2015-11-09T14:23:34-06:00 2014-12-31 420714325 RSM US LLP 751 ARBOR WAY SUITE 200 BLUE BELL PA 19422 990 2014-01-01 236000149 THE BARNES FOUNDATION BARN 2152787000 2025 BENJAMIN FRANKLIN PARKWAY PHILADELPHIA PA 19130 MARGARET B ZMINDA EXECUTIVE VP, CFO AND COO 2152787000 2015-11-06 1 CHRISTOPHER M PEKULA P00734965 2156418600 2014 2016-03-07 17:11:31Z THOMAS COLLINS 2025 BENJAMIN FRANKLIN PARKWAY PHILADELPHIA PA 19130 28202179 0 X WWW.BARNESFOUNDATION.ORG X EDUCATIONAL INSTITUTION 1922 PA TO PROMOTE THE ADVANCEMENT OF EDUCATION AND THE APPRECIATION OF THE FINE ARTS AND HORTICULTURE. TO MAINTAIN AN ART GALLERY CONTAINING WORKS OF ANCIENT AND MODERN ART, AS WELL AS AN ARBORETUM. 15 15 208 91 347725 13958 8904566 8761688 5984747 5567010 1349741 2948510 1356699 919000 17595753 18196208 0 0 0 0 8372276 7982621 213559 227780 2666200 14698305 15028871 23284140 23239272 -5688387 -5043064 207803120 202948913 2181001 2495025 205622119 200453888 X TO PROMOTE THE ADVANCEMENT OF EDUCATION AND THE APPRECIATION OF THE FINE ARTS AND HORTICULTURE. TO MAINTAIN AN ART GALLERY CONTAINING WORKS OF ANCIENT AND MODERN ART, AS WELL AS AN ARBORETUM. 0 0 7532907 123135 THE FOUNDATION ENGAGES IN AN ACTIVE PROGRAM OF COLLECTION CARE AND CONSERVATION. THE BARNES ART COLLECTION COMPRISES OVER 8,000 WORKS OF FINE AND DECORATIVE ARTS, INCLUDING PAINTINGS, FRAMES, WORKS ON PAPER, FURNITURE AND DECORATIVE METALWORK. THE FOUNDATION'S PHILADELPHIA FACILITY INCLUDES A STATE-OF-THE-ART PAINTING CONSERVATION LAB. THE FOUNDATION EXPANDED ITS SPECIAL EXHIBITION PROGRAM IN 2014, PRESENTING 3 SPECIAL EXHIBITIONS DURING THE YEAR. FROM JANUARY 24 THROUGH APRIL 23, 2014, THE BARNES PRESENTED AN EXHIBITION OF THE WORKS OF CONTEMPORARY ARTIST YINKA SHONIBARE, MBE. THIS SHOW WAS VISITED BY APPROXIMATELY 39,000 GUESTS DURING THE RUN OF THE SHOW, WHICH INCLUDED THREE WORKS WHICH WERE COMMISSIONED BY THE BARNES FOUNDATION. THIS SHOW WAS CURATED BY THE FOUNDATION'S GUND FAMILY CHIEF CURATOR, JUDITH DOLKART. FROM JUNE 22 THROUGH SEPTEMBER 22, 2014, THE BARNES PRESENTED THE EXHIBITION THE WORLD IS AN APPLE: THE STILL LIFES OF PAUL CEZANNE WHICH WAS CURATED BY BENEDICT LECA, THE DIRECTOR FOR CURATORIAL AFFAIRS AT THE ART GALLERY OF HAMILTON IN HAMILTON, ONTARIO, CANADA. THIS SHOW WAS VISITED BY APPROXIMATELY 76,000 GUESTS DURING THE RUN OF THE SHOW, WHICH INCLUDED LOANED WORKS FROM PRIVATE COLLECTIONS AND MUSEUMS FROM AROUND THE WORLD. IN NOVEMBER 2014, THE BARNES PRESENTED THE EXHIBITION WILLIAM J, GLACKENS : ARTIST AND FRIEND, THE FIRST MAJOR SHOW