-CHAIR (FROM DEC 2021) 10.00 12.00 X X 0 0 0 CAROLINE B ROGERS VICE CHAIR 5.00 12.00 X X 0 0 0 BRUCE G LETO VICE CHAIR (THRU DEC 2021) 5.00 4.00 X X 0 0 0 JOHN H MCFADDEN VICE CHAIR (THRU DEC 2021) 5.00 4.00 X X 0 0 0 SARAH MILLER COULSON BD MBR(THRU DEC 2021)/SECRETARY 5.00 2.00 X X 0 0 0 ROBERT CORRATO VICE CHAIR (FROM DEC 2021) 5.00 2.00 X X 0 0 0 MARK S DICHTER VICE CHAIR 5.00 2.00 X X 0 0 0 ALEXANDRA T VICTOR EDSALL VICE CHAIR (THRU DEC 2021) 5.00 2.00 X X 0 0 0 ANNE C EWERS VICE CHAIR (FROM DEC 2021) 5.00 2.00 X X 0 764326 27494 OSAGIE O IMASOGIE VICE CHAIR 5.00 2.00 X X 0 0 0 BROOK LENFEST VICE CHAIR (FROM DEC 2021) 5.00 2.00 X X 0 0 0 JOSEPH M MANKO SR VICE CHAIR (THRU DEC 2021) 5.00 2.00 X X 0 0 0 JAMI WINTZ MCKEON VICE CHAIR (FROM DEC 2021) 5.00 2.00 X X 0 0 0 ELIZABETH MURPHY VICE CHAIR (FROM DEC 2021) 5.00 2.00 X X 0 0 0 RICHARD B WORLEY VICE CHAIR 5.00 2.00 X X 0 0 0 JAMES P BRANDAU BOARD MEMBER (THRU DEC 2021) 2.00 4.00 X 0 0 0 ADELE K SCHAEFFER BOARD MEMBER (THRU DEC 2021) 2.00 4.00 X 0 0 0 PATRICK J BRENNAN MD BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 ELAINE WOO CAMARDA BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 MICHAEL M CONE BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 KENNETH DAVIS BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 JOSEPH M FIELD BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 MARK J FOLEY BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 JOHN FRY BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 LAUREN GILCHRIST BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 JUDITH GLICK BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 DONALD GOLDSMITH BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 JULIET J GOODFRIEND BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 JULIA HALLER MD BOARD MEMBER 2.00 2.00 X 0 0 0 LAUREN HART BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 ROBERT C HEIM BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 PATRICIA HARRON IMBESI BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 ERIKA H JAMES PHD BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 RONALD KAISERMAN BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 BENNETT KEISER BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 CHRISTOPHER M KEITH BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 MICHAEL KIHN BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 NEAL W KROUSE BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 KELLY LEE BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 TOD J MACKENZIE BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 ROBERT E MORTENSEN BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 SULAIMAN RAHMAN BOARD MEMBER (FROM DEC 2021) 2.00 2.00 X 0 0 0 JON MICHAEL RICHTER BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 NANCY ROGERS BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 DIANNE ROTWITT BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 CHARLES E RYAN BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 PETER L SHAW BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 ADRIENNE SIMPSON BOARD MEMBER 2.00 2.00 X 0 0 0 LINDY SNIDER BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 FABIO TERLEVICH BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 ALISON YOUNG BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 BIN ZHANG BOARD MEMBER (THRU DEC 2021) 2.00 2.00 X 0 0 0 ERIKA JAMES BOARD MEMBER (THRU DEC 2021) 2.00 0.00 X 0 0 0 ELISE DU PONT BOARD MEMBER (THRU DEC 2021) 2.00 0.00 X 0 0 0 HARRY R HALLORAN JR BOARD MEMBER (THRU DEC 2021) 2.00 0.00 X 0 0 0 RAMONA A VOSBIKIAN BOARD MEMBER (THRU DEC 2021) 2.00 0.00 X 0 0 0 MARIO MESTICHELLI BD MBR(NON-VOTING)/CFO/TREAS 40.00 12.00 X 229203 0 43797 RYAN FLEUR EXECUTIVE DIRECTOR 40.00 10.00 X 322300 0 52549 RICARDO MORALES MUSICIAN 40.00 0.00 X 301897 0 39981 DAVID BILGER MUSICIAN 40.00 0.00 X 253834 0 44456 KIMBERLY FISHER MUSICIAN 40.00 0.00 X 250884 0 36264 JEFFREY KHANER MUSICIAN 40.00 0.00 X 245728 0 39865 JENNIFER MONTONE RESSLER MUSICIAN 40.00 0.00 X 243979 0 38014 4659748 764326 575806 107 0 1 0 ACCORDANT LLC 171 ALPINE TERRACE OAKLAND CA 94618 HUMAN RESOURCES CONSULTANT 265704 TOLSMA PRODUCTIONS LLC 1418 S 13TH STREET PHILADELPHIA PA 19147 PRODUCTION SERVICES 251668 OPUS 3 ARTISTS LLC 348 W 57TH STREET SUITE 282 NEW YORK NY 10019 ARTISTIC MANAGEMENT 195700 AIR PLANNING LLC TWO MAIN STREET SALEM NH 03079 TRANSPORT SERVICES 185089 CHAMBERS GROUP 147 PENNSYLVANIA AVE MALVERN PA 19355 PRINTING 181196 18 452226 1748583 8366602 44284112 7582807 54851523 PHILADELPHIA CONCERTS 711130 6676700 6676700 OUT OF TOWN CONCERTS 711130 1928268 1928268 SUMMER CONCERTS 711130 1825123 1825123 TOUR CONCERTS 711130 1752052 1752052 12182143 4933000 18665 4914335 99779 99779 15215140 12873472 2341668 2341668 2341668 197550 452226 67819 129731 129731 SHARED SERVICES INCOME 711130 1749174 1749174 EQUITY EARNINGS IN JOINT VENTURE 711130 224595 224595 MEDIA INCOME 711130 154456 154456 109925 109925 2238150 76775994 12671119 18665 9234687 3427394 1450079 1977315 23262503 18814135 3440870 1007498 2054699 1605927 319163 129609 2571081 1645927 661986 263168 1856282 1377112 375871 103299 322654 1600 311971 9083 101016 101016 40000 40000 158170 158170 30612 30612 2066031 656242 741688 668101 469549 469549 912473 155237 621205 136031 1751046 1751046 56459 56459 3350025 2812880 518292 18853 3489161 3295530 179914 13717 81797 17899 38851 25047 672877 672877 369858 120126 249732 ARTISTIC EXPENSES 4100972 4100972 MARKETING & PROMOTION 594473 315920 278553 MEDIA & RECORDING 566848 566848 EQUIPMENT/MUSIC RENTAL 301548 301548 1014660 344756 550690 119214 53622188 38108746 12821652 2691790 133373 73160 27896190 19277272 3806507 17320754 1753589 3801893 150000 500000 1398577 2111851 12563563 8389050 3990000 4174513 164937959 143661181 0 0 -105299 119296 7577583 6726994 211538479 197766914 7154984 5257247 9510494 4571466 10357310 7611621 27022788 17440334 X 4520601 28258000 179995090 152068580 184515691 180326580 211538479 197766914 X 23153806 -30136752 2793835 X 0 1 X 1 1 1 X 24895337 75132034 27595567 30999915 54851523 213474376 15773331 17395395 8571649 1777942 12182143 55700460 40668668 92527429 36167216 32777857 67033666 269174836 9602000 7175000 5382000 11684000 17367000 51210000 0 9602000 7175000 5382000 11684000 17367000 51210000 217964836 9832563 6615710 4914808 4681842 5032779 31077702 9832563 6615710 4914808 4681842 5032779 31077702 2845002 2614494 1773825 1221672 2435700 10890693 53346233 101757633 42855849 38681371 74502145 311143231 0.70050 0.70940 0.09990 0.10270 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: SHARED SERVICES INCOME - 2017 AMOUNT: $ 1,984,558. 