Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
NASHVILLE SYMPHONY ASSOCIATION
Employer identification number
62-0550979
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here........................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2011.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
14,097,332
12,006,190
14,702,020
10,598,243
4,931,717
56,335,502
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
8,728,458
6,599,649
6,259,245
8,353,589
7,431,021
37,371,962
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
0
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
0
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
6
Total. Add lines 1 through 5.
22,825,790
18,605,839
20,961,265
18,951,832
12,362,738
93,707,464
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
200,824
314,428
245,063
229,032
0
989,347
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
0
0
0
0
0
0
c
Add lines 7a and 7b..
200,824
314,428
245,063
229,032
0
989,347
8
Public support (Subtract line 7c from line 6.)
92,718,117
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
9
Amounts from line 6...
22,825,790
18,605,839
20,961,265
18,951,832
12,362,738
93,707,464
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
3,898,581
2,651,717
2,979,564
4,286,378
4,149,269
17,965,509
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
0
c
Add lines 10a and 10b.
3,898,581
2,651,717
2,979,564
4,286,378
4,149,269
17,965,509
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
0
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
156,045
31,757
34,667
44,709
61,591
328,769
13
Total support. (Add lines 9, 10c, 11, and 12.)..
26,880,416
21,289,313
23,975,496
23,282,919
16,573,598
112,001,742
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
82.780 %
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
85.640 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
16.040 %
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
13.380 %
19a
33 1/3% support tests—2012.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2011.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
SCHEDULE A, PART III, LINE 12, OTHER INCOME, DESCRIPTION - OTHER INCOME, COLUMN A - 156045, COLUMN B - 31757, COLUMN C - 34667, COLUMN D - 44709, COLUMN E - 61591, COLUMN F - 328769;
Schedule A (Form 990 or 990-EZ) 2012
Additional Data
Software ID:
12000266
Software Version:
v2012.1.0
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
NASHVILLE SYMPHONY ASSOCIATION
Employer identification number
62-0550979
Identifier
Return Reference
Explanation
ORGANIZATION'S MISSION - CONTINUED
FORM 990, PART III, LINE 1
ARTISTIC VISION STATEMENT: ACHIEVE RECOGNIZED ARTISTIC EXCELLENCE IN THE PERFORMANCE AND PRESENTATION OF THE HIGHEST QUALITY MUSIC, WITH A FOCUS ON THE CREATION, PROMOTION AND PRESERVATION OF A DISTINCTLY AMERICAN REPERTOIRE. EDUCATION VISION STATEMENT: ENGAGE AND ENRICH PEOPLE OF ALL AGES BY EXPLORING, EXPERIENCING AND CREATING MUSIC.
Delegate broad authority to a committee
Form 990, Part VI, Section A, Line 1a
