Q MAY 1. Paid Preparer Use Only LFirm's name. Sign Here

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1 Form 990 Return of Organization Exem pt From Income Tax Under section 501(c ), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) OMBNo Do not enter Social Security numbers on this form as it may be made public. ' ' Department of the Treasury Internal Revenue Service ' Information about Form 990 and its instructions is at www. irs. gov/for7n990. ' A For the 2013 calendar year, or tax ear beg innin g 01/ and endin g 1 2/31, B Check if applicable C Name of organization BRANDYWINE CONSERVANCY & MUSEUM OF ART D Employer identification number q Address change Doing Business As Name change Number and street (or P 0 box if mail is not delivered to street address) Room/suite E Telephone number q Initial return PO Box q Terminated City or town, state or province, country, and ZIP or foreign postal code q Amended return Chadds Ford, PA G Gross receipts $ 41,449,232 q Application pending F Name and address of principal officer Virginia Logan H (a)istlusagroup return Yes 2 No 1 Hoffmans Mill Road, Chadds Ford, PA H(b) Are all subordinates included? El Yes q No I Tax-exem p t status q 501 (c)(3 ) q 501 (c) ) 4 (insert no) q 4947 (a)( 1 ) or q 527 If "No," attach a list (see instructions) J Website : H(c) Group exemption number K Form of organization q Corporation q Trust q Association q Other L Year of formation 1967 M State of legal domicile. DE 0 ILL z U c 1 Briefly describe the organization's mission or most significant activities: - See Schedule O, Statement d Check this box if the organization discontinued its oderatlons or dlsoosed of more than 25% of its net assets. 3 Number of voting members of the governing body (Part VI, line 1a) ' 4 Number of independent voting members of the governing body (Part VI, line 1 b) Total number of individuals employed in calendar year 2013 (Part V, line 2a ) Total number of volunteers (estimate if necessary r^ a 7a Total unrelated business revenue from Part VldII, colum G)fhne^ a 0 b Net unrelated business taxable income from Form""990=T-11ne34--7 C) 7b 0 Prior Year Current Year Q MAY 1 I 0 es 8 Contributions and grants (Part VIII, line 1h) < v. 4,353, 837 4, 316,137 C 9 Program service revenue (Part VIII, line 2g) ) _j 6^ 959, , Investment income (Part VIII, column (A), line 3, 4, GEN, UT 2,080, 412 2, 689, Other revenue (Part VIII, column (A), lines 5, 60, ac,9ct0c, an d.. -91, , Total revenue-add lines 8 through 11 (must equal Part VIII, column (A), line 12) 7,302,105 8,062, Grants and similar amounts paid (Part IX, column (A), lines 1-3) Benefits paid to or for members (Part IX, column (A), line 4) Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 6,023, 325 6,231,088 r 16a Professional fundraising fees (Part IX, column (A), line 11e) a b Total fundraising expenses (Part IX, column (D), line 25) 654, Other expenses (Part IX, column (A), lines 11a-11d, 11f-24e) ,161, 439 4, 430, Total expenses. Add lines (must equal Part IX, column (A), line 25) 10,184,764 10, 661, Revenue less expenses. Subtract line 18 from line 12-2,882, 659-2,599,187 o u Beginning of Current Year End of Year d 20 Total assets (Part X, line 16 ) ,159, , 200,469 am 21 Total liabilities (Part X, line 26) ,096,234 7,349,563 zll 22 Net assets or fund balances. Subtract line 21 from line ,063, ,850,906 U Signature Block Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete 4eclnration of preparer (other than officer) is based on all information of which preparer has any knowledge Sign Here Paid Preparer Use Only LFirm's name rnnv, ync p pa, ci a rim nc ^No, ^, ^,y o Firm's address May the IRS discuss this return with the preparer shown above? For Paperwork Reduction Act Notice, see the separate instructions.