2018 AMOUNT: $ 1,842,310. 2019 AMOUNT: $ 1,617,746. 2020 AMOUNT: $ 894,729. 2021 AMOUNT: $ 1,749,174. SPECIAL EVENT REVENUE - 2017 AMOUNT: $ 390,968. 2018 AMOUNT: $ 357,176. 2019 AMOUNT: $ 206,365. 2020 AMOUNT: $ 212,710. 2021 AMOUNT: $ 197,550. EQUITY EARNINGS JV-TICKET PHL - 2017 AMOUNT: $ 205,765. 2018 AMOUNT: $ 104,732. 2019 AMOUNT: $ -269,918. 2020 AMOUNT: $ -297,667. 2021 AMOUNT: $ 224,595. MISCELLANEOUS INCOME - 2017 AMOUNT: $ 263,711. 2018 AMOUNT: $ 310,276. 2019 AMOUNT: $ 219,632. 2020 AMOUNT: $ 411,900. 2021 AMOUNT: $ 264,381. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 0 0 0 1 40000 40000 0 PART II-B, LINE 1: THE PHILADELPHIA ORCHESTRA ASSOCIATION PAID CONSULTING FIRM DUANE MORRIS $40,000 DURING FISCAL YEAR ENDED AUGUST 31, 2022. THIS FIRM WAS HIRED TO SOLICIT FUNDS FROM GOVERNMENTAL ENTITIES ON BEHALF OF THE PHILADELPHIA ORCHESTRA ASSOCIATION; HOWEVER, SINCE THIS FIRM ENGAGES IN LOBBYING ACTIVITIES THAT INDIRECTLY BENEFIT THE ORCHESTRA, THE ORGANIZATION IS TAKING A PRUDENT COURSE AND DISCLOSING THESE FEES IN THE FORM 990. 164937959 12261481 -24959929 8735831 143503680 130850691 6893980 34049936 6856648 164937959 117055754 3398659 17372045 6975767 130850691 70339794 51411858 869548 5565446 117055754 66575219 3045632 4332852 3613909 70339794 0.01000 0.99000 1 1 1 1734533 953486 781047 591200 586914 4286 9942830 6848650 3094180 295000 295000 4174513 ACCRUED BENEFIT OBLIGATION 7454121 457F DEFERRED COMP LIABILITY 157500 7611621 X 41379706 -35016193 2000 -419302 -35433495 76813201 30612 -67819 -37207 76775994 57761699 2000 4168123 4170123 53591576 30612 30612 53622188 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 $21,957,000 AND $27,520,000 IN FY22 AND FY21, 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 -1,228,134. REVENUES FROM ACADEMY OF MUSIC 1,534,638. INVESTMENT ACTIVITY - POA TRUST ENDOWMENT 616,737. INVESTMENT ACTIVITY - ACADEMY OF MUSIC -4,075,711. POSTRETIREMENT ADJUSTMENT 2,796,284. TRUST FEES -63,116. PART XI, LINE 4B - OTHER ADJUSTMENTS: SPECIAL EVENT EXPENSE (RECLASS) -67,819. PART XII, LINE 2D - OTHER ADJUSTMENTS: ACADEMY OF MUSIC EXPENSES 4,100,304. SPECIAL EVENTS EXPENSE (RECLASS) 67,819. SCHEDULE D, PARTS XI/XII THE PHILADELPHIA ORCHESTRA ASSOCIATION PREPARES CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT INCLUDE THE OPERATION 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. X X X X X X X 1 DCM INC 330 W 38TH STREET NEW YORK NY 10018 TELEFUNDING 0 0 77335 -77335 RICHARD F BOHRER CONSULTING 7 BOLTON CT WILMINGTON DE 19810 CONSULTING 0 0 80835 -80835 158170 -158170 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 120778 89599 31179 34315 33504 OPENING NIGHT 2 528998 362627 166371 649776 452226 197550 34315 33504 67819 129731 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 X X X X 0 0 0 0 0 1 0 1 1 1 YANNICK NEZET-SEGUIN BD MEMBER(THRU