efile GRAPHIC p rint - DO NOT PROCESS Form As Filed Data - DLN: 93493336007084 OMB No 1545-0047 Return of Organization Exempt From Income Tax 990 Department of the Treasury Internal Revenue Service Under section 501 ( c), 527, or 4947 ( a)(1) of the Internal Revenue Code (except private foundations) Do not enter Social Security numbers on this form as it may be made public By law, the IRS generally cannot redact the information on the form - Information about Form 990 and its instructions is at www.IRS.gov/form990 For the 2013 calendar year, or tax year beginning 03-01-2013 B Check if applicable 2O1 3 Open Inspection , 2013, and ending 02-28-2014 C Name of organization Zoological Society of Philadelphia D Employer identification number FAddresschange 23-1352298 Doing Business As F Name change 1 Initial return Number and street (or P 0 box if mail is not delivered to street address) Room/suite 3400 West Girard Avenue Suite F_ Terminated ( - Amended return E Telephone number (215)243-1100 City or town, state or province, country, and ZIP or foreign postal code Philadelphia, PA 191041196 1 Application pending G Gross receipts $ 67,543,924 F Name and address of principal officer Vikram H Dewan 3400 West Girard Avenue Philadelphia, PA 191041196 I Tax-exempt status J Website : - www philadelphiazoo org 1 F 501(c)(3) 501(c) ( ) I (insert no H(a) Is this a group return for subordinates? fl Yes F No H(b) Are all subordinates included? (- 4947(a)(1) or F_ 527 1 Yes (- No If "No," attach a list (see instructions) H(c) K Form of organization F Corporation 1 Trust F_ Association (- Other 0- Group exemption number 0- L Year of formation 1859 M State of legal domicile PA Summary 1 Briefly describe the organization's mission or most significant activities By connecting people with wildlife, the Philadelphia Zoo, America's first Zoo, creates joyful discovery and inspires action for animals and habitats 2 Check this box 3 Number of voting members of the governing body (Part VI, line la) 4 N umber of independent voting members of the governing body (Part VI, line 1 b) w of :' if the organization discontinued its operations or disposed of more than 25% of its net assets . . . . 5 Total number of individuals employed in calendar year 2013 (Part V, line 2a) . . . . . . 3 . . 6 Total number of volunteers (estimate if necessary) 7a Total unrelated business revenue from Part VIII, column (C), line 12 b Net unrelated business taxable income from Form 990-T, line 34 . . . . . . . . . . . . . . 4 31 5 483 6 700 7a 45,000 7b 3,663 Prior Year 8 . Program service revenue (Part VIII, line 2g) . Current Year 22,191,275 29,166,311 9,269,361 9,887,931 . 1,009,724 3,240,061 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 5,377,731 6,128,004 12 Total revenue-add lines 8 through 11 (must equal Part VIII, column (A), line 12) . . . . . . . . . . . . . . . . . . . 37,848,091 48,422,307 152,140 175,650 0 0 16,053,053 17,206,978 57,395 45,094 9 N Contributions and grants (Part VIII, line 1h) 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d 13 . . Grants and similar amounts paid (Part IX, column (A), lines 1-3) . 14 Benefits paid to or for members (Part IX, column (A), line 4) 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 16a b LLJ . Professional fundraising fees (Part IX, column (A), line 11e) Total fundraising expenses (Part IX, column (D), line 25) 0-1,157,593 17 Other expenses (Part IX, column (A), lines 11a-11d, 11f-24e) 18 Total expenses Add lines 13-17 (must equal Part IX, column (A), line 25) . . . . 19 Revenue less expenses Subtract line 18 from line 12 24,101,077 22,626,001 40,363,665 40,053,723 -2,515,574 8,368,584 Beginning of Current Year M %TS ZLL 32 20 Total assets (Part X, line 16) 21 Total liabilities (Part X, line 26) 22 Net assets or fund balances Subtract line 21 from line 20 lijaW . . . . . . . . . . . . . . . . . . . . Signature Block Under penalties of perjury, I declare that I have examined this return, includin my knowledge and belief, it is true, correct, and complete Declaration of preps preparer has any knowledge Sign Here Signature of officer Vikram Dewan Chief Executive Officer Type or print name and title Print/Type preparer's name Russlee Armstrong Paid Pre pare r Use Only Firm's name Preparers signature 1- GRANT THORNTON LLP Firm's address 0-2001 MARKET STREET SUITE 700 PHILADELPHIA, PA 19103 May the IRS discuss this return with the preparer shown above? (see instructs For Paperwork Reduction Act Notice, see the separate instructions. . . . . . End of Year 132,896,758 127,976,797 39,419,232 25,296,585 93,477,526 102,680,212 Form 990 ( 2013) Page 2 Statement of Program Service Accomplishments Check if Schedule 0 contains a response or note to any line in this Part III 1 .F Briefly describe the organization's mission THE PHILADELPHIA ZOO, AMERICA'S FIRST ZOO, OFFERS A WIDE VARIETY OF PROGRAMS THAT ARE DESIGNED TO ACHIEVE ITS MISSION OF CONNECTING PEOPLE WITH WILDLIFE, WHILE CREATING JOYFUL DISCOVERY AND INSPIRING ACTION FOR ANIMALS AND HABITATS 2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-EZ? . . . . . . . . . . . . . . . . . . . . . . fl Yes F No . . F Yes F No If "Yes," describe these new services on Schedule 0 3 Did the organization cease conducting , or make significant changes in how it conducts , any program services? . . . . . . . . . . . . . . . . . . . . . . . . . . If "Yes," describe these changes on Schedule 0 4 4a Describe the organization's program service accomplishments for each of its three largest program services , as measured by expenses Section 501(c)(3) and 501( c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses , and revenue, if any, for each program service reported (Code ) ( Expenses $ 20,195,048 including grants of $ ) (Revenue $ 9,115,187 Exhibits and Garden Care The Philadelphia Zoo's core purpose is to connect people with wildlife, while creating joyful discovery and inspiring action for animals and habitats The Philadelphia Zoo welcomes over 1 2 million visitors a year to its 42-acre Victorian garden and is committed to ensuring that its natural treasures remain available to a wide and diverse audience Over the last ten years, the Zoo has been reimagining and transforming its campus and the overall Zoo experience, including the addition of Zoo360, KidZooU Hamilton Family Children's Zoo & Faris Family Education Center and award-winning exhibits, McNeil Avian Center and First Niagara Big Cat Falls McNeil Avian Center incorporates lush walk-through habitats, which house over 100 spectacular birds from around the world, many of them rare and endangered Notable features include the rainforest, which immerses visitors in color and sound as they are surrounded by bird species, and the multi-sensory 4-D Migration Theater First Niagara Big Cat Falls is a stunning landscape of habitats where guests come face-to-face with endangered big cats from around the world, including snow leopards, pumas, Amur tigers, African lions, jaguars and Amur leopards At the center of the exhibit is Buck Base Camp, where guests can experience an activity-filled research station At the heart of the Zoo is KidZooU Hamilton Family Children's Zoo & Faris Family Education Center, an indoor-outdoor wildlife academy and children's zoo that boasts interactive, educational experiences for our youngest stewards of the environment KidZooU, which opened to the public in April 2013, offers dynamic displays, hands-on learning and rare and unusual goats, sheep, chickens and ducks for toddlers and tweens alike in a year-round indoor/outdoor exhibit Located on the site of the former Pachyderm House, KidZooU was designed by LEED standards and is a sustainable site Philadelphia Zoo is also the first in the world to implement Zoo360, a campus-wide animal travel and exploration trail system used to facilitate cross-campus travel for a wide variety of species Three components of this innovative, interactive experience are currently open - the Treetop Trail, which opened in June 2011, and the Great Ape Trail, which opened in August of 2012, and Big Cat Crossing, which opened May 2014 - providing visitors with interesting encounters as animals move along, above and across visitor pathways and maintaining the standard of excellent animal care for which the Zoo is known Additional trails with both elevated and ground-based components will be implemented in 2015 and beyond Developments continue during this transformative period in the Zoo's history to reach new heights in its mission State-of-the-art animal exhibits and garden care are crucial elements unique to the Zoo that inspire people of all ages to action and leadership in support of wildlife conservation, and make this historically significant venue one of the world's most renowned zoological organizations 4b (Code ) (Expenses $ 7,096,000 including grants of $ (Revenue $ Animal Care The Zoological Society of Philadelphia, America's first Zoo was established on March 21, 1859 Today, the Philadelphia Zoo provides care to a collection of approximately 2,871 endangered and exotic animals, with more than 1,300 animal residents Setting standards throughout its history for exceptional animal care and management, Philadelphia Zoo holds many longevity records and is a Zoo of national and international firsts From the first-of- its- kind animal health lab established on-site in 1901, to the first orangutan and chimpanzee births in the U S in 1928, to the first giant river otter born in the U S in 2004, it remains a Zoo of firsts as it undergoes an incredible transformation to provide more exciting and enriching experiences for the Zoo's animals and guests, alike As part of this transformation, the Zoo is currently continuing implementation of Zoo360, a first-in-the-world campus-wide animal travel and exploration trail system - starting with the Treetop Trail for small primates and the Great Ape Trail for orangutans and white handed gibbons and Big Cat Crossing for large cats including Amur tigers, African lions, pumas, jaguars and more Future plans in 2015 and beyond include trails for large hoof stock, gorillas and bears who will enjoy this experience and have more opportunities for long-distance travel The trail system creates a more dynamic engagement for Zoo guests, as well, as animals move along, above and across visitor pathways The Philadelphia Zoo does more than simply exhibit animals We are part of a greater mission to help create national zoo conservation and breeding programs for endangered species that will maintain healthy, self-sustaining populations that are both genetically diverse and demographically stable 4c (Code ) ( Expenses $ 3,311,000 including grants of $ 175,650 ) (Revenue $ 772,744 ) Education and Conservation Programming Driven by a passion for inspiring animal and environmental stewardship, and with a keen focus on promoting actions that support wildlife conservation, the Zoo's education department maintains a broad portfolio of dynamic, original and award-winning programming designed to meet the varying needs of teachers, students, educational institutions/stakeholders, community organizations, families and the zoo visitor For over 150 years, America's first Zoo has been helping guests learn more about animals from around the world, their habitats, and the environment we share By providing engaging, up-close and personal educational experiences for people of all ages, the Zoo is hard at work connecting its visitors with the wonders of the natural world The Philadelphia Zoo's conservation program has one of the broadest reaches in the greater Philadelphia area, sharing critical conservation messages with more than 1 2 million people annually At today's Philadelphia Zoo, the commitment to conservation extends through all program areas and is dedicated to conservation not only in our community, but around the world The Zoo's commitment to educate and provide access for all children was the springboard for the Community Access Program (CAP) Through this program, the Zoo provides free admission to eligible Title 1 school children, community groups and 501(c)(3) organizations whose mission and organizational goals support exploration and education A major facet of the Zoo's initiatives to strengthen its role as a community resource and to create future generations of environmental stewards, the CAP program dedicates at least 5% of total Zoo attendance to various organizations and groups This allocation allows us to host approximately 60,000 people every year disbursed over five different categories including Title 1 school visits, group visits, in-kind donations, Zoo on Wheels, and outreach exhibits Philadelphia Zoo is truly a "living classroom," with the ambitious goal of saving wildlife and habitats by creating empathy through upclose animal encounters and meaningful educational experiences FORM 990, PART III, LINE 4D OTHER PROGRAM SERVICES COMMUNITY BUILDING ACTIVITIES As Philadelphia's most visited ticketed cultural attraction, the Zoo has a special connection to its community drawing caring and dedicated families together from the greater Philadelphia region and beyond since the 1870's This special connection was enhanced by the Zoo as it recently completed significant functional and aesthetic improvements to traffic flow and pedestrian right of way benefitting visitors, neighboring cultural attractions, and the Centennial and Parkside communities by making the 34th Street, Girard Avenue and Zoological Drive areas near the Zoo safer for pedestrians while improving traffic flow and parking The project included lighting, streetscape and sustainable landscaping, and traffic flow enhancements including upgrades to traffic signals and signage that improves traffic flow at the 1-76 off-ramps, facilitates access to parking lots, and improves pedestrian safety Mass transit improvements include signaled crosswalks and bus pull-offs at existing SEPTA stops 4d Other program services (Describe in Schedule 0 ) (Expenses $ 4e 3,772,000 Total program service expenses 1- including grants of $ ) ( Revenue $ 34,374,048 Form 990 (2013) Form 990 (2013) Page 3 Checklist of Required Schedules Yes 1 Is the organization described in section 501(c)(3) or4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule As . . . . . . . . . . . . . . . . . . . . . . . 1 2 Yes 2 Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? 3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes,"complete Schedule C, Part Is . . . . . . . . . . 4 Section 501 ( c)(3) organizations . Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes , "complete Schedule C, Part II . . . . . . . 4 Is the organization a section 501 (c)(4), 501 (c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C, Part HIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes,"complete Schedule D, Part I . . . . . . . . . . . . . . . . . . . . . . 6 Did the organization receive or hold a conservation easement, including easements to preserve open space, the environment, historic land areas, or historic structures? If "Yes,"complete Schedule D, Part IIS . 7 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III IN . . . . . . . . . . . . . . . . . . 8 Did the organization report an amount in Part X, line 21 for escrow or custodial account liability, serve as a custodian for amounts not listed in Part X, or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV . . . . . . . . . . . . 9 5 6 7 8 9 . 10 Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes, " complete Schedule D, Part V . 11 If the organization's answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable a b c d Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes," complete Schedule D, Part VI. . . . . . . . . . . . . . . . . . . Yes lla Yes lld No Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes," complete Schedule D, Parts XI and XII . . . . . . . . . . . . . . . Did the organization maintain an office, employees, or agents outside of the United States? b Yes Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets . reported in Part X, line 16? If "Yes," complete Schedule D, Part IX' . . . . . . . . . . 