2 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.. q 1 Briefly describe the organization's mission: The Brandywine Conservancy & Museum of Art is committed to the belief that preservation and wise use of natural and cultural resources rovide health education beauty and increased qualrtx of life for mdrviduals and - communities-.-t - he Brandywine assures presentand future generations of open space, dependable water supplies, historical sites and important works of American art (Continued on Schedule , Statement ) Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-EZ? q Yes 21 No If "Yes," describe these new services on Schedule O. 3 Did the organization cease conducting, or make significant changes in how it conducts, any program services? q Yes 2 No If "Yes," describe these changes on Schedule 0 4 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. 4a (Code- ) (Expenses $ ,779,918_ including grants of $ o ) (Revenue $ 661,489 ) The Brandywine River Museum of Art activities, programs and facilities prowde preservation of and public access to s^mficant artistic and historic objects Since 1971, the museum has developed an importantcollection of American art wrthparticular emphasis on the art of the _ Brandywine Valley (as described - elsewhere in this return) and organized and presented to the public hundreds of exhibitions, many of which have been accompanied by umyue scholarly publications devoted to_ enlaraino the history of American art Through diverse education prourams_ desiened for student _ children and adults,- the-museum provides an understanding and appreciation of the history and importance of the objects m its collections and special exhibitions. More than 5,million people have visited the museum including visitors from throughout the_united States and ma y_other countries who are aware of the Brandywine River Museum of Art's dedication to particular aspects of American art including regional art, illustration, _still life _ paintin,g, and tradrtions_m landscape, painting b (Code ) (Expenses $ 2,324,974 including grants of $ o ) (Revenue $ 294,494 ) The Brandywine Conservancy works forpreservauon and wise management of natural historic and scenic resources of the _Brangyyyine Valley and surroundingareas with particular and strong emphasis on the preservation of water supplies and a nculture Throug h this p ro - ram the Conservanc x ac e wires conservation easements ono P ens p aces and often on historic lands and, as of this filing : has more than 400 easements which are regularly monitored to assure landowner ' s compliance with the restrictions in each easement _The pro ram also rovides assistance to mu I al overnments in the re ion on environmental Rg p P issues such as stormwater management, ordinances of various types affecting land and water resources, and land useplanning The Conservanc^r owns more than 2,300 acres of land which it carefully manages to help preserve water resources and to serve as models of_ hicjh standards m the - stewards hi p_ of natural and agricultural lands c (Code: (Expenses ) $ including grants of $ ) (Revenue $ ) d Other program services (Describe in Schedule 0.) (Expenses $ o including grants of $ o ) (Revenue $ 0 4e Total program service expenses 6,104,892 Form 990 (2013)

3 Form 990 (2013) Page 3 FUMM Checklist of Required Schedules Yes No 1 Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? 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 I 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 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, 3 Part 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/ 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 11 7,/ 8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part 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 g 3 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 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 Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes," complete Schedule D, Part VI a 3 b 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 Vll b 3 c 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 Vlll c 3 d 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 d 3 e Did the organization report an amount for other liabilities in Part X, line 25? If "Yes, " complete Schedule D, Part X lie 3 f 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. 11f 3 12a Did the organization obtain separate, independent audited financial statements for the tax year" If "Yes," complete 3 Schedule D, Parts XI and X a b Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if 3 the organization answered "No" to line 12a, then completing Schedule D, Parts XI and X11 is optional b 13 Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E a Did the organization maintain an office, employees, or agents outside of the United States?... 14a 3 b 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 valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV b 3 15 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 l/ and IV 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 111 and IV 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, Part I (see instructions) Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1 c and 8a" If "Yes," complete Schedule G, Part 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 a Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H a 3 b If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return? 20b Form V9U (2013)

4 Form 990 (2013) Page 4 Checklist of Required Schedules (continued) Yes No 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 1, Parts l and Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on Part IX, column (A), line 2? If "Yes," complete Schedule 1, Parts l and 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 a 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 a 3 b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception'?.. 24b 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? c d Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?.. 24d 25a 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 a 3 b 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 b 3 26 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 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 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 28a 3 b A family member of a current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV b 3 c An 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 3 29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions'? If "Yes," complete Schedule M Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, Part l Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections and ? If "Yes," complete Schedule R, Part I Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part /l, l/l, or IV, and Part V, line a Did the organization have a controlled entity within the meaning of section 512(b)(13)? a 3 b 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 b 36 Section 501(c)( 3) organizations. Did the organization make any transfers to an exempt non-charitable 3 related organization? If " Yes, " complete Schedule R, Part V, line 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 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 11 b and 19? Note. All Form 990 filers are required to complete Schedule Form 990 (2013)