ARTICLE IV, SECTION 4.1 DELEGATION OF POWER TO EXECUTIVE COMMITTEE. (A) THE EXECUTIVE COMMITTEE SHALL MANAGE THE BUSINESS AND AFFAIRS OF THE ASSOCIATION EXCEPT AS OTHERWISE LIMITED BY THESE BYLAWS, THE CHARTER OR THE ACT. THE EXECUTIVE COMMITTEE MAY ADVISE THE BOARD ON ALL MATTERS AND SHALL REPORT TO THE BOARD ON ALL DECISIONS MADE OR ACTIONS TAKEN BY IT WHICH THE EXECUTIVE COMMITTEE OR THE CHAIRMAN REASONABLY DETERMINE TO BE MAJOR DECISIONS OR ACTIONS. THE EXECUTIVE COMMITTEE SHALL BE ASSISTED BY SUCH ADMINISTRATIVE STAFF AS THE CHAIRMAN OR THE PRESIDENT AND CEO MAY DETERMINE. EXCEPT AS OTHERWISE PROVIDED IN THIS ARTICLE, THE PROVISIONS OF ARTICLE 5 SHALL APPLY TO THE EXECUTIVE COMMITTEE. (B) THE EXECUTIVE COMMITTEE SHALL HAVE THE POWER AND AUTHORITY (I) TO APPOINT, NEGOTIATE AND APPROVE THE TERMS OF EMPLOYMENT OF, AND EVALUATE THE PERFORMANCE OF THE PRESIDENT AND CEO AND THE MUSIC DIRECTOR AND CONDUCTOR; (II) APPROVE AGREEMENTS WITH THE MUSICIANS' UNION (WITH ANY MEMBER WHO IS AN ORCHESTRA MEMBER BEING EXCLUDED, EXCEPT BY INVITATION OF THE CHAIRMAN); (III) MONITOR COMPLIANCE WITH THE BUDGET; (IV) ESTABLISH AND IMPLEMENT OPERATING POLICIES AND PROCEDURES; (V) SUPERVISE THE OPERATIONS AND FUNCTIONS OF THE OTHER COMMITTEES AND RECEIVE REPORTS FROM THESE COMMITTEES ON REQUEST OR AS REQUIRED BY THESE BYLAWS; AND (VI) APPROVE A SALE, LEASE OR PLEDGE OF LESS THAN ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE ASSOCIATION. THE EXECUTIVE COMMITTEE SHALL HAVE NO POWER TO AMEND ANY RESOLUTION OF THE BOARD OR THE BUDGET. DURING DISCUSSIONS OF SALARY OR SENSITIVE PERSONNEL MATTERS, THE EXECUTIVE COMMITTEE MAY EXCLUDE ASSOCIATION EMPLOYEES.
LEE ANN INGRAM AND MARTHA INGRAM - FAMILY RELATIONSHIP
Significant changes to organizational documents
Form 990, Part VI, Section A, Line 4
ARTICLE 4, SECTION 4.2, NUMBER, ELECTION AND TERM OF THE EXECUTIVE COMMITTEE HAS BEEN AMENDED TO REVISE THE MAKEUP OF THE EXECUTIVE COMMITTEE. IN ADDITION, THE PRESENCE OF A MAJORITY, RATHER THAN 2/3RDS, OF THE VOTING MEMBERS OF THE EXECUTIVE COMMITTEE CONSTITUTES A QUORUM.
Review of form 990 by governing body
Form 990, Part VI, Section B, Line 11b
THE MEMBERS OF THE EXECUTIVE COMMITTE AND FINANCE COMMITTEE REVIEWED A DRAFT OF THE FORM 990 (INCLUDING SUPPLEMENTAL SCHEDULES). THE FORM 990 (INCLUDING SUPPLEMENTAL SCHEDULES) AS ULTIMATELY FILED WITH THE IRS WAS PROVIDED TO THE GOVERNING BODY PRIOR TO ITS FILING.
Conflict of interest policy
Form 990, Part VI, Section B, Line 12c
THE NASHVILLE SYMPHONY'S CONFLICT OF INTEREST POLICY COVERS ALL EMPLOYEES, OFFICERS, DIRECTORS, TRUSTEES, OR ANY OTHERS IN A FIDUCIARY RELATIONSHIP WITH THE NASHVILLE SYMPHONY AND IS ADMINISTERED BY THE EXECUTIVE COMMITTEE. AT LEAST ONCE PER YEAR, THE EXECUTIVE COMMITTEE WILL ADVISE THE BOARD OF ANY SIGNIFICANT EVENTS WHICH RELATE TO THE POLICY. CONFLICTS WHICH ARE NOT DISCLOSED TO A COMMITTEE OR TO THE BOARD OF DIRECTORS IN APPROVING SYMPHONY ACTION ARE TO BE REPORTED TO THE PRESIDENT AND CEO OF THE SYMPHONY OR TO A MEMBER OF THE EXECUTIVE COMMITTEE SO THAT AN INDEPENDENT DETERMINATION CAN BE MADE OF THE SITUATION. ANY SYMPHONY FIDUCIARY OR SYMPHONY EMPLOYEE WHO FEELS THAT HE OR SHE MAY HAVE A CONFLICT OF INTEREST OR BE AWARE OF A CONFLICT SITUATION, ACTUAL, POTENTIAL OR PERCEIVED, MAY REPORT PERTINENT DETAILS TO THE PRESIDENT AND CEO OF THE SYMPHONY OR A MEMBER OF THE EXECUTIVE COMMITTEE. THE PRESIDENT AND CEO WILL BE RESPONSIBLE FOR REFERRING THE MATTER TO THE EXECUTIVE COMMITTEE OF THE SYMPHONY. THE EXECUTIVE COMMITTEE WILL REVIEW THE INFORMATION, AND INVESTIGATE IT FURTHER IF NECESSARY. IF SUCH A CONFLICT IS DETERMINED TO EXIST, THE INDIVIDUAL WITH THE CONFLICT WILL BE PROHIBITED FROM PARTICIPATING IN THE DELIBERATIONS AND DECISIONS REGARDING THE TRANSACTION IN QUESTION.