IN 50 YEARS OF THE ART OF WILLIAM GLACKENS, AN EARLY ADVISOR TO THE FOUNDATION'S FOUNDER, DR. ALBERT C. BARNES. THROUGH THE END OF 2014, APPROXIMATELY 38,000 GUESTS VISITED THIS EXHIBITION, WHICH WAS ON VIEW UNTIL FEBRUARY 2015. THIS EXHIBITION WAS CURATED BY AVIS BERMAN, INDEPENDENT WRITER AND ART HISTORIAN AND INCLUDED WORKS FROM PRIVATE COLLECTIONS AND MUSEUMS FROM AROUND THE WORLD, AS WELL AS PERSONAL PHOTOGRAPHS AND OTHER ARCHIVAL MATERIALS. A DAY-LONG SYMPOSIUM ON THE ART OF WILLIAM GLACKENS WAS HELD IN CONNECTION WITH THIS EXHIBITION, WHICH INCLUDED SCHOLARS FROM AROUND THE COUNTRY. THE FOUNDATION CONDUCTS ONGOING SCHOLARSHIP AND RESEARCH ON OBJECTS AND WORKS OF ART IN ITS COLLECTION, AND ON THE HISTORY OF THE ORGANIZATION AND ITS FOUNDERS. THE FOUNDATION HAS A ROBUST PUBLICATIONS PROGRAM, WHICH PUBLISHED SIGNIFICANT CATALOGUES IN CONNECTION WITH THE YINKA SHONIBARE AND WILLIAM GLACKENS EXHIBITIONS. AS OF THE END OF THE YEAR 2014, THERE WERE AN ADDITIONAL FOUR SIGNIFICANT PUBLICATIONS UNDER DEVELOPMENT RELATED TO THE FOUNDATION'S COLLECTION OR UPCOMING EXHIBITIONS.THE FOUNDATION ALSO MAINTAINS AN ARCHIVE CONTAINING THE PERSONAL PAPERS OF DR. BARNES AND OTHER DOCUMENTATION RELATED TO THE HISTORY OF THE ORGANIZATION. THE ARCHIVE IS MADE AVAILABLE TO THE FOUNDATION'S STUDENTS AND DOCENTS AS WELL AS TO SCHOLARS AND RESEARCHERS. THE FOUNDATION ALSO HAS AN ART LIBRARY IN ITS PHILADELPHIA FACILITY WHICH IS OPEN TO STUDENTS, FACULTY AND THE GENERAL PUBLIC.THE FOUNDATION ALSO HAS A LARGE LIVING COLLECTION, WHICH IS MAINTAINED IN ITS 12 ACRE ARBORETUM. THE LIVING COLLECTION CONTAINS OVER 2,500 TAXA OF WOODY PLANTS AND PERENNIALS. IN ADDITION, THE FOUNDATION HAS AN HERBARIUM WHICH INCLUDES OVER 10,000 PRESERVED PLANT SPECIMENS. THE FOUNDATION'S LIVING COLLECTION INCLUDES OVER 40 "STATE CHAMPION" TREES. IN 2014, 285 TYPES OF NEW SPECIMENS WERE ADDED TO THE LIVING COLLECTION. THE FOUNDATION ALSO HAS A HORTICULTURE LIBRARY IN ITS MERION FACILITY WHICH IS OPEN TO STUDENTS AND FACULTY, AND CAN BE AVAILABLE TO THE GENERAL PUBLIC BY APPOINTMENT.EXPENSES FOR COLLECTIONS CARE INCLUDES A PRO-RATA SHARE OF DEPRECIATION AND OTHER FACILITY COSTS ALL LOCATIONS. 