14a 20a 10 No Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," completeScheduleE 19 No llc 13 18 Yes Did the organization report an amount for investments-program related in Part X, line 13 that is 5% or more of . its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII . . . . . . I . b Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional 17 No No Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes,"complete Schedule D, Part X. . . . . . . . . . . . . . . . . . . . . . . . . . 16 No llb f 15 No Did the organization report an amount for investments-other securities in Part X, line 12 that is 5% or more of . . its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIS . . . . . Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X b Yes No . e 12a No . . . lle I Yes llf Y es 12a Yes 12b No 13 No 14a No Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments 14b . valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV . . . . . . . Yes Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If "Yes," complete Schedule F, Parts II and IV 95 1 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other . . assistance to or for foreign individuals? If "Yes," complete Schedule F, Parts III and IV . IN 1 16 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, PartI (seeinstructions) . . . . 95 1 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part . . VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II . . . . . . . . . . 17 Yes 18 Yes Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III . . . . . . . . . . . . . . . . . . . 95 19 No 20a No Did the organization operate one or more hospital facilities? If "Yes,"completeScheduleH . If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return? 15 Yes No 1 20b Form 990 (2013) Form 990 (2013) Page 4 Checklist of Required Schedules (continued) 21 Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If "Yes, "complete Schedule I, Parts I and II . . . IN 21 22 Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on S Part IX, column (A), line 2? If "Yes," complete Schedule I, Parts I and III . 22 Yes 23 Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J . . . . . . . . . . . . . . . . . . . . . . IN 23 Yes Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If"Yes," answer lines 24b through 24d and complete Schedule K. If "No,"go to line 25a . . . . . . . . . . . . . . . 24a Yes b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? 24b No c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? . 24c No Did the organization act as an 24d No Section 501(c )( 3) and 501 ( c)(4) organizations . Did the organization engage in an excess benefit transaction with . a disqualified person during the year? If "Yes," complete Schedule L, Part I . . . . . . . 25a No Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I . . . . . . . . . . . . . . . . . . 95 25b No Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II . . . . . . . . . . . . . . . . . . . 26 No Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III . . . . . . . . S 27 No 28a No 28b No 24a d 25a b 26 27 28 . on behalf of issuer for bonds outstanding at any time during the year? . Yes 1 Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions) a A current or former officer, director, trustee, or key employee? If "Yes,"complete Schedule L, Part IV . . . . . . . . . . . . . . . . . . . . . . . . . . b A family member of a current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV . . . . . . . . . . . . . . . . . . c . ID . . A n entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was . an officer, director, trustee, or direct or indirect owner? If "Yes,"complete Schedule L, Part IV . 28c Yes 29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes,"completeScheduleM 29 Yes 30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," completeScheduleM . . . . . . . . . . . . . 30 No Did the organization liquidate, terminate , or dissolve and cease operations? If "Yes," complete Schedule N, Part I . . . . . . . . . . . . . . . . . . . . . . . . . . 31 No Did the organization sell, exchange , dispose of, or transfer more than 25% of its net assets? If "Yes, " complete Schedule N, Part II . . . . . . . . . . . . . . . . . . . . . 32 No Did the organization own 100 % of an entity disregarded as separate from the organization under Regulations . sections 301 7701-2 and 301 7701-3? If "Yes," complete Schedule R, PartI . . . . . . 33 No Was the organization related to any tax-exempt or taxable entity? If "Yes,"complete Schedule R, Part II, III, orIV, and Part V, line 1 . . . . . . . . . . . . . . . . . . . . . . . 34 No 35a No 31 32 33 34 35a b 36 37 38 Did the organization have a controlled entity within the meaning of section 512(b)(13)7 If'Yes'to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512 (b)(13 )? If "Yes,"complete Schedule R, Part V, line 2 . . . 35b Section 501(c )( 3) organizations. Did the organization make any transfers to an exempt non-charitable related . organization? If "Yes,"complete Schedule R, Part V, line 2 . . . . . . . . . . . 36 No Did the organization conduct more than 5 % of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI 37 No Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 1 lb and 19? Note . All Form 990 filers are required to complete Schedule 0 . . . . . . . . . . 38 Yes Form 990 (2013) Form 990 (2013) MEW- Page 5 Statements Regarding Other IRS Filings and Tax Compliance Check if Schedule 0 contains a response or note to any line in this Part V (Yes la Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable . la 70 b Enter the number of Forms W-2G included in line la Enter-0- if not applicable lb 0 c Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? . . . . . . . . . . . . . . . . . 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, filed for the calendar year ending with or within the year covered by this return . . . . . . . . . . . . . . . . . b 2a If at least one is reported on line 2a, did the organization file all required federal employment tax returns? Note . If the sum of lines la and 2a is greater than 250, you may be required to e-file (see instructions) . . 2b Yes 3a If "Yes," has it filed a Form 990-T for this year? If 'No" to line 3b, provide an explanation in Schedule O . . No 3b 4a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? . . . . . . . . . . . . . . . . . . . . . . . . . . b Yes 483 3a Did the organization have unrelated business gross income of $1,000 or more during the year? b 1c No 4a No 5a No 5b No If "Yes," enter the name of the foreign country 0See instructions for filing requirements for Form TD F 90-22 1, Report of Foreign Bank and Financial Accounts 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? . . b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? c If "Yes," to line 5a or 5b, did the organization file Form 8886-T? 5c 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions? . . b 7 6a If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? . No 6b Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? . 7a Yes 7b Yes b If "Yes," did the organization notify the donor of the value of the goods or services provided? c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 82827 . d If "Yes," indicate the number of Forms 8282 filed during the year e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? . 7e No f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 7f No g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? . 7g If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? . 7h Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year? . 8 h 8 9 . 7c I I No 7d Sponsoring organizations maintaining donor advised funds. a Did the organization make any taxable distributions under section 4966? b Did the organization make a distribution to a donor, donor advisor, or related person? 10 . . . . . 9a 9b Section 501(c )( 7) organizations. Enter a Initiation fees and capital contributions included on Part VIII, line 12 b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities 11 . 10a 10b Section 501(c )( 12) organizations. Enter a Gross income from members or shareholders b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them ) . . . . . . . . . 12a b 13 . . . . . . . . 11a 11b Section 4947( a)(1) non -exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041? If "Yes," enter the amount of tax-exempt interest received or accrued during the year . . . . . . . . . . . . . . . . . . . 12a 12b Section 501(c )( 29) qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state? Note . See the instructions for additional information the organization must report on Schedule 0 b Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans 13b Enter the amount of reserves on hand 13c c 14a b Did the organization receive any payments for indoor tanning services during the tax year? . 13a . . If "Yes," has it filed a Form 720 to report these payments? If "No,"provide an explanation in Schedu le 0 . 14a No 14b Form 990 (2013) Form 990 ( 2013) Lam Page 6 Governance , Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 1Ob below, describe the circumstances, processes, or changes in Schedule 0. See instructions. Check if Schedule 0 contains a response or note to any line in this Part VI .F Section A. Governing Body and Management Yes la Enter the number of voting members of the governing body at the end of the tax year la 32 lb 31 I No If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule 0 b Enter the number of voting members included in line la, above, who are independent . . . . . . . . . . . . . . . . . 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? 3 Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? 4 Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? 2 No 3 No 4 No 5 Did the organization become aware during the year of a significant diversion of the organization's assets? 5 No 6 Did the organization have members or stockholders? 6 No 7a No 7b No 7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? . . b Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following a The governing body? 8a Yes b Each committee with authority to act on behalf of the governing body? 8b Yes Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization's mailing address? If "Yes,"provide the names and addresses in Schedule 0 . . . . . . . 9 9 1 1 No Section B. Policies ( This Section B re q uests information about p olicies not re q uired b y the Internal Revenue Code.) Yes 10a Did the organization have local chapters, branches, or affiliates? 10a If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? 10b Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? . . . . . . . . . . . . . . . . . . . . . . . . . . . 11a Yes 12a Yes 12b Yes Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule 0 how this was done . 12c Yes 13 Did the organization have a written whistleblower policy? 13 Yes 14 Did the organization have a written document retention and destruction policy? 14 Yes 15 Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision? b 11a b 12a Describe in Schedule 0 the process, if any, used by the organization to review this Form 990 Did the organization have a written conflict of interest policy? If "No,"go to line 13 . b Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? . . . . . . . . . . . . . . . . . . . . . . . . . c No No . a The organization's CEO, Executive Director, or top management official 15a Yes b Other officers or key employees of the organization 15b Yes If "Yes" to line 15a or 15b, describe the process in Schedule 0 (see instructions) 16a b Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? . . . . . . . . . . . . . . . . . . . . . 16a If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization's exempt status with respect to such arrangements? . . . . . . . . . . 16b No Section C. Disclosure 17 List the States with which a copy of this Form 990 is required to be filed- NJ , PA 18 Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable ), 990, and 990 -T (501(c) (3 )s only) available for public inspection Indicate how you made these available Check all that apply F Own website fl Another' s website F Upon request fl Other (explain in Schedule O ) Describe in Schedule 0 whether ( and if so, how ) the organization made its governing documents , conflict of interest policy , and financial statements available to the public during the tax year 19 20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization -VIKRAM H DEWAN 3400 WEST GIRARD AVENUE Philadelphia ,PA 191041196 (215)243-1100 Form 990 (2013) Form 990 (2013) Page 7 Compensation of Officers , Directors , Trustees , Key Employees, Highest Compensated Employees , and Independent Contractors Check if Schedule 0 contains a response or note to any line in this Part VII .(- Section A. Officers, Directors, Trustees, Kev Employees, and Highest Compensated Employees la Complete this table for all persons required to be listed Report compensation for the calendar year ending with or within the organization's tax year * List all of the organization's current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation Enter-0- in columns (D), (E), and (F) if no compensation was paid * List all of the organization's current key employees, if any See instructions for definition of "key employee " * List the organization's five current highest compensated employees (other than an officer, director, trustee or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations * List all of the organization's former officers, key employees, or highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations * List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations List persons in the following order individual trustees or directors, institutional trustees, officers, key employees, highest compensated employees, and former such persons fl Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee (A) Name and Title (B) Average hours per week (list any hours for related organizations below dotted line) (C) Position (do not check more than one box, unless person is both an officer and a director/trustee) T 0 = fD 3]Z a . m_ art ca: 4 (D (D ) Reportable compensation from the organization (W2/1099-MISC) ( E) Reportable compensation from related organizations (W- 2/1099MISC) (F) Estimated amount of other compensation from the organization and related organizations rD 0 7 Form 990 (2013) Form 990 (2013) Page 8 Section A. Officers, Directors , Trustees, Key Employees , and Highest Compensated Employees (continued) (A) Name and Title (B) Average hours per week (list any hours for related organizations below dotted line) (C) Position (do not check more than one box, unless person is both an officer and a director/trustee) 0T ;rl M= boo a m_ 74 7. C: SL ! a lb Sub -Total . . . . . . . . . . . c Total from continuation sheets to Part VII, Section A d Total ( add lines lb and 1c ) . . . . . . . (F) Estimated amount of other compensation from the organization and related organizations ur . . . . ( E) Reportable compensation from related organizations (W2/1099-MISC) fD ;3 . (D) Reportable compensation from the organization (W2/1099-MISC) . . . . . 0- . 0- . . . 0- 1,595,455 0 248,326 Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization-15 No Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line la? If "Yes," complete Schedule Jfor such individual . . . . . . . . . . . . . 4 For any individual listed on line la, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,0007 If "Yes," complete Schedule -7 for such individual . . . . . . . . . . . . . . . . . . . . . . . . . . 