DEC 2021)/MUSIC DIR 1124037 0 0 0 0 0 0 0 0 0 1124037 0 0 0 ANNE C EWERS VICE CHAIR (FROM DEC 2021) 0 516399 0 191227 0 56700 0 13000 0 14494 0 791820 0 0 MATIAS TARNOPOLSKY BOARD MEMBER/PRES AND CEO 449839 0 275000 0 690 0 23200 0 29913 0 778642 0 0 0 DAVID KIM CONCERT MSTR/BD MBR(THRU DEC 2021) 364612 0 0 0 516 0 9162 0 31899 0 406189 0 0 0 RYAN FLEUR EXECUTIVE DIRECTOR 261610 0 60000 0 690 0 23200 0 29349 0 374849 0 0 0 RICARDO MORALES MUSICIAN 301717 0 0 0 180 0 8654 0 31327 0 341878 0 0 0 DAVID BILGER MUSICIAN 253042 0 0 0 792 0 12115 0 32341 0 298290 0 0 0 KIMBERLY FISHER MUSICIAN 250608 0 0 0 276 0 11015 0 25249 0 287148 0 0 0 JEFFREY KHANER MUSICIAN 244936 0 0 0 792 0 12115 0 27750 0 285593 0 0 0 JENNIFER MONTONE RESSLER MUSICIAN 243859 0 0 0 120 0 9365 0 28649 0 281993 0 0 0 MARIO MESTICHELLI BD MBR(NON-VOTING)/CFO/TREAS 198513 0 30000 0 690 0 15751 0 28046 0 273000 0 0 0 JULIETTE KANG MUSICIAN/BD MBR (THRU DEC 2021) 198425 0 0 0 180 0 9365 0 32129 0 240099 0 0 0 JAE DARA MORALES MUSICIAN/BD MBR (THRU DEC 2021) 144702 0 0 0 180 0 9365 0 31434 0 185681 0 0 0 DAVID B FAY MUSICIAN/BD MBR (THRU DEC 2021) 131129 0 0 0 792 0 12115 0 24005 0 168041 0 0 0 WILLIAM POLK MUSICIAN/BD MBR (THRU DEC 2021) 121641 0 0 0 180 0 9365 0 31434 0 162620 0 0 0 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 THE PERIOD ENDED AUGUST 31, 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. PART I, LINE 8 MR. TARNOPOLSKY ENTERED INTO AN EMPLOYMENT CONTRACT WITH THE PHILADELPHIA ORCHESTRA ASSOCIATION ON MAY 24, 2018. MR. TARNOPOLSKY COMMENCED HIS EMPLOYMENT ON AUGUST 15, 2018. THIS AGREEMENT WAS SUPERCEDED BY A NEW EMPLOYMENT CONTRACT EFFECTIVE DECEMBER 2, 2021. M TARNOPOLSKY PRES/CEO HOUSING RELOCATION X 250000 100000 0 1 1 Y NEZET-SEGUIN MUSIC DIRECTOR HOUSING RELOCATION X 400000 400000 0 1 1 500000 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, INTEREST BEARING AND IS REPAYABLE OVER FIVE YEARS. BALANCE AS OF 8/31/22 IS $100,000. IN FY 22, THE LOAN WAS RESTRUCTURED AND THE BALANCE OF $100,000 IS REPAYABLE OVER FIVE YEARS.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, 2022, THE OUTSTANDING BALANCE ON THE LOAN WAS $400,000. X 41 7582807 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 BUSINESS/FAMILY RELATIONSHIPS THE PHILADELPHIA ORCHESTRA ASSOCIATION 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 FABIO TERLEVICH AND RICHARD WORLEY HAVE A BUSINESS RELATIONSHIP. BOARD MEMBERS MARK DICHTER AND JAMI WINTZ MCKEON HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION A, LINE 4 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 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 H/R 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 HUMAN RESOURCES 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 2,785,561. OTHER 8,274. SUBSEQUENT TO YEAR END 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 PA 501(C)(3) LINE 7 N/A 0 TICKET PHILADELPHIA 1500 WALNUT ST 17TH PHILADELPHIA PA 17103 455625606 TICKET SALES PA KIMMELCENTER RELATED 227160 1678606 0 1 0.30790 0 0 1 0 0 0 0 0 0 0 0 1 0 1 1 0 1 0 1 PHILADELPHIA ORCHESTRA ENDOWMENT FUND C 1228134 FMV THE ACADEMY OF MUSIC OF PHILADELPHIA INC S 288989 FMV