7417893 5268449 THE FOUNDATION'S PERMANENT COLLECTION GALLERY IN PHILADELPHIA IS OPEN TO THE PUBLIC SIX DAYS PER WEEK, WITH 2014 VISITATION OF OVER 285,000 VISITORS. APPROXIMATELY 12% OF THOSE VISITORS WERE MEMBERSHIP SUPPORTERS OF THE BARNES FOUNDATION. A GALLERY SHOP IS OPERATED IN CONNECTION WITH THE PROGRAM OF PUBLIC VISITATION WHICH SELLS REPRODUCTIONS, PUBLICATIONS AND OTHER ITEMS RELATED TO THE ART COLLECTION AND ARBORETUM. THE FOUNDATION ALSO PROVIDES ENTERTAINING PRIVILEGES TO ITS MEMBERS, AND IN 2014 THE FOUNDATION HOSTED 218 SPECIAL EVENTS WITH A TOTAL OF 22,000 GUESTS.IN 2014, THE FOUNDATION REOPENED THE ARBORETUM TO THE PUBLIC ON SELECTED DAYS OF THE WEEK SEASONALLY. OVER 1,600 GUESTS VISITED THE ARBORETUM FROM MAY THROUGH OCTOBER OF 2014.PROGRAM EXPENSES FOR VISITATION INCLUDES A PRO-RATA SHARE OF DEPRECIATION AND OTHER FACILITY COSTS FOR ALL LOCATIONS. 2459477 245521 THE FOUNDATION SPONSORS SEPARATE THREE-YEAR CERTIFICATE PROGRAMS IN HORTICULTURE AND ALSO IN ART AND AESTHETICS. IN ADDITION, IT HOLDS SPECIAL WORKSHOPS AND EDUCATIONAL PUBLIC PROGRAMS RELATED TO ITS COLLECTION AND EXHIBITION PROGRAMS, AS WELL AS TOPICS OF GENERAL INTEREST.IN COLLABORATION WITH THE SCHOOL DISTRICT OF PHILADELPHIA, THE FOUNDATION HAS DEVELOPED GRADE-SPECIFIC OUTREACH PROGRAMS THAT COMBINE IN-CLASS LEARNING, LED BY FOUNDATION EDUCATORS, WITH A STRUCTURED TOUR OF THE FOUNDATION'S ART COLLECTIONS. THESE PROGRAMS ARE DESIGNED TO DEVELOP STUDENT'S ART APPRECIATION AND REINFORCE READING COMPREHENSION, MATH SKILLS AND KNOWLEDGE OF SCIENCE, HISTORY AND SOCIAL STUDIES, DEPENDING ON THE GRADE LEVEL. THESE PROGRAMS SERVED APPROXIMATELY 7,000 PHILADELPHIA SCHOOL CHILDREN IN 2014. IN ADDITION, DOCENT-LED TOURS ARE AVAILABLE FOR SCHOOL GROUPS IN GRADES KINDERGARTEN THROUGH UNDERGRADUATE LEVELS WHICH SERVED AN ADDITIONAL 3,000 STUDENTS IN 2014. THE FOUNDATION HAS ALSO DEVELOPED EDUCATIONAL FAMILY PROGRAMS. IN 2014, OVER 238 PROGRAMS WERE PRESENTED WHICH SERVED APPROXIMATELY 9,300 ATTENDEES. THESE EDUCATIONAL PROGRAMS ARE HELD IN THE GALLERIES AS WELL AS MULTI-PURPOSE ROOMS THROUGHOUT THE FOUNDATION'S PHILADELPHIA FACILITY.PROGRAM EXPENSES FOR EDUCATION INCLUDES A PRO-RATE SHARE OF DEPRECIATION AND OTHER FACILITY COSTS. 17410277 1 1 0 0 0 0 0 1 0 1 1 0 0 0 0 1 1 0 1 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 100 0 1 208 1 1 1 0 0 0 0 1 1 0 0 0 0 X 15 15 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA CT DE DC FL IL MA MD NJ NY PA VA X MARGARET B ZMINDA 2152787000 2025 BENJAMIN FRANKLIN PARKWAY PHILADELPHIA PA 19130 JOSEPH NEUBAUER CHAIRMAN 1.00 X 0 0 0 SHELDON M BONOVITZ ESQ TRUSTEE 1.00 X 0 0 0 THE HON JACQUELINE F ALLEN SECRETARY 1.00 X 0 0 0 STEPHEN J HARMELIN ESQ TREASURER 1.00 X 0 0 0 AILEEN KENNEDY ROBERTS VICE CHAIRMAN 1.00 X 0 0 0 DR NEIL L RUDENSTINE TRUSTEE 1.00 X 0 0 0 DR BRENDA T THOMPSON TRUSTEE 1.00 X 0 0 0 DR ERNEST C LEVISTER JR TRUSTEE 