3 No 5 No . Did any person listed on line la receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule Jfor such person . . . . . . . Section B. Independent Contractors 1 Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization Report compensation for the calendar year ending with or within the organization's tax year (A) Name and business address Seravalli Inc, 10059 Sandmeyer Ln PHILADELPHIA PA 19116 ShoemakerPerryman A Joint Venture, WS Cumby Inc, 938 Lincoln Ave SPRINGFIELD PA 19064 WH Myers Construction Co, 5219 N Lawrence St PHILADELPHIA PA 19120 James J Anderson Construct Comp, 2 100 Front St Suite 365 WEST CONSHOHOCKEN PA 19428 6958 Torresdale Ave Suite 300 PHILADELPHIA PA 19135 (B) Description of services (C) Compensation Construction 3,719,910 Construction 3,382,788 Construction 2,568,095 Construction 1,187,403 Construction 862,534 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 0-23 Form 990 (2013) Form 990 (2013) Page 9 Statement of Revenue Check if Schedule 0 contains a response or note to any line in this Part VIII (A) Total revenue r 60 Z la Federated campaigns . = O E b Membership dues . c Fundraising events d Related organizations E e Government grants (contributions ) le 10,464,529 V Q f All other contributions, gifts, grants, and similar amounts not included above if 11,955,787 g Noncash contributions included in lines la-If $ h Total . Add lines la -1f . (C) Unrelated business revenue F (D) Revenue excluded from tax under sections 512-514 la . . (B) Related or exempt function revenue . . . lb 6,176,811 1c 569,184 . . ld tJ' 2,317,281 29,166,311 Business Code 2a ADMISSION FEES 713110 7,650,759 7,650,759 a2 b EDUCATION PROGRAMS 611710 772,744 772,744 a' c MEMBERSHIPS 900099 1,464,428 1,464,428 d e f All other program service revenue g Total . Add lines 2a -2f . 3 . . . . . . . 9,887,931 0- Investment income (including dividends , interest, and other similar amounts ) 4 524,458 . Income from investment of tax -exempt bond proceeds 5 Royalties . 6a Gross rents b Less rental expenses Rental income or (loss) . . . . . . . (i) Real c d d Net gain or ( loss) 8a 0 0- 1,024,122 1,024,122 (ii) Personal 0 Net rental inco me or ( loss) c W 0- 0 Gross amount from sales of assets other than inventory Less cost or other basis and sales expenses Gain or (loss) b • . . . (i) Securities 7a • 524,458 lim- 0 lim- 2,715,603 2,715,603 -118,571 -118,571 (ii) Other 21,652,000 18,936,397 2,715,603 . Gross income from fundraising events ( not including $ 569,184 of contributions reported on line 1c) See Part IV, line 18 a 66,649 b Less c Net income or (loss ) from fundraising events s 9a direct expenses b 185,220 . 0- Gross income from gaming activities See Part IV, line 19 . . a b Less c Net income or (loss ) from gaming acti vities 10a . direct expenses . b . . .- 0 lim- 0 Gross sales of inventory, less returns and allowances . a b Less c Net income or (loss ) from sales of inventory cost of goods sold . b Miscellaneous Revenue . Business Code CONCESSIONS/PARKING 713110 3,144,645 b SPONSORSHIPS 900099 1,148,432 1,148,432 C COMMNTY EVENTS/OTHER 900099 788,331 788,331 141,045 141,045 11a 45,000 3,099,645 EVENTS d All other revenue e Total .Add lines 11a-11d . 05,222,453 12 Total revenue . See Instructions 0-1 48,422,307 9,887,931 45,000 9,323,065 Form 990 (2013) Form 990 (2013) Page 10 Statement of Functional Expenses Section 501(c)(3) and 501(c)(4) organizations must complete all columns All other organizations must complete column (A) Check if Schedule 0 contains a response or note to any line in this Part IX . . . Total expenses 1 Grants and other assistance to governments and organizations in the United States See Part IV, line 21 2 Grants and other assistance to individuals in the United States See Part IV, line 22 3 Grants and other assistance to governments, organizations , and individuals outside the United States See Part IV, lines 15 and 16 . . . (B) Program service expenses ( A) Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII . 23,000 23,000 12,650 12,650 140,000 140,000 4 Benefits paid to or for members 5 Compensation of current officers, directors , trustees, and key employees 989,036 6 Compensation not included above, to disqualified persons (as defined under section 4958( f)(1)) and persons described in section 4958 (c)(3)(B) . 0 . . . . . . (C) Management and general expenses . . (D) Fundraising expenses 0 606,250 344,603 38,183 11,861,749 10,332,745 975,203 553,801 881 ,236 750,134 90,506 40,596 Other employee benefits 2 ,337,411 2,007,129 221,663 108,619 10 Payroll taxes 1,137,546 968,315 116,829 52,402 11 Fees for services ( non-employees) 49,823 76,485 7 Other salaries and wages 8 Pension plan accruals and contributions ( include section 401(k) and 403(b) employer contributions ) 9 a Management b Legal . 0 c Accounting d Lobbying 96,955 96,955 e Professional fundraising services See Part IV, line 17 45,094 45,094 f Investment management fees g Other ( If line 11g amount exceeds 10 % of line 25, column ( A) amount, list line 11g expenses on Schedule 0 ) . 1 ,990,725 12 Advertising and promotion 13 Office expenses 14 Information technology 15 Royalties 126 ,308 . . . . . . . . . . . 16 Occupancy 17 Travel 18 Payments of travel or entertainment expenses for any federal, state, or local public officials 19 Conferences , conventions , and meetings 20 Interest 21 Payments to affiliates 22 Depreciation , depletion, and amortization 23 Insurance 24 Other expenses Itemize expenses not covered above (List miscellaneous expenses in line 24e If line 24e amount exceeds 10% of line 25, column ( A) amount, list line 24e expenses on Schedule 0 a COMMUNITY BLDG ACTIVITIES 115,234 115,234 157,609 157,609 1,706,463 241,776 1,040,869 8,492 1,032,377 1,536,422 1,252,633 237,883 54,708 42,486 45,906 54,708 0 2,877,844 2,842,756 23,392 11,696 60,317 34,112 22,860 3,345 202,034 531,293 7,388,859 7,154,294 160,809 73,756 702,106 681,043 14,042 7,021 3,772,000 3,772,000 12,099 25,884 0 0 733,327 0 b ANIMAL NUTRITION 574,396 574,396 c SPECIAL PROGRAMS/EVENTS 390,561 352,578 d WRITE OFF OF FIXED ASSETS 334,826 334,826 e All other expenses 672,935 568,375 92,711 11,849 40,053,723 34,374,048 4,522,082 1,157,593 25 Total functional expenses. Add lines 1 through 24e 26 Joint costs. Complete this line only if the organization reported in column ( B) joint costs from a combined educational campaign and fundraising solicitation Check here - fl if following SOP 98-2 (ASC 958-720) Form 990 (2013) Form 990 (2013) Page 11 Balance Sheet Check if Schedule 0 contains a response or note to any line in this Part X F (A) Beginning of year 'cc 14,426 1 Cash-non-interest-bearing 2 Savings and temporary cash investments . . . . . . . . 3 Pledges and grants receivable, net 4 Accounts receivable, net 5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees Complete Part II of Schedule L . . . . . . . . . . . . . . 6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L 7 Notes and loans receivable, net 8 Inventories for sale or use 9 Prepaid expenses and deferred charges 10a . Land, buildings, and equipment cost or other basis Complete Part VI of Schedule D 10a 154,445,451 Less 10b 69 ,869,941 (B) End of year 20,648 1 2,579,067 2 3,110,474 21,139,563 3 12,230,443 717,661 4 617,079 0 5 0 0 6 0 0 7 0 0 8 0 71,625 9 55,887 84,215,378 10c 84,575,510 24,110,878 11 27,172,662 Investments-other securities See Part IV, line 11 0 12 0 13 Investments-program-related See Part IV, line 11 0 13 0 14 Intangible assets 0 14 0 b accumulated depreciation . 11 Investments-publicly traded securities 12 . . . . . . . . . . . . . 15 Other assets See Part IV, line 11 16 Total assets . Add lines 1 through 15 (must equal line 34) 17 Accounts payable and accrued expenses 18 Grants payable 19 Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified 23 . . . 22 . . . Escrow or custodial account liability Complete Part IV of Schedule D . . . . Tax-exempt bond liabilities . . . . 21 . . . . 20 persons Complete Part II of Schedule L . . . . . . . . . . . . . . . Secured mortgages and notes payable to unrelated third parties 24 Unsecured notes and loans payable to unrelated third parties 25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24) Complete Part X of Schedule D 26 . Total liabilities . Add lines 17 through 25 . 48,160 15 194,094 132,896,758 16 127,976,797 11,899,505 17 4,326,230 0 18 0 1,353,240 19 1,504,146 7,750,000 20 7,713,045 0 21 0 0 22 0 15,666,393 23 10,568,676 0 24 0 2,750,094 25 1,184,488 39,419,232 26 25,296,585 75,467,212 Organizations that follow SFAS 117 ( ASC 958), check here 1- F and complete lines 27 through 29, and lines 33 and 34. C5 27 Unrestricted net assets 61,684,526 27 M ca 28 Temporarily restricted net assets 16,788,000 28 15,005,000 29 29 Permanently restricted net assets . . . . . . . . . . I 11,566,000 15,647,000 r _ Organizations that do not follow SFAS 117 (ASC 958 ), check here 1 F- and complete lines 30 through 34. W_ 4T z 30 Capital stock or trust principal, or current funds 30 31 Paid-in or capital surplus, or land, building or equipment fund 31 32 Retained earnings, endowment, accumulated income, or other funds 33 Total net assets or fund balances 34 Total liabilities and net assets/fund balances . . . . . . 32 . 93,477,526 33 132,896,758 34 102,680,212 127,976,797 Form 990 (2013) Form 990 (2013) « Page 12 Reconcilliation of Net Assets Check if Schedule 0 contains a response or note to any line in this Part XI 1 Total revenue (must equal Part VIII, column (A), line 12) 2 Total expenses (must equal Part IX, column (A), line 25) 3 Revenue less expenses Subtract line 2 from line 1 4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) 5 . . F . . 1 48,422,307 2 40,053,723 3 8,368,584 4 93,477,526 5 -686,359 . Net unrealized gains (losses) on investments 6 Donated services and use of facilities 6 7 Investment expenses . . 7 8 Prior period adjustments . . 8 9 Other changes in net assets or fund balances (explain in Schedule 0) 10 Net assets or fund balances at end of year Combine lines 3 through 9 (must equal Part X, line 33, column (B)) 9 1,520,461 10 102,680,212 Financial Statements and Reporting Check if Schedule 0 contains a response or note to any line in this Part XII (Yes 1 No Accounting method used to prepare the Form 990 fl Cash 17 Accrual (Other If the organization changed its method of accounting from a prior year or checked " Other," explain in Schedule 0 2a Were the organization 's financial statements compiled or reviewed by an independent accountant? 2a No If'Yes,'check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both fl Separate basis fl Consolidated basis fl Both consolidated and separate basis b Were the organization 's financial statements audited by an independent accountant? 2b Yes 2c Yes 3a Yes 3b Yes If'Yes,'check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both F Separate basis c fl Consolidated basis fl Both consolidated and separate basis If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review , or compilation of its financial statements and selection of an independent accountant? If the organization changed either its oversight process or selection process during the tax year, explain in Schedule 0 3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and 0 MB Circular A-1 33? b If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule 0 and describe any steps taken to undergo such audits Form 990 (2013) Additional Data Software ID: Software Version: EIN: Name : 23-1352298 Zoological Society of Philadelphia Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors (A) Name and Title (B) Average hours per week (list any hours for related organizations below dotted line) (C) Position (do not check more than one box, unless person is both an officer and a director/trustee) ,^ = -n ID ' boo LD c m _ 0r (D c a, (D ) Reportable compensation from the organization (W2/1099-MISC) ( E) Reportable compensation from related organizations (W2/1099-MISC) (F) Estimated amount of other compensation from the organization and related organizations 'D 0 _ 4 SL LEI 4 Susan L Anderson 2 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 0 0 0 X 0 0 0 X 0 0 0 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 Director Sandra Baldino 2 0 Director Phillip Barnett 2 0 Director Robert W Bogle 2 0 Director Robert L Brown III 2 0 Director (ENDED JUNE 2013) Gretchen Burke 2 0 Director (ENDED JUNE 2013) Jay H Calvert Jr 10 0 X X Chair H Augustus Carey 2 0 Director J Christopher Cashman 2 0 Director Thomas A Decker 2 0 Director Fiona Dias 2 0 Director Richard K Faris 2 0 Director Steven C Genyk 2 0 Director John A Ginter 4 0 X X Vice Chair Peter G Gould 2 0 Director S Matthews V Hamilton Jr 2 0 Director Joan Hendricks 4 0 X X Vice Chair Jason Ingle 2 0 Director Harvey Kimmel 2 0 Director Joanna M Lewis 2 0 Director Michael J Lewis 2 0 DIRECTOR (ENDED JUNE 2013) Charles N Marshall 2 0 Director Robert S McMenamin 2 0 Director F William McNabb III 2 0 Director Drew A Moyer Director 2 0 Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors (A) Name and Title (B) Average hours per week (list any hours for related organizations below dotted line) (C) Position (do not check more than one box, unless person is both an officer and a director/trustee) 0 ,o = -n _ m 0 i c rt ` (D ) Reportable compensation from the organization (W2/1099-MISC) ( E) Reportable compensation from related organizations (W2/1099-MISC) (F) Estimated amount of other compensation from the organization and related organizations LEI CD Patrick M Oates 2 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 304,180 0 39,211 X 201,138 0 24,520 X 62, 662 0 10, 798 X 201,513 0 26,754 X 188,667 0 27,453 X 142,669 0 31,194 X 135,340 0 21,675 X 130,293 0 15,431 X 114,710 0 29,870 X 114,283 0 21,420 Director Eliana Papadakis 2 0 Director Pedro A Ramos 2 0 Director Marc M Rayfield 2 0 Director Bernard W Smalley 2 0 Director Christine J Smith 2 0 Director Manuel N Stamatakis 2 0 Director Susan C Taylor 2 0 Director Carolyn W Turner 2 0 Director Ellen Wolf 4 0 X Vice Chair Vikram H Dewan 40 0 President & CEO Joseph T Steuer 40 0 Treasurer & CFO Mary R Burke 40 0 Corporate Secretary Amy Shearer 40 0 Chief Marketing Officer Andrew J Baker 40 0 Chief Operating Officer Greg Goldman 40 0 VP, Development Kenneth L Woodson 40 0 VP, Government & Comm Affairs Michael J Vanic 40 0 Controller Nina N Bisbee 40 0 VP, Facilities Utpal Passi VP, Guest Relations 40 0 efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493336007084 OMB No 1545-0047 SCHEDULE A Public Charity Status and Public Support (Form 990 or 990EZ) Complete if the organization is a section 501(c)( 3) organization or a section 4947(a)(1) nonexempt charitable trust. Department of the Treasury Internal Revenue Service I 2013 Oil Attach to Form 990 or Form 990-EZ. Oil See separate instructions. Oil Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs . aov Iform 990. Name of the organization Ope n Ins pe ct I Employer identification number Zoological Society of Philadelphia MIMM" 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 1 A church, convention of churches, or association of churches described in section 170 ( b)(1)(A)(i). 2 fl A school described in section 170 (b)(1)(A)(ii). (Attach Schedule E ) 3 1 A hospital or a cooperative hospital service organization described in section 170 ( b)(1)(A)(iii). 4 1 5 1 A medical research organization operated in conjunction with a hospital described in section 170 (b)(1)(A)(iii). Enter the hospital's name, city, and state An organization operated for the benefit of a college or university owned or operated by a governmental unit described in 6 1 A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v). 