5 Form 990 (2013) Page 5 9XIMM Statements Regarding Other IRS Filings and Tax Compliance Check if Schedule 0 contains a response or note to any line in this Part V. q Yes No la Enter the number reported in Box 3 of Form Enter -0- if not applicable.... la 130 b Enter the number of Forms W-2G included in line 1a. 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? c 3 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 2a 164 b If at least one is reported on line 2a, did the organization file all required federal employment tax returns?. 2b 3 Note. If the sum of lines 1 a and 2a is greater than 250, you may be required to a-file (see instructions).. 3a Did the organization have unrelated business gross income of $1,000 or more during the year?.... 3a 3 b If "Yes," has it filed a Form 990-T for this year? If "No" to line 3b, provide an explanation in Schedule 0.. 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)? a 3 b If "Yes," enter the name of the foreign country: _ See instructions for filing requirements for Form TD F , 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?. 5a 3 b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? 5b 3 c If "Yes" to line 5a or 5b, did the organization file Form 8886-T? c 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'?. 6a 3 b If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? b 3 7 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? a I b If "Yes," did the organization notify the donor of the value of the goods or services provided? b 3 c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? c 3 d If "Yes," indicate the number of Forms 8282 filed during the year d e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? 7e 3 f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?. 7f 3 g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? 7g 3 h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? 7h 3 8 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? Sponsoring organizations maintaining donor advised funds. _j a Did the organization make any taxable distributions under section 4966? a b Did the organization make a distribution to a donor, donor advisor, or related person?.... 9b 10 Section 501(c )(7) organizations. Enter: a Initiation fees and capital contributions included on Part VIII, line a b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities. 10b 11 Section 501(c )( 12) organizations. Entera Gross income from members or shareholders a b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) b 12a Section 4947( a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041? 12a b If "Yes," enter the amount of tax-exempt interest received or accrued during the year. 12b 13 Section 501 (c)(29) qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state? a Note. See the instructions for additional information the organization must report on Schedule O. 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 c Enter the amount of reserves on hand c 14a Did the organization receive any payments for indoor tanning services during the tax year? a 3 b If "Yes," has it filed a Form 720 to report these payments? If "No, " provide an explanation in Schedule 0. 44b J Form 990 (2013)

6 Form 990 (2013) Page 6 LEM Governance, Martagement, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to line 8a, 8b, or 10b 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. q Section A. Governing Body and Management Yes No la Enter the number of voting members of the governing body at the end of the tax year. la 26 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 1a, above, who are independent 1b 26 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? 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? Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? Did the organization become aware during the year of a significant diversion of the organization' s assets? Did the organization have members or stockholders? a 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? a 3 b Are any governance decisions of the organization reserved to (or subject to approval by) members, 3 stockholders, or persons other than the governing body b 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following. a The governing body? a 3 b Each committee with authority to act on behalf of the governing body's b 3 9 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 Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.) 10a Did the organization have local chapters, branches, or affiliates '? a 3 b 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 11a Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form'? 11a 3 b Describe in Schedule 0 the process, if any, used by the organization to review this Form a Did the organization have a written conflict of interest policy'? If "No,"go to line a 3 b Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? 12b 3 C Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule 0 how this was done c 3 13 Did the organization have a written whistleblower policy? Did the organization have a written document retention and destruction policy? 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? a The organization's CEO, Executive Director, or top management official a 3 b Other officers or key employees of the organization b 3 If "Yes" to line 15a or 15b, describe the process in Schedule 0 (see instructions). -^ 16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year'? a 3 b 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? b Section C. Disclosure 17 List the states with which a copy of this Form 990 is required to be filed PA Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (Section 501(c)(3)s only) available for public inspection Indicate how you made these available Check all that apply. q Own website q Another's website q Upon request q Other (explain in Schedule 0) 19 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. 20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization: Brandywine Conservancy & Museum of Art, Department of Finance & Administration, ( 610) PO Box 141, Chadds Ford, PA Form 990 (2013) Yes No