1.00 X 0 0 0 DR KHALIL GIBRAN MUHAMMAD TRUSTEE 1.00 X 0 0 0 THOMAS K WHITFORD TRUSTEE 1.00 X 0 0 0 TORY BURCH TRUSTEE 1.00 X 0 0 0 DANIEL DILELLA TRUSTEE 1.00 X 0 0 0 JOHN J AGLIALORO TRUSTEE 1.00 X 0 0 0 CATHERINE HUGHES TRUSTEE 1.00 X 0 0 0 GREGORY CHARLES MILLER TRUSTEE 1.00 X 0 0 0 MARGARET B ZMINDA EXECUTIVE VP, CFO AND COO 40.00 X 212189 0 23316 SARA GEELAN GENERAL COUNSEL 40.00 X 161104 0 18835 DIANA D DUNCAN SR VP, EXTERNAL AFFAIRS 40.00 X 241240 0 9288 JAN ROTHSCHILD SVP FOR COMMUNICATIONS 40.00 X 200383 0 23030 LINDA SCRIBNER PASKIN DIRECTOR OF MAJOR GIFTS 40.00 X 182191 0 6438 MARK R MILLS SR. DIR OF EXT AFFAIRS FOR IND. GIVING & VS 40.00 X 120149 0 10527 STEVEN BRADY DIRECTOR OF INFORMATION TECHNOLOGY 40.00 X 120121 0 15951 VINCENT D'ANTONIO SNR DIR OF OPERATIONS & GROUNDS 40.00 X 150885 0 6049 DEREK A GILLMAN EXECUTIVE DIRECTOR & PRES. 40.00 X 659187 0 0 2047449 0 113434 9 1 1 0 ALLIED BARTON SECURITY PO BOX 828854 PHILADELPHIA PA 19182 SECURITY SERVICES 1324389 TEAM CLEAN 4747 SOUTH BROAD STREET BUILDING 1 PHILADELPHIA PA 19112 JANITORIAL SERVICES 406049 ELLIOTT LEWIS 2900 BLACK LAKE PLACE PHILADELPHIA PA 19154 FACILITIES MANAGEMENT 369354 ARAMARK 1101 MARKET STREET 22ND FLOOR PHILADELPHIA PA 19107 CATERING/FOOD SERVICES 344188 DANILLER & CO 3724 JEFFERSON STREET SUITE 302 AUSTIN TX 78731 FUNDRAISING CONSULTANT 238080 26 35890 8725798 8761688 ADMISSION, AUDIO RENTALS 900099 5240199 5240199 EDUCATION 611600 245521 245521 PUBLICATIONS 900004 81290 81290 5567010 2600427 2600427 9103764 8755681 348083 348083 348083 2026646 1250290 776356 347725 428631 MISCELLANEOUS INCOME 900099 97998 70095 27903 LICENSING & MERCHANDISING 900099 44646 44646 142644 18196208 5637105 347725 3449690 X 1539389 471207 435328 632854 5122606 3682767 627171 812668 101896 68107 11551 22238 706327 489980 86178 130169 512403 358990 53269 100144 98797 98797 100582 100582 227780 227780 350396 350396 3499104 2964015 266228 268861 406070 406070 570797 485338 50972 34487 182064 138369 18206 25489 2460629 1727028 724969 8632 169081 139794 11345 17942 32617 24263 1044 7310 5343375 5094417 221296 27662 436519 425596 9709 1214 MISCELLANEOUS 958507 576460 86935 295112 CREDIT CARD FEES 424955 362572 8819 53564 -4622 -4696 74 23239272 17410277 3162795 2666200 296593 15497 14815897 13633005 12839942 7638024 61938 61480 860260 812335 677483 534918 141230760 23322937 122982110 117907823 48661474 55761604 6607423 6584227 207803120 202948913 2181001 1495025 0 1000000 2181001 2495025 X 133639945 128209611 25400841 19327869 