7 F 8 fl An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170 ( b)(1)(A)(vi ). (Complete Part II ) A community trust described in section 170 ( b)(1)(A)(vi ) (Complete Part II ) 9 1 An organization that normally receives section 170 ( b)(1)(A)(iv ). (Complete Part II ) (1) more than 331/3% of its support from contributions, membership fees, and gross 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 1 An organization organized and operated exclusively to test for public safety See section 509(a)(4). 11 1 An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a )( 2) See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines Ile through 11 h a fl Type I b fl Type II c fl Type III - Functionally integrated d fl Type III - Non- functionally integrated 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) If the organization received a written determination from the IRS that it is a Type I, Type II, orType III supporting organization, check this box F 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 f g h 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) 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? Yes No (v) Did you notify the organization in col (i) of your support? Yes (vi) Is the organization in col (i) organized in the U S ? No Yes (vii) Amount of monetary support No Total For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ . Cat No 11285F ScheduleA(Form 990 or 990-EZ)2013 Schedule A (Form 990 or 990-EZ) 2013 MU^ Page 2 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) 11111 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) Public support. Subtract line 5 6 ( a) 2009 22,604,165 ( b) 2010 22,373,050 (c) 2011 31,404,385 ( d) 2012 (e) 2013 22,191,275 29,166,311 (f) Total 127,739,186 0 0 22,604,165 22,373,050 31,404,385 22,191,275 29,166,311 127,739,186 7,407,082 120,332,104 from line 4 Section B. Total Su pp ort Calendar year ( orfiscaI year beginning in) ^ 7 Amounts from line 4 8 Gross income from interest, dividends, payments received on securities loans, rents, royalties (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total 22,604,165 22,373,050 31,404,385 22,191,275 29,166,311 127,739,186 487,903 652,523 907,996 1,652,635 1,548,580 5,249,637 and income from similar sources Net income from unrelated business activities, whether or not the business is regularly carried on Other income Do not include 9 10 gain or loss from the sale of 0 4,921,488 5,088,849 5,636,080 capital assets (Explain in Part IV ) Total support (Add lines 7 through 10) Gross receipts from related activities, etc (see instructions) 11 12 13 4,577,829 5,289,102 25,513,348 158,502,171 12 47,590,936 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . QE- Section C. Com p utation of Public Su pp ort Percenta g e 14 Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f)) 14 75 918 15 Public support percentage for 2012 Schedule A, Part II, line 14 15 77 716 % 16a 331 / 3%support test - 2013. 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 331 / 3%support test-2012 . If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, chec k this box and stop here . The organization qualifies as a publicly supported organization 17a 10%-facts-and -circumstances test - 2013. 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 - 2012 . 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) 2013 Schedule A (Form 990 or 990-EZ) 2013 Page 3 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 IMMITM Calendar year (or fiscal year beginning in) 11111 1 Gifts, grants, contributions, and membership fees received (Do not include any "unusual grants ") 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 3 Gross receipts from activities that are not an unrelated trade or business under section 513 4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf 5 The value of services or facilities furnished by a governmental unit to the organization without charge 6 Total . Add lines 1 through 5 7a Amounts included on lines 1, 2, and 3 received from disqualified persons 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 c Add lines 7a and 7b 8 Public support (Subtract line 7c from line 6 ) (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total Section B. Total Suuuort Calendar year ( or fiscal year beginning (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total in) ^ 9 Amounts from line 6 Gross income from interest, 10a dividends, payments received on securities loans, rents, royalties and income from similar sources Unrelated business taxable b income (less section 511 taxes) from businesses acquired after June 30, 1975 c Add lines 10a and 10b Net income from unrelated 11 business activities not included in line 10b, whether or not the business is regularly carried on Other income Do not include 12 gain or loss from the sale of capital assets (Explain in Part IV ) Total support . (Add lines 9, 1Oc, 13 11, and 12 ) 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 2013 ( line 8, column (f) divided by line 13, column (f)) 15 16 Public support percentage from 2012 Schedule A, Part III, line 15 16 Section D . Com p utation of Investment Income Percenta g e 17 Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f)) 17 18 Investment income percentage from 2012 Schedule A, Part III, line 17 18 19a 331 / 3% support tests- 2013. 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 lk'F331 / 3% support tests- 2012 . 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 lk'FPrivate foundation . If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions b 20 Schedule A (Form 990 or 990-EZ) 2013 Schedule A (Form 990 or 990-EZ) 2013 Page 4 Supplemental Information . 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 I Return Reference I Explanation I Schedule A (Form 990 or 990-EZ) 2013 l efile GRAPHIC p rint - DO NOT PROCESS Department of the Treasury Internal Revenue Service DLN: 93493336007084 Political Campaign and Lobbying Activities OMB No 1545-0047 For Organizations Exempt From Income Tax Under section 501 ( c) and section 527 2013 SCHEDULE C (Form 990 or 990-EZ) As Filed Data - 1- Complete if the organization is described below. 0- Attach to Form 990 or Form 990-EZ. 0- See separate instructions . 0- Information about Schedule C (Form 990 or 990 - EZ) and its instructions is at www. irs. g ov form 990. • If the organization answered "Yes" to Form 990, Part IV , Line 3 , or Form 990-EZ , Part V, line 46 ( Political Campaign Activities), then • Section 501(c)(3) organizations Complete Parts I-A and B Do not complete Part I-C • Section 501(c) (other than section 501(c)(3)) organizations Complete Parts I-A and C below Do not complete Part I-B • Section 527 organizations Complete Part I-A only If the organization answered "Yes" to Form 990, Part IV , Line 4 , or Form 990-EZ , Part VI, line 47 (Lobbying Activities), then • Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part II-A Do not complete Part II-B • Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)) Complete Part II-B Do not complete Part II-A If the organization answered "Yes" to Form 990, Part IV , Line 5 ( Proxy Tax) or Form 990-EZ , Part V, line 35c ( Proxy Tax), then * Section 501(c)(4), (5), or (6) organizations Complete Part III Name of the organization Zoological Society of Philadelphia Employer identification number 23-1352298 Complete if the organization is exempt under section 501(c) or is a section 527 organization. 1 Provide a description of the organization's direct and indirect political campaign activities in Part IV 2 Political expenditures 3 Volunteer hours 1 Enter the amount of any excise tax incurred by the organization under section 4955 0- $ 2 Enter the amount of any excise tax incurred by organization managers under section 4955 0- $ $ 0- Complete if the organization is exempt under section 501 ( c)(3). 3 If the organization incurred a section 4955 tax, did it file Form 4720 for this year? fl Yes fl No 4a Was a correction made? fl Yes fl No b If "Yes," describe in Part IV rMWINTComplete if the organization is exempt under section 501 ( c), except section 501 ( c)(3). 1 Enter the amount directly expended by the filing organization for section 527 exempt function activities 2 Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities 00- $ $ 3 Total exempt function expenditures Add lines 1 and 2 Enter here and on Form 1120-PO L, line 17b 4 Did the filing organization file Form 1120 -POL for this year? 5 Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing organization made payments For each organization listed, enter the amount paid from the filing organization's funds Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC) If additional space is needed, provide information in Part IV (a) Name (b) Address i-or raperworK rteauction Act Notice, see the instructions Tor corm 99 U or yyu -tc. 0- $ fl Yes (c) EIN (d ) Amount paid from filing organization's funds If none, enter -0- Cat No 50084S fl No (e) Amount of political contributions received and promptly and directly delivered to a separate political organization If none, enter -0- Schedule C (Form 990 or 990-EZ) 2013 Schedule C (Form 990 or 990-EZ) 2013 Page 2 Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)). A Check B Check - (- if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures) - (- if the filing organization checked box A and "limited control" provisions apply (a) Filing organization's totals Limits on Lobbying Expenditures (The term "expenditures " means amounts paid or incurred .) la (b) Affiliated group totals Total lobbying expenditures to influence public opinion (grass roots lobbying) b Total lobbying expenditures to influence a legislative body (direct lobbying) 96,955 96,955 c Total lobbying expenditures (add lines la and 1b) d Other exempt purpose expenditures 39,956,760 e Total exempt purpose expenditures (add lines 1c and 1d) 40,053,715 f Lobbying nontaxable amount Enter the amount from the following table in both columns 1,000,000 If the amount on line le , column ( a) or (b ) is: The lobbying nontaxable amount is: Not over $500,000 20% of the amount on line le Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000 Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000 Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000 Over $17,000,000 $1,000,000 g Grassroots nontaxable amount (enter 25% of line 1f) 250,000 h Subtract line 1g from line la If zero or less, enter-0- i Subtract line 1f from line 1c If zero or less, enter-0- ] If there is an amount otherthan zero on either line 1h or line li, did the organization file Form 4720 reporting section 4911 tax for this year? F- Yes F No 4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.) Lobbvina Exoenditures During 4-Year Averaaina Period Calendar year (or fiscal year beginning in) (a) 2010 1,000,000 (b) 2011 1,000,000 (c) 2012 1,000,000 (d) 2013 1,000,000 (e) Total 4,000,000 2a Lobbying nontaxable amount b Lobbying ceiling amount (150% of line 2a, column(e)) c Total lobbying expenditures 119,040 111,530 97,787 96,955 425,312 d Grassroots nontaxable amount 250,000 250,000 250,000 250,000 1,000,000 e Grassroots ceiling amount 150% of line 2d column e f Grassroots lobbying expenditures 6,000,000 1,500,000 Schedule C (Form 990 or 990-EZ) 2013 Schedule C (Form 990 or 990-EZ) 2013 Complete if the organization is exempt under section 501 ( c)(3) and has NOT Pa g e 3 filed Form 5768 ( election under section 501(h)). 1 a During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of Volunteers? b Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? c Media advertisements? d Mailings to members, legislators, or the public? e Publications, or published or broadcast statements? f Grants to other organizations for lobbying purposes? g Direct contact with legislators, their staffs, government officials, or a legislative body? h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? i Other activities? j Total Add lines 1c through 1i 2a (b) (a) For each "Yes " response to lines la through li below, provide in Part IV a detailed description of the lobbying activity . Yes No Amount Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? b If "Yes," enter the amount of any tax incurred under section 4912 c If "Yes," enter the amount of any tax incurred by organization managers under section 4912 d If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6). No 1 Were substantially all (90% or more) dues received nondeductible by members? 2 Did the organization make only in-house lobbying expenditures of $2,000 or less? 3 Did the organization agree to carry over lobbying and political expenditures from the prior year? Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered "Yes." 1 2 Dues, assessments and similar amounts from members Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f ) tax was paid). 1 a b Current year Carryover from last year 2a c Total 2c 3 Aggregate amount reported in section 6033(e)(1 )(A) notices of nondeductible section 162(e) dues 3 4 If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? Taxable amount of lobbying and political expenditures (see instructions) 4 5 2b 5 Supplemental Information Provide the descriptions required for Part I-A, line 1, Part I-B, line 4, Part I-C, line 5, Part II-A (affiliated group list), Part II-A, line 2, and Part II-B. line 1 Also. comDlete this Dart for any additional information Return Reference I Explanation Schedule C (Form 990 or 990-EZ) 2013 Schedule C (Form 990 or 990-EZ) 2013 Page 4 Schedule D (Form 990) 2013 lefile GRAPHIC print - DO NOT PROCESS SCHEDULE D As Filed Data - DLN: 93493336007084 OMB No 1545-0047 Supplemental Financial Statements (Form 990) 2013 Department of the Treasury 0- Complete if the organization answered " Yes," to Form 990, Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b • . 0- Attach to Form 990. 0- See separate instructions. 1- Information about Schedule D (Form 990) II Internal Revenue Service and its instructions is at www . irs.gov /form990 . Name of the organization Zoological Society of Philadelphia . Employer identification number 23-1352298 Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts . Complete if the or g anization answered "Yes" to Form 990 , Part IV , line 6. (a) Donor advised funds 1 Total number at end of year 2 Aggregate contributions to (during year) (b) Funds and other accounts 3 Aggregate grants from (during year) 4 Aggregate value at end of year 5 Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization's property, subject to the organization's exclusive legal control? F Yes I No Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? fl Yes fl No 6 MRSTIConservation Easements . Complete if the organization answered "Yes" to Form 990, Part IV, line 7. 1 Purpose(s) of conservation easements held by the organization (check all that apply) 1 Preservation of land for public use (e g , recreation or education) 1 Preservation of an historically important land area 1 Protection of natural habitat 1 Preservation of a certified historic structure fl Preservation of open space 2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year Held at the End of the Year a Total number of conservation easements 2a b Total acreage restricted by conservation easements 2b c Number of conservation easements on a certified historic structure included in (a) 2c d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register 2d 3 N umber of conservation easements modified, transferred , released, extinguished , or terminated by the organization during the tax year 0- 4 N umber of states where property subject to conservation easement is located 0- 5 Does the organization have a written policy regarding the periodic monitoring , inspection , handling of violations, and enforcement of the conservation easements it holds? 6 Staff and volunteer hours devoted to monitoring , inspecting , and enforcing conservation easements during the year 7 Amount of expenses incurred in monitoring , inspecting , and enforcing conservation easements during the year fl Yes fl No F Yes 1 No 0- 0- $ 8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? 