7 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. q Section A. Officers, Directors, Trustees, Key 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, and 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. M C'hack this hnx if neither the nrnnnizatinn nnr any related ornsnizatian compensated any current officer- director- or trustee. (C) Position (A) (B) ( D) (E) (F) (do not check more than one Name and Title Average box, unless person is both an Reportable Reportable Estimated hours per officer and a director/trustee) compensation compensation from amount of eek (list any from related other 0 ;K hours for a. =; CD ' 3 0 the organizations compensation related Q a o 3 organization (W-2/1099-MISC) from the. organizations a C o -53 m - (W-2/1099-MISC) organization below dotted 3 and related line) y 2 0 (D organizations N N CD a _Georcie_A Weymouth Chairman of the Board Mrs Michael Matz Vice Chair of the Board Heather R Evans President and Chair of the Executive Committee Jeffrey MNielsen Vlce President John W Field Jr Vice President and Treasurer David Hamngton Asslstant Treasurer W Donald Sparks II _ Vice President and Secreta ry Anson _ McC Beard Jr Trustee MaU Conner- Braun Trustee Dr Thomas M Connelly Jr Trustee Peter Trustee Sophie M Dernckson Trustee Jane B Grimes Trustee _Dr Benjamin F Hammond Trustee Form WU (2013)

8 Form 990 (2013) Page 7-2 JIMIM Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors (C) Position (A) (B) (D) (E) (F) (do not check more than one Name and Title Average box, unless person is both an Reportable Reportable Estimated hours per officer and a director /trustee ) compensation compensation from amount of eek (list any from related other hours for Qa 'm ID 3,o o the organizations compensation related a is o m organization (W-2/1099-MISC) from the organizations 6 m ^ - (W-2/1099-MISC ) organization below dotted CT -< and related line) n 2 C 3 organizations m CD m CD Jack M Hines Jr Trustee William H Iredale Trustee Mrs George L Ohrstrom Jr Trustee Susan Bissell Parker Trustee -Blaine T_ Philltps Jr Trustee Claire J Reid Trustee Alan P _ Slack Trustee _ Dawd W Spartin Trustee James W StewartIll Trustee _R Stewart_Strawbnd9e 1 Trustee Morris W Stroud Trustee Cuyler- H Walker Esquire 1 Trustee Virginia A Loan Executive Director and Assistant Secreta ry 3 259, ,910 Sherri Evans Stanton Director Brand ywine Conservancy 3 133, ,658 Form 990 (2013)

9 Form 990 (2013) Page 8 Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (C) Position (A) (B) ( D) (E) (F) (do not check more than one Name and title Average box, unless person is both an Reportable Reportable Estimated hours per officer and a director/trustee) compensation compensation from amount of eek (list an from related other hours for - ' the organizations compensation 3 related co o y 3. organization (w-2/1099-misc) from the organizations c 8 3 m ^ (W-2/1099-MISC) organization below dotted w m 3 and related line) 2 2 CD CD organizations N ) a i Joel Necowitz Director of Finance and Administration , ,692 Thomas- Padon Museum Director , , b Sub -total , ,309 c Total from continuation sheets to Part VII, Section A..... d Total (add lines lb and 1 c ).. 685, ,309 2 Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization 3 3 Did the organization list any former officer, director, or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual For any individual listed on line 1 a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual Did any person listed on line 1 a receive or accrue compensation from any unrelated organization or individual _ for services rendered to the organization? If "Yes," complete Schedule J for 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 (B) Description of services (C) Compensation Elliott Lewis Corp, 2900 Black Lake, Philadel phia, PA Buildin g re pair & mamt. 115,777 New Providence Asset Mana gement, 570 Lexin gton Ave, New York, NY Investment Mana gement 409,009 No 2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 2 Form 990 (2013)