46581333 52916408 205622119 200453888 207803120 202948913 -5043064 -125167 0 X X 0 1 X 1 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 5775387 X X X X EDUCATION 0 51367619 6335075 2340686 2453997 57589383 36075517 12868666 4109378 1685942 51367619 23985525 10629469 2682831 1222308 36075517 8241195 16555338 40742 851750 23985525 3718087 4118500 700433 295825 8241195 0.00000 0.91890 0.08110 1 0 176389 176389 136107615 19232126 116875489 602938 403207 199731 4343818 3687604 656214 117907823 X 25141103 -125167 6170168 1250290 7295291 17845812 350396 350396 18196208 30309334 6170168 1250290 7420458 22888876 350396 350396 23239272 PART III, LINE 1A: THE FOUNDATION OWNS A COLLECTION OF PAINTINGS, SCULPTURES, ANTIQUES AND OTHER OBJECTS OF ART. SUBSTANTIALLY ALL OF THE COLLECTION OBJECTS WERE DONATED TO THE FOUNDATION BY ITS FOUNDER AND ARE RECORDED AT A $1 NOMINAL VALUE IN ACCORDANCE WITH A RESOLUTION OF THE BOARD OF TRUSTEES. THE FOUNDATION HAS DETERMINED THAT IT IS NOT PRACTICAL TO ESTABLISH A FAIR VALUE OF THE FOUNDER'S ORIGINAL CONTRIBUTION BECAUSE RECORDS OF THE FAIR VALUE AT THE DATE OF THE CONTRIBUTION ARE UNRELIABLE OR DO NOT EXIST. PART III, LINE 4: THE FOUNDATION'S COLLECTIONS INCLUDE WORKS OF ANCIENT AND MODERN ART AND A SIGNIFICANT COLLECTION OF LIVING SPECIMENS OF TREES, PLANTS AND FLOWERS. THE WORKS OF ART THAT ARE DISPLAYED IN THE FOUNDATION'S GALLERY ARE AVAILABLE FOR VISITATION BY THE PUBLIC AND ARE ALSO USED TO CONDUCT EDUCATIONAL ACTIVITIES TO TEACH THE PRINCIPLES OF ART APPRECIATION ESTABLISHED BY ITS FOUNDER. THE LIVING COLLECTIONS ARE USED IN THE FOUNDATION'S PROGRAMS TO TEACH PRICIPLES OF AESTHETIC APPEAL OF PLANTS COMBINED WITH A BASE IN BOTANY, HORTICULTURE AND LANDSCAPE DESIGN. PART V, LINE 4: THE INCOME FROM THE FOUNDATION'S PERMANENTLY RESTRICTED ENDOWMENT FUNDS ARE INTENDED TO SUPPORT THE FOUNDATION'S PROGRAM OF COLLECTIONS AND COLLECTION CARE, EDUCATION AND UNRESTRICTED OPERATING COSTS. PART X, LINE 2: THE FOUNDATION IS GENERALLY EXEMPT FROM FEDERAL INCOME TAXES UNDER THE PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. IN ADDITION, THE FOUNDATION QUALIFIES FOR CHARITABLE CONTRIBUTION DEDUCTIONS AND HAS BEEN CLASSIFIED AS AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION. INCOME WHICH IS NOT RELATED TO EXEMPT PURPOSES, LESS APPLICABLE DEDUCTIONS, IS SUBJECT TO FEDERAL AND STATE CORPORATE INCOME TAXES. THE FOUNDATION PAID NET UNRELATED BUSINESS INCOME TAXES OF $0 IN 2014 AND $7,214 IN 2013. MANAGEMENT HAS EVALUATED THE FOUNDATION'S TAX POSITIONS AND