9 In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting for conservation easements Organizations Maintaining Collections of Art, Historical Treasures , or Other Similar Assets. Complete if the oraanization answered "Yes" to Form 990. Part IV. line 8. la If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items (i) Revenues included in Form 990, Part VIII, line 1 $ 0- $ (ii)Assets included in Form 990, Part X 2 59,592,912 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the following amounts required to be reported under SFAS 116 (ASC 958) relating to these items a Revenues included in Form 990, Part VIII, line 1 b Assets included in Form 990, Part X For Paperwork Reduction Act Notice, see the Instructions for Form 990. $ $ Cat No 52283D Schedule D (Form 990) 2013 Schedule D (Form 990) 2013 r:FTnFW 3 Page 2 Organizations Maintaining Collections of Art, Historical Treasures , or Other Similar Assets (continued) Using the organization's acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply) a F Public exhibition d fl Loan or exchange programs b 1 Scholarly research e (- Other c F Preservation for future generations 4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose in Part XIII 5 During the year, did the organization solicit or receive donations of art, historical treasures or other similar 1 Yes assets to be sold to raise funds rather than to be maintained as part of the organization's collection? Escrow and Custodial Arrangements . Complete if the organization answered "Yes" to Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21. la Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not included on Form 990, Part X7 b If "Yes," explain the arrangement in Part XIII and complete the following table c Beginning balance 1c d Additions during the year ld e Distributions during the year le f Ending balance if F No 1 Yes F No A mount 2a b Did the organization include an amount on Form 990, Part X, line 21? fl Yes If "Yes," explain the arrangement in Part XIII Check here if the explanation has been provided in Part XIII . . . . . . . fl No . F MWAFEndowment Funds . Com p lete if the or g anization answered "Yes" to Form 990 , Part IV, line 10. (a)Current year la Beginning of year balance . b Contributions c Net investment earnings, gains, and losses d Grants or scholarships e Other expenditures for facilities and programs f Administrative expenses g End of year balance 2 b (c)Two years back (d)Three years back (e)Four years back 27,715,525 25,954,525 22,598,525 16,239,525 1,633,900 558,087 1,547,000 989,000 1,886,000 2,410,607 1,755,980 1,087,000 3,227,000 5,375,000 982,722 5,918,714 873,000 860,000 902,000 27,172,663 24,110,878 27,715,525 25,954,525 22,598,525 . Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as 42 686 % a Board designated or quasi-endowment 0- b Permanent endowment 0- c 0 283 % Temporarily restricted endowment 0The percentages in lines 2a, 2b, and 2c should equal 100% 3a 57 031 % Are there endowment funds not in the possession of the organization that are held and administered for the organization by (i) unrelated organizations b 4 (b)Prior year 24,110,878 . . . . . . . . . . . . . . . . . (ii) related organizations . . . . . . . . . . . . . . . . . If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? . . . . . . . . . . . . 3a(i) Yes Yes No 3a(ii) . . I No 3b Describe in Part XIII the intended uses of the organization's endowment funds Land , Buildings , and Equipment . Complete if the organization answered 'Yes' to Form 990, Part IV, line 1 1 a See Form 990 Part X line 1(l (a) Cost or other basis (investment) Description of property (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value la Land b Buildings 0 132,859,371 60,020,951 72,838,420 d Equipment 0 7,328,999 5,294,569 2,034,430 e Other 0 c Leasehold improvements . . Total . Add lines la through 1e (Column (d) must equal Form 990, Part X, column (B), line 10(c).) 14,257,081 . 4,554,421 . 0- 9,702,660 84,575,510 Schedule D (Form 990) 2013 Schedule D (Form 990) 2013 Page 3 Investments-Other Securities . Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990 , Part X line 12. (a) Description of security or category (including name of security) (b)Book value (c) Method of valuation Cost or end-of-year market value (1 )Financial derivatives (2)Closely-held equity interests Other Total . (Column ( b) must equa l Form 990, Part X, col (B) line 12 ) 11. Investments - Program Related . Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. Caa Form QQ(1 Fnrm QQn Dart X Part Y lino 1 -^ lino 7S 2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization ' s financial statements that reports the organization ' s liability for uncertain tax positions under FIN 48 (A SC 740) C heck here if the text of the footnote has been provided in Part XIII F Schedule D (Form 990) 2013 Schedule D (Form 990) 2013 Page 4 Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the or g anization answered 'Yes' to Form 990 , Part IV line 12a. 1 Total revenue, gains, and other support per audited financial statements 2 . 1 49,304,983 Amounts included on line 1 but not on Form 990, Part VIII, line 12 a Net unrealized gains on investments b Donated services and use of facilities c Recoveries of prior year grants d Other (Describe in Part XIII) e Add lines 2a through 2d 3 4 2a . -686,359 2b 2c . . . . Subtract line 2e from line 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2d . . . . . 1,383,815 . . . . . . . . . . . . . . . . . . . 2e 697,456 3 48,607,527 4c -185,220 5 48,422,307 Amounts included on Form 990, Part VIII, line 12, but not on line 1 a Investment expenses not included on Form 990, Part VIII, line 7b b Other (Describe in Part XIII ) . . . . . . . . . . c Add lines 4a and 4b . . . . . . . . . . . 5 . . . 4a 4b . . . -185,220 Total revenue Add lines 3 and 4c. (This must equal Form 990, Part I, line 12 ) « . . . . Reconciliation of Expenses per Audited Financial Statements With Expenses per Return . Complete if the org anization answered 'Yes' to Form 990 , Part IV line 12a. 1 Total expenses and losses per audited financial statements 2 40,102,297 Amounts included on line 1 but not on Form 990, Part IX, line 25 a Donated services and use of facilities b Prior year adjustments c Other losses . . . Other (Describe in Part XIII e Add lines 2a through 2d . . . . . Subtract line 2e from line 1 . 4 . 2a 2b . d 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2c . . . 2d . . . . . . 185,220 . . . . . . . . . . . . . . . . 2e 185,220 3 39,917,077 4c 136,646 5 40,053,723 Amounts included on Form 990, Part IX, line 25, but not on line 1: a 5 1 Investment expenses not included on Form 990, Part VIII, line 7b 4a b Other (Describe in Part XIII ) . . . . . . . . . . . c Add lines 4a and 4b . . . . . . . . . . . . . . 4b . . Total expenses Add lines 3 and 4c. (This must equal Form 990, Part I, line 18 ) OT1174M 136,646 . . . . . . Su pp lemental Information Provide the descriptions required for Part II, lines 3, 5, and 9, Part III, lines la and 4, Part IV, lines lb and 2b, Part V, line 4, Part X, line 2, Part XI, lines 2d and 4b, and Part XII, lines 2d and 4b Also complete this part to provide any additional information Return Reference Explanation Form 990, Schedule D, Part III Line 1B (ii) - Exhibits are capitalized as unrestricted net assets, which are recorded at cost and depreciated over their estimated useful lives Purchased additions to the animal and horticultural collections are expensed, as acquired Additions to these collections acquired other than by purchase are not assigned a value and are not accounted for in the accounts of the Zoo The amount reported on line lb (ii) reflects the value of the exhibits, net of accumulated depreciation, at fiscal year-end Line 4 - The Zoological Society of Philadelphia (the "Zoo"), a private not-for-profit corporation established in 1859, is America's first Zoo Its official opening was on July 1, 1874 The Zoo, which is an accredited member of the Association of Zoos and Aquariums ("AZA"), acquires, maintains and exchanges its collection in accordance with AZA and United States Department of Agriculture regulations The Zoo's core purpose is to connect people with wildlife, creating joyful discovery and inspiring action for animal and habitats The Zoo shares its mission with a diverse audience through first-class educational programming, outstanding animal care, compelling exhibitions, and cutting-edge conservation efforts Currently home to approximately 3,200 specimens of 340 species from around the world, the Zoo welcomes more than 1 2 million visitors to its 42 acres each year as a national attraction and revered Philadelphia landmark In recent years, the Zoo has made significant investments in animal exhibits, including PECO Primate Reserve, First Niagara Big Cat Falls, McNeil Avian Center, and most recently, KidZooU Hamilton Family Children Zoo & Faris Family Education Center, which opened to the public in April 2013 and is the organization's largest construction project to date and Zoo360, a first in the world trail system that enables animals to travel and explore the campus Additionally, in April 2013, the Zoo also debuted the Centennial District Transportation Center, a four-story, 683-space parking garage This development also consists of significant functional and aesthetic improvements to traffic flow and pedestrian right of way such as lighting, streetscape and sustainable landscaping, and upgrades to traffic signals and signage This project was financed by federal, state, city, and Zoo funds The Zoo is currently implementing a Transformative Master Plan, which provides more enriching experiences for the Zoo's animals through the development of an extensive trail system, facilitating travel across campus Zoo360, the animal travel and exploration trail system continues the Zoo's commitment to excellence in animal care and inspiring guests to conservation action through engaging animal experiences Three trails comprising the travel network are currently open In June 2011, the Treetop Trail system opened for use by small primates In August 2012, The Great Ape Trail opened and in May 2014, Big Cat Crossing debuted In 2015 and beyond both elevated and ground-based extensions will be incorporated including an elevated systems for gorillas and a ground-based system used by hoofstock including rhinos, hippos, giraffe, and zebras More trails will be implemented in the coming years FORM 990, SCHEDULE D, PART V, LINE 4 The Philadelphia Zoo uses endowment funds to fund operating programs and relevant mission-based initiatives In 2012, the Zoo used $5 million of board designated endowment funds to complete construction of KidZooU Hamilton Family Children Zoo and Faris Family Education Center with the intent to repay this amount in full (including interest) as capital campaign pledges are collected As of February 28, 2014, $900 thousand has been repaid FORM 990, SCHEDULE D, PART X The Zoo is a private not-for-profit corporation and, accordingly, is exempt from federal taxes under the Internal Revenue Code Section 501(c)(3) The Zoo is also exempt from state and local taxes under applicable statutes The Zoo recognizes or derecognizes a tax position based upon a more likely than not threshold" This applies to positions taken or expected to be taken in a tax return The Zoo does not believe its financial statements include any material uncertain tax positions RECONCILIATION OF REVENUE LINE 2D CHANGES IN BENEFIT OBLIGATIONS $ 1,520,461 RECLASS INVESTMENT MANAGEMENT FEES $ (15,000) ENDOWMENT $ (122,109) ROUNDING $ 463 -----------TOTAL $ 1,383,815 LINE 4B RECLASS SPECIAL EVENT EXPENSES $ (185,220) RECONCILIATION OF EXPENSES LINE 2D RECLASS SPECIAL EVENT EXPENSES $ 185,220 LINE 4B RECLASS INVESTMENT MANAGEMENT FEES $ 15,000 ENDOWMENT $ 122,109 ROUNDING $ (463) ------------ TOTAL $ 136,646 Schedule D (Form 990) 2013 Schedule D (Form 990) 2013 Page 5 Schedule D (Form 990) 2013 lefile GRAPHIC print - DO NOT PROCESS SCHEDULE F (Form 990) As Filed Data - DLN: 93493336007084 OMB No 1545-0047 Statement of Activities Outside the United States 2013 ■ Complete if the organization answered "Yes" to Form 990, Part IV, line 14b, 15, or 16. ■ Attach to Form 990. ^ See separate instructions. Department of the Treasury ■ Information about Schedule F (Form 990) and its instructions is at www.irs.gov/form990. Internal Revenue Service Name of the organization Zoological Society of Philadelphia Employer identification number 23-1352298 General Information on Activities Outside the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 14b. 1 For grantmakers .Does the organization maintain records to substantiate the amount of its grants and other assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used to award the grants or assistance? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F Yes 2 For grantmakers . Describe in Part V the organization's procedures for monitoring the use of its grants and other assistance outside the United States. 3 Activites per Region (The following Part I, line 3 table can be duplicated if additional space is needed ) (a) Region 1) (b) Number of offices in the region (c) Number of employees, agents, and independent contractors in region (d) Activities conducted in (e) If activity listed in (d) is a region (by type) (e g , program service, describe fundraising, program specific type of services, investments, grants service(s) in region to recipients located in the reg ion) fl No (f) Total expenditures for and investments in region See Add'I Data ( 2) ( 3) (4) ( 5) 152 , 905 3a Sub-total b Total from continuation sheets to Part I c Totals (add lines 3a and 3b) For Paperwork Reduction Act Notice, see the Instructions for Form 990 . 152,905 Cat N o 50082W Schedule F (Form 990) 2013 Schedule F (Form 990) 2013 Page 2 Grants and Other Assistance to Organizations or Entities Outside the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed. 1 (a) Name of organization ( 1) (b) IRS code section and EIN (if applicable) (c) Region (d) Purpose of grant (e) Amount of cash grant (f) Manner of cash disbursement (g) Amount of non-cash assistance (h) Description of non-cash assistance (i) Method of valuation (book, FMV, appraisal, other) See Add'I Data (2) (3) (4) (5) (6) (7) (8) (9) ( 10) ( 11) ( 12) ( 13) ( 14) ( 15) ( 16) 2 Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter . . . . 8 Enter total number of other organizations or entities . Schedule F (Form 990) 2013 Schedule F (Form 990) 2013 Page 3 Grants and Other Assistance to Individuals Outside the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 16. Part III can be duplicated if additional space is needed. (a) Type of grant or assistance (b) Region (c) Number of recipients (d) Amount of cash grant (e) Manner of cash disbursement (f) Amount of non-cash assistance (g) Description of non-cash assistance (h) Method of valuation (book, FMV, a pp raisal , other ) ( 1) (2) (3) (4) (5) (6) (7) (8) (9) ( 10) ( 11) ( 12) ( 13) ( 14) ( 15) ( 16) ( 17) ( 18) Schedule F (Form 990) 2013 Schedule F (Form 990) 2013 Page 4 Foreign Forms 1 2 3 4 5 6 Was the organization a U S transferor of property to a foreign corporation during the tax year? If "Yes,"the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926) F- Yes F No Did the organization have an interest in a foreign trust during the tax year? If "Yes," the organization may be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U . S. Owner (see Instructions for Forms 3520 and 3520-A) F- Yes F No Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471) F- Yes F No Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If " Yes,"the organization may be required to fi le Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund . (see Instructions for Form 8621 ) F- Yes F No Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865) F- Yes F No Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713). F- Yes F No Schedule F ( Form 990) 2013 Schedule F (Form 990) 2013 Page 5 Supplemental Information Provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions). 