Process used to establish compensation of top management official
Form 990, Part VI, Section B, Line 15a
TYPICALLY, THE ORGANIZATION UTILIZES SURVEYS AND RESEARCH OF LOCAL, REGIONAL AND NATIONAL ORGANIZATIONS OF SIMILAR SIZE AND MAKEUP TO ACCUMULATE FAIR AND REASONABLE COMPENSATION DATA FOR OFFICERS AND KEY EMPLOYEES ON AN ANNUAL BASIS FOR THE COMPENSATION COMMITTEE TO REVIEW. DURING THE 12 MONTHS ENDED JULY 31, 2013, NO SUCH DATA WAS PRESENTED TO THE COMPENSATION COMMITTEE BECAUSE OFFICERS AND KEY EMPLOYEES HAD ACCEPTED SALARY REDUCTIONS IN THE 11% TO 15% RANGE. THE COMPENSATION COMMITTEE REAFFIRMED THESE SALARY REDUCTIONS FOR THE UPCOMING YEAR WHICH WILL END JULY 31, 2014.
Process used to establish compensation of other officers/key employees
Form 990, Part VI, Section B, Line 15b
ALL OFFICERS AND KEY EMPLOYEES INCLUDED IN THE COMPENSATION REVIEW WERE AS FOLLOWS: MUSIC CONDUCTOR, PRESIDENT & CEO, CFO, GENERAL MANAGER AND VICE PRESIDENT OF REVENUE.
Governing documents, conflict of interest policy and financial statements available to the public
Form 990, Part VI, Section C, Line 19
FINANCIAL STATEMENTS, GOVERNING DOCUMENTS, AND CONFLICT OF INTEREST POLICIES ARE NOT REQUIRED DISCLOSURES PURSUANT TO INTERNAL REVENUE CODE (IRC) SECTION 6104. THESE DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME.
COMPENSATION OF MYLE MACDONALD
FORM 990, PART VII, SECTION A
MYLES MACDONALD WAS THE INTERIM COO BEGINNING IN APRIL, 2013. BECAUSE THE ORGANIZATION FILES ON THE FISCAL YEAR AND COMPENSATION IS REQUIRED TO BE REPORTED FOR THE CALENDAR YEAR ENDING 12/31/2012, NO AMOUNT IS BEING REPORTED IN PART VII FOR MR. MACDONALD.
Other changes in net assets or fund balances
Form 990 , Part XI, Line 9
CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENT - 3859429; UNCOLLECTIBLE PLEDGES RECEIVABLE - -883753; DEBT RESTRUCTURING - 39392096;
OTHER CHANGES IN NET ASSETS OR FUND BALANCES
PART XI, LINE 9
THE OUTSTANDING MUICIPAL BONDS WERE RETIRED AS A RESULT OF THE NASHVILLE SYMPHONY RESTRUCTURED ITS LONG TERM DEBT. THE BANKS WHO HELD THE DEBT AGREED TO ACCEPT A $35 MILLION CASH PAYMENT AND A $20 MILLION MORTGAGE NOTE PAYABLE TO DISSOLVE ALL OUTSTANDING BOND DEBT AND THE RELATED INTEREST RATE SWAP LIABILITY. THE $20 MILLION NOTE PAYABLE WAS SUBSEQUENTLY SOLD TO A PRIVATE ENTITY AFFILIATED WITH A BOARD MEMBER. THE SYMPHONY RECORDED A $39 MILLION NON-CASH GAIN ON THE TRANSACTION.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.