CONCLUDED THAT THE FOUNDATION HAD TAKEN NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENTS. CONSEQUENTLY, NO ACCRUAL FOR INTEREST AND PENALTIES WAS DEEMED NECESSARY FOR THE YEARS ENDED DECEMBER 31, 2014 OR 2013. THE FOUNDATION FILES INCOME TAX RETURNS IN THE U.S. FEDERAL JURISDICTION. GENERALLY, THE FOUNDATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2011. PART XI, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 1,250,290. PART XI, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT EXPENSE 350,396. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 1,250,290. PART XII, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT EXPENSE 350,396. 1 1 1 1 1 1 1 0 0 0 0 0 0 0 0 1 0 1 SCHEDULE E, PART I, LINE 3 ON NOVEMBER 12, 2010, THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES OF THE BARNES FOUNDATION FORMALLY REAFFIRMED THE FOUNDATION'S COMMITMENT TO PROVIDING EQUAL OPPORTUNITIES AND A POLICY OF NONDISCRIMINATION ON THE BASIS OF RACE, COLOR, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, RELIGION, CREED, NATIONAL OR ETHNIC ORIGIN, CITIZENSHIP STATUS, AGE, DISABILITY, VETERAN STATUS OR ANY OTHER LEGALLY PROTECTED CLASS STATUS IN THE ADMINISTRATION OF ITS EDUCATIONAL PROGRAM ADMISSIONS, FINANCIAL AID, OR ANY OTHER BARNES FOUNDATION-ADMINISTERED EDUCATIONAL ACTIVITY OR RELATED EMPLOYMENT PRACTICES. THIS POLICY HAS BEEN PUBLICLY DISSEMINATED AND PUBLICIZED IN BARNES FOUNDATION MATERIALS, AS APPROPRIATE, TO ALL COMMUNITIES SERVED BY THE BARNES FOUNDATION. SCHEDULE E, PART I, LINE 6 THE ORGANIZATION RECEIVES GRANTS FROM THE PENNSYLVANIA COUNCIL ON THE ARTS FOR $35,890. X X X 0 DANILLER COMPANY 3724 JEFFERSON ST 302 AUSTIN TX 78731 CONSULTANT FOR FUNDRAISING ACTIVITIES 0 247372 211905 35466 SD&A TELESERVICES INC 5757 W CENTURY BLVD LOS ANGELES CA 90045 PROVIDES DATA BASE CONSULTING FOR TELEPHONE 0 20766 18528 2238 268138 230433 37704 CT DC FL IL MA MD NJ NY PA VA 1 X X X X 0 0 0 0 0 0 0 0 0 MARGARET B ZMINDA EXECUTIVE VP, CFO AND COO 212189 0 0 0 0 0 7000 0 16316 0 235505 0 0 0 SARA GEELAN GENERAL COUNSEL 161104 0 0 0 0 0 2700 0 16135 0 179939 0 0 0 DIANA D DUNCAN SR VP, EXTERNAL AFFAIRS 223548 0 17692 0 0 0 7269 0 2019 0 250528 0 0 0 JAN ROTHSCHILD SVP FOR COMMUNICATIONS 200383 0 0 0 0 0 6750 0 16280 0 223413 0 0 0 LINDA SCRIBNER PASKIN DIRECTOR OF MAJOR GIFTS 162191 0 20000 0 0 0 5400 0 1038 0 188629 0 0 0 VINCENT D'ANTONIO SNR DIR OF OPERATIONS & GROUNDS 150885 0 0 0 0 0 4950 0 1099 0 156934 0 0 0 DEREK A GILLMAN EXECUTIVE DIRECTOR & PRES. 584187 0 75000 0 0 0 0 0 0 