990 Schedule F, Supplemental Information Return Reference FORM 990 , SCHEDULE F, PART I, LINE 2 Explanation As a condition of these grants , the Philadelphia Zoo requires reports from the organizatio ns that receive its financial support These mandatory project reports must detail complet e accountability for all funds received Additional Data Software ID: Software Version: EIN: Name : 23-1352298 Zoological Society of Philadelphia Form 990 Schedule F Part I - Activities Outside The United States (a) Region (b) Number of offices in the region (c) Number of employees or agents in region (d) Activities conducted in region (by type) (i e , fundraising, program services, grants to recipients located in the region) (e) If activity listed in (d) is a program service, describe specific type of service (s) in region (f) Total expenditures for region South America Grantmaking 55,500 Central America and the Caribbean Grantmaking 29,000 Europe (Including Iceland and Greenland) Grantmaking 6,000 Form 990 Schedule F Part I - Activi ties Outside T he United States (a) Region (b) Number of offices in the region (c) Number of employees or agents in region (d) Activities conducted in region (by type) (i e , fundraising, program services, grants to recipients located in the region) (e) If activity listed in (d) is a program service, describe specific type of service (s) in region (f) Total expenditures for region Sub-Saharan Africa Grantmaking 34,500 South Asia Grantmaking 15,000 Sub-Saharan Africa Program Services Fruit Bat Conservation 3,961 Form 990 Schedule F Part I - Activit ies Outside The United States (a) Region (b) Number of offices in the region (c) Number of employees or agents in region (d) Activities conducted in region (by type) (i e , fundraising, program services, grants to recipients located in the region) (e) If activity listed in (d) is a program service, describe specific type of service (s) in region (f) Total expenditures for region East Asia and the Pacific Program Services Animal Trail Meeting 1,337 Central America and the Caribbean Program Services Amphibian Conservation 7,607 Form 990 Schedule F Part II - Grants or Entities Outside The United States (a) Name of organization (b) IRS code section and EIN ( if applicable) ( c) Region ( d) Purpose of grant ( e) Amount of cash grant (f) Manner of cash disbursement South America Conservation 55,000 EFT or Wire Sub-Saharan Africa Education 23,000 EFT or Wire Sub-Saharan Africa Research 11,500 EFT or Wire Central America and the Caribbean Conservation 29,000 EFT or Wire (g) Amount of noncash assistance (h) Description of non-cash assistance (i) Method of valuation (book, FMV, appraisal, other) Form 990 Schedule F Part II - Grants or Entities Outside The United States (a) Name of organization (b) IRS code section and EIN(if applicable) (c) Region South Asia (d) Purpose of grant Conservation (e) Amount of cash grant 15,000 (f) Manner of cash disbursement EFT or Wire (g) Amount of noncash assistance (h) Description of non-cash assistance (i) Method of valuation (book, FMV, appraisal, other) efile GRAPHIC rint - DO NOT PROCESS SCHEDULEG (Form 990 or 990-EZ) As Filed Data - DLN: 93493336007084 Supplemental Information Regarding OMB No 1545-0047 Fundraising or Gaming Activities 2013 Complete if the organization answered " Yes " to Forth 990, Part IV, lines 17, 18, or 19 , or if the organization entered more than $ 15,000 on Forth 990- EZ, line 6a . Department of the Treasury Op e n to Public Ins p ection Ob'Attach to Form 990 or Forth 990 - EZ. Ob' See separate instructions. Internal Revenue Service 'Information about Schedule G (Forth 990 or990 - EZ) and its instructions is at www. irs.aov / form990. Name of the organization Zoological Society of Philadelphia Employer identification number 23-1352298 Fundraising Activities . Complete if the organization answered "Yes" to Form 990, Part IV, line 17. Form 990-EZ filers are not required to complete this part. Indicate whether the organization raised funds through any of the following activities Check all that apply a F e F Solicitation of non-government grants b F Internet and email solicitations f F Solicitation of government grants c F g F Special fundraising events d F In-person solicitations 2a b Mail solicitations Phone solicitations Did the organization have a written or oral agreement with any individual (including officers, directors, trustees or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services? (i) Name and address of individual or entity (fundraiser) 1 2 F Yes 1! No If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is to be compensated at least $5,000 by the organization (ii) Activity Jaime L Howard LLC 2830 S Alder St (iii) Did fundraiser have custody or control of contributions? Yes No (iv) Gross receipts from activity (v) Amount paid to (or retained by) fundraiser listed in col (i) (vi) Amount paid to (or retained by) organization Consulting No Philadelphia, PA 19148 Schultz Williams 325 Chestnut St Suite 700 9,500 Campaign No 3,815,864 35,594 3,780,270 3,815,864 45,094 3,780,270 Philadel p hia , PA 19106 3 4 5 6 7 8 9 10 Total . 3 . . . . . . . . . . . . . . . List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing NJ, PA For Paperwork Reduction Act Noticee see the Instructions for Form 990or 990-EZ . Cat No 50083H Schedule G ( Form 990 or 990 - EZ) 2013 Schedule G (Form 990 or 990-EZ) 2013 Page 2 Fundraising Events . Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000. (a) Event #1 (b) Event #2 (event type) (event type) (c) Other events Gala (d) Total events (add col (a) through col (c)) 0 (total number) I co 1 Gross receipts 635,833 635,833 2 Less Contributions 569,184 569,184 3 Gross income (line 1 minus line 2) 66,649 66,649 75 u7 4 Cash prizes 5 Noncash prizes 6 Rent/facility costs 7 Food and beverages 77,172 77,172 8 Entertainment 39,306 39,306 9 Other direct expenses 68,742 68,742 10 Direct expense summary Add lines 4 through 9 in column ( d) . . . . . . . . . 11 Net income summary Subtract line 10 from line 3, column ( d) . . . . . . . . . (185,220) ^ . . -118,571 Gaming . Complete if the organization answered " Yes" to Form 990, Part IV, line 19, or reported more than $ 15,000 on Form 990-EZ, line 6a. (a) Bingo ( b) Pull tabs / Instant bingo / progressive bingo ( c) Other gaming ( d) Total gaming (add col ( a) through col co (c) ) 1 Gross revenue . 2 Cash prizes 3 Non-cash prizes 4 Rent/facility costs 5 Other direct expenses 6 Volunteer labor 7 Direct expense summary Add lines 2 through 5 in column (d) ^ 8 Net gaming income summary Subtract line 7 from line 1, column (d) ^ u) C LIJ . F Yes 9 n No % fl Yes % F Yes F No F No Enter the state (s) in which the organization operates gaming activities a Is the organization licensed to operate gaming activities in each of these states? b If "No," explain 10a b . . . . . . . . . . . . . Yes r No ------------- ------------------------- ------------------------- ------------------------- ------------------------ ------------------------- ------------------------- ------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Were any of the organization ' s gaming licenses revoked, suspended or terminated during the tax year? . . . . . F Yes F No If "Yes," explain -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Schedule G (Form 990 or 990-EZ) 2013 Schedule G (Form 990 or 990-EZ) 2013 Page 3 11 Does the organization operate gaming activities with nonmembers? 12 . . . . . . . . . . . . . . . . . . Yes F No Is the organization a grantor , beneficiary or trustee of a trust or a member of a partnership or other entity formed to administer charitable gaming? 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes F No Indicate the percentage of gaming activity operated in a The organization ' s facility 13a % b An outside facility 13b % 14 Enter the name and address of the person who prepares the organization ' s gaming / special events books and records Name ^ Address ^ 15a Does the organization have a contract with a third party from whom the organization receives gaming revenue? b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If "Yes," enter the amount of gaming revenue received by the organization ^ $ amount of gaming revenue retained by the third party c . . . . . r- Yes r- No and the $ If "Yes," enter name and address of the third party Name llik^ ------------ ----------------------- ---------------------- ----------------------- ----------------------- ----------------------- ---------------------- ----------------------- ------- Address ---------------- ------------------------------ ------------------------------ ------------------------------------------------------------ ------------------------------ -----------16 Gaming manager information Name llik^ ------------ ----------------------- ---------------------- ----------------------- ----------------------- ----------------------- ---------------------- ----------------------- ------- Gaming manager compensation ^ $ Description of services provided F Director/ officer 17 F Employee F Independent contractor Mandatory distributions a Is the organization required understate law to make charitable distributions from the gaming proceeds to retain the state gaming license? b . . . . . . . . . . . . . . . . . . . . . . . . . . . . r-Yes r-No Enter the amount of distributions required under state law distributed to other exempt organizations or spent in the organization ' s own exempt activities during the tax year $ Supplemental Information . Provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III , lines 9 , 9b, 10b , 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information ( see instructions). Return Reference Schedule G , Part I, Question 2 Schedule G , Part II I Explanation he professional expenditures paid to Jaime L Howard, LLC and Schultz & Williams were fees to consult on the capital campaign strategy for Zoo360 and to conduct the fundraising associated with KidZooU Hamilton Family Children's Zoo and Faris Family Education Center Capital Campaign, respectively he Philadelphia Zoo's annual Global Conservation Gala honors innovators and stewards of the planet, celebrating their remarkable contributions to wildlife and the natural world At the inaugural Gala in 2010, the Zoo helped set a transformative course for a spectacular primate nearly extinct from southeastern Brazil, the golden lion tamarin The award launched a ten-year commitment to the Golden Lion Tamarin Organization to spearhead conservation efforts to strengthen the precarious recovery for this species in peril In 2011, we launched The Year of the Orangutan and created a multi-faceted campaign to inspire and empower local students , Zoo guests and other "orangutan champions " to better understand how their everyday choices truly impact regions of Southeast Asia and the amazing animals that inhabit them In 2012 , we honored conservation warriors committed to saving animals on local, regional and global levels In 2013, we cast a spotlight on issues facing big cats and launched 2014 as the The Year of the Big Cat, and encouraged Zoo visitors onsite and online to become "Big Cat Heroes" working to make significant contributions toward the overarching goal of saving big cats Over the past five years through the Global Conservation Gala, the Philadelphia Zoo has raised more than $1 5 million to support its conservation mission Schedule G (Form 990 or 990-EZ) 2013 l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - Schedule I DLN: 93493336007084 OMB No 1545-0047 Grants and Other Assistance to Organizations, (Form 990) 2013 Governments and Individuals in the United States Complete if the organization answered "Yes," to Form 990, Part IV , line 21 or 22. Department of the Treasury Internal Revenue Service Name of the organization Zoological Society of Philadelphia ^ Attach to Form 990 ^ Information about Schedule I (Form 990) and its instructions is at www.irs.gov /form990 . • Employer identification number 23-1352298 jlj^l 1 2 General Information on Grants and Assistance Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used to award the grants or assistance? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States . . F Yes . 1 No Grants and Other Assistance to Governments and Organizations in the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed. (a) Name and address of organization or government ( b) EIN (c ) IRC Code section if applicable (d) Amount of cash grant 2 Enter total number of section 501(c)(3) and government organizations listed in the line 1 table 3 Enter total number of other organizations listed in the line 1 table . For Paperwork Reduction Act Noticee see the Instructions for Form 990 . (e) Amount of noncash assistance (f) Method of valuation (book, FMV, appraisal, other ) ( g) Description of non-cash assistance (h) Purpose of grant or assistance lik. llk^ Cat No 50055P Schedule I (Form 990) 2013 Schedule I (Form 990) 2013 Pacie 2 Grants and Other Assistance to Individuals in the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 22. Part III can be duplicated if additional space is needed. (a)Type of grant or assistance (b)N umber of recipients (1) College Scholarships for ZooCrew participants (c)A mount of cash grant 7 (d)Amount of non-cash assistance (e)Method of valuation (book, FMV, appraisal, other) (f)Description of non-cash assistance 12,650 Su pp lemental Information . Provide the information re q uired in Part I , line 2 , Part III , column ( b ), and an y other additional information. Return Reference GRANTS & ASSISTANCE Explanation The Philadelphia Zoo awards, contributes, and grants funds to organizations with aligned missions or upon selection for participation in the Albert M Greenfield UNLESS Contest As a condition of grants, the Zoo requires project reports, which detail complete accountability for all funds received, from the organizations that receive its financial support The Albert M Greenfield UNLESS Contest creates awareness that inspires solutions and actions to impact the future of wildlife Over the past three years the Zoo has engaged more than 10,000 schoolchildren from more than 200 schools in the Delaware Valley region as part of this initiative Together with these students, the Zoo has worked to address two key conservation issues - habitat destruction related to palm oil production and the global impact of palm oil During the open application process participating classes provide the Zoo with an initial project proposal Following the application process and over the course of their project, participating classes have the opportunity to visit the Zoo for an onsite class and participate in a virtual class on a conservation topic Directly in line with common core standards, participating students will have the opportunity to think critically about a real-world issue that is impacting a number of wild animals Final project reports are reviewed by a panel of independent judges who choose the awardees The student-made advocacy programs from years prior have enabled participants to between 2 to 4 million people with their campaigns each year The Zoo, in partnership with area colleges and Universities as well as the Albert M Greenfield Foundation, awards scholarships to individuals as part of our Zoo Champions for Restoring Endangered Wildlife (Zoo CREW) program Since 1996, the Philadelphia Zoo has hosted over 270 students in its intensive award-winning youth program Our participants are 14-18 years old and come principally from low-income families They spend three years at the Zoo, which has proven to be a wonderful platform for educational success, boasting a 100% high school graduation rate and a 96% college matriculation rate over the past seventeen years This success was the springboard for the 2011 launch of Zoo CREW The selection process for admittance into the Zoo CREW program includes an application and interview process with students providing report cards, letters of recommendation, and proof of financial eligibility Through this program the Zoo demonstrates its commitment to fostering the next generation of wildlife and environmental stewards among deserving urban youth The program creates the opportunity for meaningful community service, builds civic and environmental responsibility, and overall strengthens connections among the underserved communities Through a consecutive three-year ladder program, students are provided a platform to become conservation leaders Based on the values and goals of Zoo CREW, Philadelphia Zoo attached a scholarship to this program in 2013, through which we further invest in graduates With the Albert M Greenfield Zoo CREW Scholarship, the students are given the chance to make their aspirations a reality Each year, the students will qualify for their scholarship by meeting annual performance goals and objectives, which align directly with our commitment to environment, service learning and community Upon graduation from the program, each student will be awarded up to $5,000 towards their Zoo CREW scholarship Following completion of this program, the Zoo follows up annually with matriculated students to reunite the group and check in on their progress Schedule I (Form 990) 2013 l efile GRAPHIC p rint - DO NOT PROCESS Department of the Treasury Internal Revenue Service DLN: 93493336007084 Compensation Information Schedule J (Form 990) As Filed Data - OMB No 1545-0047 For certain Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1- Complete if the organization answered "Yes" to Form 990, Part IV, line 23. 