0 659187 0 0 0 PART I, LINE 3 MARGARET ZMINDA WAS APPOINTED ACTING EXECUTIVE DIRECTOR EFFECTIVE JANUARY 1, 2014. THE COMPENSATION COMMITTEE REVIEWED AN INDEPENDENT SURVEY BASED ON SALARY INFORMATION FOR COMPARABLE POSITIONS TO SET MS. ZMINDA'S COMPENSATION AT AN AMOUNT DETERMINED TO BE REASONABLE AND NOT AN EXCESS BENEFIT. DEREK GILLMAN RESIGNED AS EXECUTIVE DIRECTOR AND PRESIDENT EFFECTIVE DECEMBER 31, 2013. UPON HIS RESIGNATION, HE WAS ENTITLED TO CERTAIN PAYMENTS UNDER THE TERMS OF HIS EMPLOYMENT AGREEMENT WITH THE BARNES FOUNDATION. IN ADDITION, IN CONSIDERATION OF HIS YEARS OF SERVICE, THE FOUNDATION'S HR AND COMPENSATION COMMITTEE RECOMMENDED TO THE BOARD OF DIRECTORS, PAYMENT OF A BONUS. THESE AMOUNTS WERE REVIEWED BY AN INDEPENDENT CONSULTANT IN CONJUNCTION WITH A COMPENSATION SURVEY, AND SUCH AMOUNTS WERE DETERMINED TO BE REASONABLE AND NOT AN EXCESS BENEFIT. THE BOARD OF DIRECTORS CONSIDERED ALL OF THESE ELEMENTS PRIOR TO APPROVAL OF THE PAYMENT OF THE BONUS. (1) ARAMARK CORPORATION A TRUSTEE OF THE BARNES FDTN SERVES AS CHAIRMAN OF THE BOARD OF ARAMARK 344188 THE BARNES FOUNDATION HAS RETAINED ARAMARK CORP FOR VARIOUS FOOD SERVICES. CONSISTENT WITH THE CONFLICT OF INTEREST POLICY ESTABLISHED BY THE BARNES FOUNDATION, THE INTERESTED PERSON WAS EXCLUDED FROM PARTICIPATION IN ANY AND ALL DISCUSSIONS REGARDING THE DECISION TO RETAIN ARAMARK CORP. THE SELECTION OF ARAMARK CORP AS A FOOD SERVICE PROVIDER WAS MADE PURSUANT TO A COMPETITIVE BIDDING PROCESS LED BY AN INDEPENDENT CONSULTANT, AND APPROVED BY THE BOARD OF TRUSTEES, WITH THE INTERESTED PERSON RECUSED FROM PARTICIPATION. PAYMENTS REFLECTED IN LINE 1 ABOVE CONSIST OF COMMISSIONS PAID TO THE BARNES FOUNDATION BY ARAMARK CORPORATION ON CATERING REVENUES. 0 (2) ARAMARK CORPORATION A TRUSTEE OF THE BARNES FDTN SERVES AS CHAIRMAN OF THE BOARD OF ARAMARK 319964 TRANSACTIONS AND PROCESS AS ABOVE. PAYMENTS REFLECTED IN LINE 2 ABOVE CONSIST OF AMOUNTS PAID TO ARAMARK BY THE BARNES FOUNDATION FOR CATERING AND RESTAURANT SERVICES. 0 FORM 990, PART VI, SECTION B, LINE 11 THE BARNES FOUNDATION 990 IS PREPARED BY AN INDEPENDENT FIRM AND A DRAFT IS PRESENTED TO THE EXECUTIVE VICE PRESIDENT, CFO AND COO (A MEMBER OF MANAGEMENT) FOR FINAL REVIEW. THE 990 IS THEN FINALIZED BY THE INDEPENDENT FIRM AND THE BARNES FOUNDATION SUBMITS THE DRAFT 990 FOR REVIEW TO ALL BOARD MEMBERS PRIOR TO FILING AND THEN SUBMITS FORM 990 TO THE IRS. FORM 990, PART VI, SECTION B, LINE 12C IN ADDITION TO REQUIRING EACH TRUSTEE, OFFICER AND KEY EMPLOYEE TO MAKE A DISCLOSURE OF ANY POSSIBLE PERSONAL, FAMILIAL, OR BUSINESS RELATIONSHIP THAT COULD GIVE RISE TO A CONFLICT OF INTEREST OR THE APPEARANCE OF A CONFLICT OF INTEREST, THE FOUNDATION'S CONFLICT OF INTEREST POLICY ALSO REQUIRES THE DISCLOSURE OF ANY CHANGE OF CIRCUMSTANCE THAT WOULD GIVE RISE TO CONFLICTS CONCERNS. MOREOVER, THE FOUNDATION HAS ADOPTED A WHISTLEBLOWER POLICY DESIGNED TO ENCOURAGE PROMPT DISCLOSURE BY TRUSTEES, OFFICERS AND EMPLOYEES OF ANY UNLAWFUL OR IMPROPER BEHAVIOR OR TRANSACTIONS, INCLUDING THOSE THAT RAISE POTENTIAL CONFLICT OF INTEREST CONCERNS. EACH YEAR ALL DIRECTORS, OFFICERS, TRUSTEES AND KEY EMPLOYEES ARE REMINDED OF THEIR OBLIGATIONS TO COMPLY WITH THE CONFLICT ON INTEREST POLICY AT THE ORGANIZATION'S ANNUAL MEETING AND PERIODICALLY AT OTHER TIMES DURING THE YEAR. FORM 990, PART VI, SECTION B, LINE 15 THE BARNES FOUNDATION PERFORMS A REVIEW OF THE COMPENSATION AND BENEFITS PACKAGE (INCLUDING FRINGE, RETIREMENT AND SEVERANCE BENEFITS) FOR KEY EMPLOYEES AT THE TIME OF HIRE. THIS REVIEW RELIES UPON COMPARABILITY DATA TO DETERMINE WHETHER THE COMPENSATION ARRANGEMENT IN ITS ENTIRETY IS REASONABLE. FOR THIS PURPOSE, APPROPROPRIATE AND RELEVANT INFORMATION INCLUDES COMPENSATION PAID BY SIMILIARLY SITUATED TAX-EXEMPT AND TAXABLE ORGANIZATIONS FOR FUNCTIONALLY COMPARABLE POSITIONS. THIS REVIEW ALSO TAKES INTO ACCOUNT THE SIZE, REVENUE, GEOGRAPHIC LOCATION, STRUCTURE AND COMPLEXITY OF THE ORGANIZATION. IN ADDITION, IN 2013, AN INDEPENDENT HUMAN RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES REVIEWED THE SALARIES OF THE EXECUTIVE DIRECTOR, OFFICERS, KEY EMPLOYEES AND HIGHEST COMPENSATED EMPLOYEES FOR 2013 AND 2014, CONSIDERING COMPARABILITY DATA AND A REPORT OF AN INDEPENDENT COMPENSATION CONSULTANT. FORM 990, PART VI, SECTION C, LINE 19 THE BARNES FOUNDATION'S BY-LAWS, CHARTER, FINANCIAL STATEMENTS AND CERTAIN OTHER GOVERNING DOCUMENTS (E.G., CONFLICT OF INTEREST POLICY), ARE AVAILABLE FOR REVIEW UPON REQUEST, DIRECTED TO THE FOLLOWING: GENERAL COUNSEL (A MEMBER OF MANAGEMENT), BARNES FOUNDATION, 2025 BENJAMIN FRANKLIN PARKWAY, PHILADELPHIA, PA 19130 FORM 990, PART IX, LINE 11G FEES FOR SERVICES (OTHER-SECURITY): PROGRAM SERVICE EXPENSES 1,349,155. MANAGEMENT AND GENERAL EXPENSES 56,881. FUNDRAISING EXPENSES 7,110. TOTAL EXPENSES 1,413,146. FEES FOR SERVICES (OTHER): PROGRAM SERVICE EXPENSES 1,614,860. MANAGEMENT AND GENERAL EXPENSES 209,347. FUNDRAISING EXPENSES 261,751. TOTAL EXPENSES 2,085,958. FORM 990, PART XII, LINE 2C: THERE IS NO CHANGE TO THIS PROCESS FROM THE PRIOR YEAR.