1- Attach to Form 990. 1- See separate instructions. 1- Information about Schedule J (Form 990) and its instructions is at www. irs.gov /form990 . Name of the organization Zoological Society of Philadelphia 2013 ' Employer identification number 23-1352298 MYRTE Q uestions Re g ardin g Com p ensation Yes la b 2 3 No Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form 990, Part VII , Section A, line la Complete Part III to provide any relevant information regarding these items 1 First-class or charter travel 1 Housing allowance or residence for personal use 1 Travel for companions 1 Payments for business use of personal residence 1 Tax idemnification and gross-up payments 1 Health or social club dues or initiation fees 1 Discretionary spending account 1 Personal services ( e g , maid, chauffeur, chef) If any of the boxes in line la are checked , did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No ," complete Part III to explain lb Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all directors , trustees , officers, including the CEO/ Executive Director, regarding the items checked in line la? 2 Indicate which, if any, of the following the filing organization used to establish the compensation of the organization 's CEO /Executive Director Check all that apply Do not check any boxes for methods used by a related organization to establish compensation of the CEO / Executive Director, but explain in Part III 4 F Compensation committee 1 1 Independent compensation consultant F Written employment contract Compensation survey or study F Form 990 of other organizations F Approval by the board or compensation committee During the year, did any person listed in Form 990, Part VII, Section A, line la with respect to the filing organization or a related organization a Receive a severance payment or change-of-control payment? 4a No b Participate in, or receive payment from, a supplemental nonqualified retirement plan? 4b No c Participate in, or receive payment from, an equity-based compensation arrangement? 4c No If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III Only 501 ( c)(3) and 501 ( c)(4) organizations only must complete lines 5-9. 5 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue any compensation contingent on the revenues of a The organization? 5a No b Any related organization? 5b No If "Yes," to line 5a or 5b, describe in Part III 6 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue any compensation contingent on the net earnings of a The organization? 6a No b Any related organization? 6b No If "Yes," to line 6a or 6b, describe in Part III 7 For persons listed in Form 990, Part VII, Section A, line la, did the organization provide any non-fixed payments not described in lines 5 and 6? If "Yes," describe in Part III 7 No 8 Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was subject to the initial contract exception described in Regulations section 53 4958-4(a)(3)? If "Yes," describe in Part III 8 No If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53 4958-6(c)? 9 9 For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50053T Schedule 3 (Form 990) 2013 Schedule J (Form 990) 2013 Page 2 Officers , Directors , Trustees , Key Employees , and Highest Compensated Employees . Use duplicate copies if additional space is needed. For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the instructions, on row (ii) Do not list any individuals that are not listed on Form 990, Part VII Note . The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line la, applicable column (D) and (E) amounts for that individual (A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (ii) Bonus & (iii) Other (i) Base incentive compensation compensation (C) Retirement and other deferred reportable compensation (D) Nontaxable benefits (E) Total of columns (B)(i)-(D) compensation (F) Compensation reported as deferred in prior Form 990 (1)Vikram H Dewan President & CEO (i) (ii) 304,180 0 0 0 0 0 11,596 0 27,615 0 343,391 0 0 0 (2)Joseph T Steuer Treasurer & CFO (i) (ii) 201,138 0 0 0 0 0 10,302 0 14,218 0 225,658 0 0 0 (3)Amy Shearer Chief Marketing Officer (i) (ii) 201,513 0 0 0 0 0 10,405 0 16,349 0 228,267 0 0 0 0) (ii) 188,667 0 0 0 0 0 9,577 0 17,876 0 216,120 0 0 0 (5)Greg Goldman VP, Development (i) (ii) 142,669 0 0 0 0 0 7,580 0 23,614 0 173,863 0 0 0 (6)Kenneth L Woodson VP, Government & Comm Affairs (i) 135,340 (ii) 0 0 0 0 0 6 , 984 0 14 , 691 0 157 , 015 0 0 0 (4)Andre Baker ChiefOpera rating Officer Schedule 3 (Form 990) 2013 Schedule J (Form 990) 2013 Page 3 Supplemental Information Provide the information, explanation, or descriptions required for Part I, lines la, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II Also complete this part for any additional information Return Reference I Explanation Schedule 3 (Form 990) 2013 l efile GRAPHIC print - DO NOT PROCESS Schedule K As Filed Data - DLN: 93493336007084 OMB No 1545-0047 Supplemental Information on Tax Exempt Bonds (Form 990) 1- Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions, explanations, and any additional information in Part VI. 1- Attach to Form 990. 1- See separate instructions. Department of the Treasury Internal Revenue Service Name of the organization Zoological Society of Philadelphia 2013 1-Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990 . Employer identification number 23-1352298 Bond Issues (a) Issuer name ( b) Issuer EIN (c) CUSIP # ( d) Date issued ( e) Issue price (f) Description of purpose Yes A Borough of Langhorne Manor Higher Ed & Health Auth •m.ii 23-2581246 08-10-2012 7,750,000 (h) On behalf of issuer (g) Defeased No Construction of Parking Garage Yes X No (i) Pool financing Yes X No X Proceeds A B 1 A mount of bonds retired 0 2 Amount of bonds legally defeased 0 3 Total proceeds of issue 4 Gross proceeds in reserve funds 0 C D 7,750,000 5 Capitalized interest from proceeds 0 6 Proceeds in refunding escrows 0 7 Issuance costs from proceeds 120,350 8 Credit enhancement from proceeds 0 9 Working capital expenditures from proceeds 0 10 Capital expenditures from proceeds 11 Other spent proceeds 0 12 Other unspent proceeds 0 13 Year of substantial completion 14 Were the bonds issued as part of a current refunding issue? X 15 Were the bonds issued as part of an advance refunding issue? X 16 Has the final allocation of proceeds been made? X 17 Does the organization maintain adequate books and records to support the final allocation of proceeds? X f iii 7,750,000 2013 Yes No Yes No Yes No Yes No Yes No Yes No Private Business Use A Yes 1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? 2 Are there any lease arrangements that may result in private business use of bondfinanced property? For Paperwork Reduction Act Notice, see the Instructions for Form 990. B No X Yes C D No X Cat No 50193E Schedule K ( Form 990) 2013 Schedule K (Form 990) 2013 Pa g e 2 Private Business Use (Continued) A 3a b Are there any management or service contracts that may result in private business use of bond-financed property? If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? c Are there any research agreements that may result in private business use of bondfinanced property? d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? 4 Yes X B No D No Yes No 0 % Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government 0- 6 Total of lines 4 and 5 7 Does the bond issue meet the private security or payment test? ga Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued? If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of X X If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1 141-12 and 1 145-27 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1 141-12 and 1 145-2? g Yes X 5 c C No X Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government 0- b Yes X X Arbitrage A Yes 1 Has the issuerfiled Form 8038-T? 2 If "No" to line 1, did the following apply? B No Rebate not due yet? X b Exception to rebate? X c No rebate due? X If you checked No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed Is the bond issue a variable rate issue? X 4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue? b Name of provider c Term of hedge d Was the hedge superintegrated? e Was the hedge terminated? C No Yes D No Yes No X a 3 Yes X 0 Schedule K (Form 990) 2013 Schedule K (Form 990) 2013 Page 3 Arbitrage (Continued) A B Yes 5a 6 7 No X Were gross proceeds invested in a guaranteed investment contract (GIC)7 b Name of provider c Term of GIC d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? Were any gross proceeds invested beyond an available temporary period? Has the organization established written procedures to monitor the requirements of section 148? C Yes No D Yes No Yes No 0 X X Procedures To Undertake Corrective Action A I Yes D I No I Yes I No I Yes I No I Yes I No Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under arDlicable regulations? Supplemental Information . Provide additional information for responses to questions on Schedule K (see instructions). I Return Reference Schedule K I Explanation The Philadelphia Zoo's $7 75 million tax-exempt bond was part of the funding mix for the Centennial District Transportation Center The funding for the $24 million project was provided by the tax-exempt bond and a mix of federal, state, and city of Philadelphia investments It was the Zoo's largest construction project to date It opened to the public on April 5, 2013 featuring a four-story, 683-space parking garage, as well as significant functional and aesthetic improvements to traffic flow and pedestrian right-of-way The garage is located on the site of a former surface parking lot, one block from the Zoo's main entrance This project benefits visitors, neighboring cultural attractions, and the Centennial and Parkside communities by making the areas near the Zoo safer for pedestrians and vehicles The project includes lighting, streetscape and sustainable landscaping, upgrades to traffic signals, better signage to improve traffic flow, improved access to parking lots, and enhanced pedestrian safety Mass transit improvements include signaled crosswalks and bus pull-offs at existing stops Schedule K (Form 990) 2013 l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493336007084 (Form 990 or 990-EZ ) 0- Complete if the organization answered "Yes" on Form 990, Part IV , lines 25a , 25b, 26, 27, 28a , 28b, or 28c, or Form 990-EZ, Part V, line 38a or 40b. 0- Attach to Form 990 or Form 990-EZ. 0- See separate instructions . 1-Information about Schedule L (Form 990 or 990 - EZ) and its instructions is at www.irs . gov/form990 . Department of the Treasury Internal Revenue Service Open Insp e ction 23-1352298 Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only). Cmmnlata iftha nrnanvatinn ancwarad "Yac" nn Fnrm 99O 1 2O13 Employer identification number Name of the organization Zoological Society of Philadelphia L^l OMB No 1545-0047 Transactions with Interested Persons Schedule L (a) Name of disqualified person Part TV lino 75a nr 75h (b) Relationship between disqualified person and organization nr Fnrm 990-F7 Part V lino 40h (c) Description of transaction (d) Corrected? Yes 2 Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958 . . . . . . . . . . . . . . . . . . . . . . . . . . . ^ $ 3 Enter the amount of tax, if any, on line 2, above, reimbursed by the organization . ^ No $ Loans to and / or From Interested Persons. Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26, or if the (a) Name of interested person (b) Relationship with organization (c) (d) Loan to Purpose of or from the loan organization? To Total ^ (e)Original principal amount ( f)Balance due I From (g) In default? Yes I (h) A pproved by board or committee? No Yes F No (i)Written agreement? Yes I No $ Grants or Assistance Benefitting Interested Persons. Complete if the organization answered "Yes" on Form 990, Part IV, line 27. (a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of assistance For Paperwork Reduction Act Noticee see the Instructions for Form 990 or 990 -EZ. (d) Type of assistance Cat No 50056A (e) Purpose of assistance Schedule L (Form 990 or 990 - EZ) 2013 Schedule L (Form 990 or 990-EZ) 2013 Page 2 Business Transactions Involving Interested Persons. Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c. (a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of transaction (d) Description of transaction (e) Sharing of organization's revenues? Yes (1) Christopher Cashman Officer of IBX 2,041,071 Health Insurance Coverage No No Supplemental Information Return Reference Christopher Cashman I Explanation Christopher Cashman, a director of the Philadelphia Zoo, is President Commercial Markets at Independence Blue Cross (IBX) IBX provides health insurance coverage to the employees of the Philadelphia Zoo IBX is the primary health care benefit provider in the Delaware Valley The Philadelphia Zoo's employee benefit broker is responsible for reviewing coverage, rates and competitive alternatives The amount of revenue related to this relationship is negligible to IBX The nature of Mr Cashman's position at IBX is such that he is removed from direct business contact with the Philadelphia Zoo In addition, Independence Blue Cross is a sponsor of the Philadelphia Zoo The fee paid by IBX for this sponsorship is at the market rate for similar agreements and is consistent with other comparable Philadelphia Zoo sponsorship agreements These agreements are subject to review by the Chief Marketing Officer, Chief Financial Officer and Chief Executive Officer Schedule L (Form 990 or 990-EZ) 2013 l efile GRAPHIC p rint - DO NOT PROCESS SCHEDULEM (Form 990) As Filed Data - DLN: 93493336007084 OMB No 1545-0047 Noncash Contributions 2013 Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30. Department of the Treasury ■ Attach to Form 990. about Schedule M (Form 990) and its instructions is at www.irs.gov /form990 . Internal Revenue Service Name of the organization Ope n t o Pu b lic Inspection I Employer identification number Zoological Society of Philadelphia 23-1352298 Tvoes of Prooertv (a) (b) Check Number of contributions if or items contributed applicable 1 Art-Works of art 2 Art-Historical treasures . . . 3 Art-Fractional interests 4 Books and publications 5 Clothing and household goods . . . . . Cars and other vehicles 6 . . . . Boats and planes 8 Intellectual property 9 Securities-Publicly traded . . . . . . . 10 Securities-Closely held stock 11 Securities-Partnership, LLC, or trust interests Securities-Miscellaneous 13 15 Qualified conservation contribution-Historic structures Qualified conservation . contribution-O ther . Real estate-Residential 16 Real estate-Commercial 14 17 Real estate-Other 18 Collectibles . . . . . . . . 19 Food inventory Drugs and medical supplies 21 Taxidermy 22 Historical artifacts 23 Scientific specimens 24 Archeological artifacts . . . 20 . . (d) Method of determining noncash contribution amounts . 7 12 (c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g . . . . . . . . . . . . . . 25 Other P- ( Water ) X 1 1,678,680 FMV OF DON PROP 26 Other P- ( Media ) X 1 120,952 FMV OF DON PROP 27 Other P- ( Multi Bldg Upgrade X 1 517,649 FMV OF DON PROP 28 Other P- ( 29 Number of Forms 8283 received by the organization during the tax year for contributions for which the organization completed Form 8283, Part IV, Donee Acknowledgement . 29 Yes 30a No During the year, did the organization receive by contribution any property reported in Part I, lines 1 through 28, that it must hold for at least three years from the date of the initial contribution, and which is not required to be used for exempt purposes for the entire holding period? 30a No b If "Yes," describe the arrangement in Part II 31 Does the organization have a gift acceptance policy that requires the review of any non-standard contributions? 31 32a Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash contributions? . . . . . . . . . . . . . . . . . . . . . . . . 32a Yes No b If "Yes," describe in Part II 33 If the organization did not report an amount in column (c) for a type of property for which column (a) is checked, describe in Part II For Paperwork Reduction Act Noticee see the Instructions for Form 990 . Cat No 51227 ] Schedule M (Form 990 ) ( 2013) Page 2 Schedule M (Form 990 ) (2013) Supplemental Information . Provide the information required by Part I, lines 30b, 32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information. Return Reference Explanation Schedule M (Form 990) (2013) efile GRAPHIC p rint - DO NOT PROCESS SCHEDULE 0 (Form 990 or 990-EZ) As Filed Data - DLN: 93493336007084 OMB No 1545 0047 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 . 1- Attach to Form 990 or 990-EZ. 1- Information about Schedule 0 (Form 990 or 990-EZ) and its instructions is at Department of the Treasury Internal Revenue Service 2013 Open Inspection www.irs. g ov/form990. Name of the organization Zoological Society of Philadelphia Employer identification number 23-1352298 Return Reference FORM 990, PART VI, SECTION B, LINE 11 Explanation REVIEW OF FORM 990 The Form 990 was prepared by a national accounting firm with the assistance of management An initial and detailed review of the completed Form 990 is performed by the organization's Chief Financial Officer and Chief Executive Officer prior to filing Following their review, the Form 990 is presented to and reviewed in detail by the Audit and Compliance Committee at a special committee meeting Additionally, the tax partner from the accounting firm that prepares the Form 990 attends such meeting Subsequent to the Committee's review, a complete copy of the Form 990 is provided electronically to each member of the Board of Directors Each Board member has ample time and opportunity to raise questions about any item in the Form 990 prior to its filing Return Reference FORM 990 , PART VI, SECTION B, LINE 12 Explanation CONFLICT OF INTEREST POLICY The Philadelphia Zoo maintains written conflict of interest policies for directors and employees Each year, all directors , officers and employees in management positions are required to complete a conflict of interest declaration All conflicts involving a director are reviewed by the Nominating and Governance Committee of the Board, additionally , such conflicts are disclosed to the entire Board Any board member with a conflict of interest is required to recuse hirNherself from any discussion , negotiation, deliberation or decision making involving the transaction causing the conflict All interests involving an employee are reviewed by the Director of Human Resources, the Chief Financial Officer and the Chief Executive Officer Any interests that create a conflict are reported to the Audit and Compliance Committee by the Chief Executive Officer Return Reference FORM 990 , PART VI, SECTION B, LINE 15 Explanation EXECUTIVE COMPENSATION REVIEW The Chief Executive Officer's performance is reviewed annually by the Executive Committee of the Board of Directors The Executive Committee is charged with the responsibilities of a Compensation Committee In conjunction with this performance appraisal , the CEO's compensation is reviewed and established by the Committee with final approval by the Board This compensation review includes use of comparability data (for both peer organizations and local market benchmarking ), salary surveys and other relevant and independent data Contemporaneous substantiation of the Executive Committee's reviews and decisions is maintained As for the approximate 12 individuals that comprise the Senior Leadership Team, the Chief Executive Officer presents to the Executive Committee for discussion their performance reviews , as well as his compensation recommendations and related peer organization and local market salary benchmarking The compensation and benefits of the CEO's direct reports are also approved, prior to implementation, by the Executive Committee Return Reference FORM 990 , PART VI, SECTION C, LINE 19 Explanation GOVERNING DOCUMENTS The Philadelphia Zoo will provide copies of its governing documents, conflict of interest policy, audited financial statements and Form 990 to the public upon request The organization also allows the public the opportunity to inspect these documents at the organization's office upon request Alternatively, the organization posts its Form 990 and audited financial statements on its website Return Reference FORM 990, PART XI, Line 9 Explanation RECONCILIATION OF NET ASSETS CHANGES IN BENEFIT OBLIGATIONS $ 1,520,461 Return Reference Explanation SUPPLEMENTAL INFORMATION F William McNabb , a director of the Philadelphia Zoo, is Chairman, President and Chief Executive Officer of The Vanguard Group , Inc The Philadelphia Zoo has engaged Vanguard to manage and administer its defined benefit and defined contribution plans These relationships were in place prior to Mr McNabb joining the Philadelphia Zoo Board of Directors The selection of Vanguard was made by the Investment Committee of the Board of Directors following the consideration of multiple financial organizations and a thorough review of their proposals The Vanguard relationship is subject to a review by the Investment Committee every three years The amount of Philadelphia Zoo assets managed by Vanguard is approximately $ 15 million , the total value of all assets managed by Vanguard exceeds $1 8 trillion Since the fees paid to Vanguard of $35, 000 are under the threshold for reporting on Schedule L we have not disclosed this transaction on that schedule However , management and the directors of the Zoo feel that it is important to be transparent to the public so we are disclosing this transaction in Schedule 0 Mr McNabb recused himself from any Board or Investment Committee discussions or decisions directly or indirectly involving Vanguard transactions Additionally , Mr McNabb does not earn any benefit in his role as officer of Vanguard for the fees paid by the Zoo l efile GRAPHIC p rint - DO NOT PROCESS Form 4562 As Filed Data - DLN: 93493336007084 Depreciation and Amortization OMB No 1545-0172 ( Including Information on Listed Property) 2013 Department of the Treasury Internal Revenue Service (99) ^ See separate instructions . Attachment Sequence No 179 ^ Attach to your tax return . Business or activity to which this form relates GENERAL DEPRECIATION Name ( s) shown on return Zoological Society of Philadelphia Identifying number 23-1352298 Election To Expense Certain Property Under Section 179 f te : If you have any listed property, complete Part V before you complete Part I. 1 Maximum amount ( see instructions ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 4,562 . . . 3 2,000,000 . . . 4 . . 5 2 Total cost of section 179 property placed in service ( see instructions ) 3 Threshold cost of section 179 property before reduction in limitation ( see instructions ) 4 Reduction in limitation Subtract line 3 from line 2 If zero or less, enter - 0- 5 Dollar limitation for tax year Subtract line 4 from line 1 If zero or less, enter - 0- If married filing separately, see instructions 6 . . . . . . . . . . . . . . . . . . . . . . . (b) Cost (business use only) (a) Description of property I 1 500,000 500,000 (c) Elected cost 4.562 7 Listed property Enter the amount from line 29 7 8 Total elected cost of section 179 property Add amounts in column (c), lines 6 and 7 9 Tentative deduction Enter the smaller of line 5 or line 8 . . . . . . . . . . 8 4,562 . . . . . . . . 9 4,562 . . . . . . . . 10 10 Carryover of disallowed deduction from line 13 of your 2012 Form 4562 11 Business income limitation Enter the smaller of business income (not less than zero) or line 5 (see . . . . . . . . . . . . . . . . . . . . . . . . . . . . instructions) 12 . Section 179 expense deduction Add lines 9 and 10, but do not enter more than line 11 13 Carryover of disallowed deduction to 2014 Add lines 9 and 10, less line 12 .^ 11 12 13 Note : Do not use Part II or Part III below for listed p rop erty . Instead, use Part V. Special Depreciation Allowance and Other Depreciation ( Do not include listed pr( 14 4,562 rty ) (See instructions ' Special depreciation allowance for qualified property (other than listed property) placed in service during the tax year (see instructions) • • • • • 15 Property subject to section 168(f)(1) election 16 Other depreciation (including ACRS) • • • • • • • • • • • • • • • • • • • • • • • • • • • • MACRS Depreciation ( Do not include listed property.) (See instructions.) Section A 17 MACRS deductions for assets placed in service in tax years beginning before 2013 . 18 If you are electing to group any assets placed in service during the tax year into one or more general asset accounts , check here . . . . . . . . . . . Section B-Assets Placed in Service Durin (a) Classification of property (b) Month and year placed in service . . . . . . . . . 20 13 Tax Year Usin (c) Basis for depreciation (business/investment use only-see instructions) (d) Recovery period . . . . . . 17 I F the General De p reciation S y stem (e) Convention (g)Depreciation deduction (f) Method 19a 3-year property b 5-year property c 7-year property d 10-year property e 15-year property f 20-year property g 25-year property 25 yrs hResidential rental property 27 5 yrs MM S/L S/L 27 5 yrs MM S/L i Nonresidential real property 39 yrs MM S/L MM S/L Section C-Assets Placed in Service During 2013 Tax Year Using the Alternative Depreciation System 20a Class life S/L b 12-year 12 yrs c40-year 40 yrs IT I1I S/L MM S/L Summar y ( see instructions. ) 21 Listed property Enter amount from line 28 • • • • • • • • • • • • • • • • • • • • • 21 • 22 22 Total . Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21 Enter here and on the appropriate lines of your return Partnerships and S corporations-see instructions • 23 For assets shown above and placed in service during the current year, enter the portion of the basis attributable to section 263A costs For Paperwork Reduction Act Notice, see separate instructions . Cat No 12906N 13,168 23 Form 4562 (2013) Form 4562 (2013) Page 2 Listed Property ( Include automobiles , certain other vehicles, certain computers, and property used for entertainment, recreation , or amusement.) Note : For any vehicle for which you are using the standard mileage rate or deducting lease expense, complete only 24a , 24b, columns (a) through (c) of Section A, all of Section B, and Section C if applicable. Section A - De p reciation and Other Information ( Caution : See the instructions for limits for p assen g er automobiles. ) 24a Do you have evidence to support the business / investment use claimed? fl Yes FN. (a) Type of property (list vehicles first) (b) Date placed in service Business/ investment use percentage (d) Cost or other basis 24b If 'Yes ," is the evidence written? r-Yes I' No Basis for depreciation (business/investment use only) (g) Method/ Convention (f) Recovery period 25Special depreciation allowance for qualified listed property placed in service during the tax year and used more than 50% in a qualified business use (see instructions) (h) Depreciation/ deduction Elected section 179 cost 25 26 Property used more than 50% in a qualified business use 27 Prooerty used 50% or less in a auallfled business use S/LS/LS/ L - 28 Add amounts in column ( h), lines 25 through 27 Enter here and on line 21 , page 1 28 29 Add amounts in column ( I), line 26 Enter here and on line 7, page 1 29 Section B-Information on Use of Vehicles Complete this section for vehicles used by a sole proprietor, partner, or other more than 5% owner," or related person Tf vnu nrnvuderl vehicles to vnur PmnlnvPPs_ first answer the niiestinns in Section C to SPP if you meet an Pxcention to comnlefinn this section for those vehicles 30Total business/investment miles driven during the year ( d o no t inc l u d e commu t ing mi l es) ( a) Vehicle 1 (b) Vehicle 2 (c) Vehicle 3 (d ) Vehicle 4 ( e) Vehicle 5 Yes Yes (f) Vehicle 6 31 Total commuting miles driven during the year 32 Total other persona I(noncommuting) miles driven 33 Total miles driven during the year Add lines 30 through 32 . 34 Was the vehicle available for personal use during off-duty hours? Yes No Yes No Yes No No No Yes No . 35 Was the vehicle used primarily by a more than 5% owner or related person? . 36Is another vehicle available for personal use? Section C-Questions for Employers Who Provide Vehicles for Use by Their Employees Answer these questions to determine if you meet an exception to completing Section B for vehicles used by employees who are not more than 5% owners or related p ersons ( see instructions ) 37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by your employees? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No 38 Do you maintain a written policy statement that prohibits personal use of vehicles, except commuting, by your employees? See the instructions for vehicles used by corporate officers, directors, or 1% or more owners 39 Do you treat all use of vehicles by employees as personal use? . . . . . . . . . . . . . . . . . . 40 Do you provide more than five vehicles to your employees, obtain information from your employees about the use of vehicles, and retain the information received? . . . . . . . . . . . . . . . . . . . . . . . 41 Do you meet the requirements concerning qualified automobile demonstration use? (See instructions ) . . . . . Note : If your answer to 37, 38, 39, 40, or 41 is "Yes," do not complete Section B for the covered vehicles Amortization (a) Description of costs Date amortization begins Amortzable amount A morteizatlon period or percentage Code section Amortization for this year 42 Amortization of costs that begins during your 2013 tax year ( see instructions) 43 Amortization of costs that began before your 2013 tax year . . . . 44 Total . Add amounts in column (f) See the instructions for where to report . . . . . . . . 43 54 . . . . . . . 44 54 Form 4562(2013)