10 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) (B) Total revenue Related or Unrelated Revenue exempt business excluded from tax function revenue under sections revenue la Federated campaigns la 3,353,971 o b Membership dues.... 1b 165,650 N, c Fundraising events.... 1c 743,156 d Related organizations... 1d 0 v; E e Government grants (contributions) le 53,360 C 0) f All other contributions, gifts, grants, a Y and similar amounts not included above if 0 o g Noncash contributions included in lines 1 a-1f. $ , h Total. Add lines la-1f. Business Code 4,316,137 2a Admissions , , b Conservancy Proctram , , C Other-Misc ,405-43, d E e o f All other program service revenue CL 9 Total. Add lines 2a-2f 876,537 3 Investment income (including dividends, interest, and other similar amounts) , ,559 4 Income from investment of tax-exempt bond proceeds Royalties () Real (u) Personal 6a Gross rents 192,064 0 b Less* rental expenses 0 0 c Rental income or (loss) 192,064 0 d Net rental income or loss. 192, , a Gross amount from sales of (i) Securities (u) Other b assets other than inventory 34,458, ,252 Less, cost or other basis and sales expenses 31,945, ,752 c Gain or (loss). 2,512, ,500 d Net gain or (loss) ,397, , ,512,620 d pc 8a Gross income from fundraising events (not including $ 646, of contributions reported on line 1c). See Part IV, line a 502,175 b Less: direct expenses.... b 803,695 c Net income or (loss) from fundraising events -301, ,520 9a Gross income from gaming activities. See Part IV, line a b Less: direct expenses.... b c Net income or (loss) from gaming acti vities.. 10a Gross sales of inventory, less returns and allowances... a 562,286 b Less. cost of goods sold.. b 272,650 c Net income or (loss) from sales of inventory. 289, , Miscellaneous Revenue Business Code b c d All other revenue e Total. Add lines 11 a-11 d Total revenue. See instructions. 8,062,533 1,242, ,503,659 Form 990 (2013)

11 Form 990 (2013) Page 10 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. q Do not include amounts reported on lines 6b, 7b, (A) (B ) (C) (D) Total expenses Program service Management and Fundraising 8b 9b and 10b of Part Vlll. expenses general expenses 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 4 Benefits paid to or for members 5 Compensation of current officers, directors, trustees, and key employees , , ,287 53,144 6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B).. 7 Other salaries and wages ,408, 606 2, 882,792 1,207, ,476 8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) 365, ,683 79,951 23,262 9 Other employee benefits , , ,087 92, Payroll taxes , ,965 88,188 26, Fees for services (non-employees)- a Management b Legal ,994 30,677 68,317 c Accounting ,302 9, ,087 d Lobbying.. e Professional fundraising services See Part IV, line 17 f Investment management fees , ,658 g Other. (If line 11 g amount exceeds 10% of line 25, column (A) amount, list line 11 g expenses on Schedule 0) 430, , ,844 75, Advertising and promotion ,585 11, , , Office expenses ,394 96,758 48,447 31, Information technology ,078 85, Royalties Occupancy , , , 956 6, Travel ,694 61,083 14, Payments of travel or entertainment expenses for any federal, state, or local public officials 19 Conferences, conventions, and meetings 69,228 29,670 34,750 4, Interest , , Payments to affiliates Depreciation, depletion, and amortization 946, , , Insurance , , ,616 5, 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 b c d e All other expenses 331, , Total functional expenses. Add lines 1 through 24e 10,661, 720 6, 104,892 3, 902, , 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 q if following SOP 98-2 (ASC ) Form 990 (2013)

12 Form 990 (2013) Page 11 Balance Sheet Check if Schedule 0 contains a response or note to any line in this Part X. F1 (A) Beginning of year (B) End of year 1 Cash-non-interest-bearing , ,062,454 2 Savings and temporary cash investments.. 4,909, ,767,081 3 Pledges and grants receivable, net ,005, ,821 4 Accounts receivable, net , ,622 5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L Loans and other receivables from other disqualified persons (as defined under section 4958(0(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary M organizations (see instructions). Complete Part II of Schedule L Notes and loans receivable, net W a 8 Inventories for sale or use , ,157 9 Prepaid expenses and deferred charges , ,176 10a Land, buildings, and equipment cost or other basis. Complete Part VI of Schedule D 10a 52,586, 985 b Less: accumulated depreciation b 15,710,031 37,471,275 10c 36,876, Investments-publicly traded securities ,039, ,519, Investments-other securities. See Part IV, line ,929, ,578, Investments-program-related See Part IV, line Intangible assets Other assets. See Part IV, line ,788, ,979, Total assets. Add lines 1 throu g h 15 (must eq ual line 34 ) 123,159, ,200, Accounts payable and accrued expenses , , Grants payable Deferred revenue Tax-exempt bond liabilities ,837, ,169, Escrow or custodial account liability. Complete Part IV of Schedule D Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons. Complete Part II of Schedule L Secured mortgages and notes payable to unrelated third parties. 11, ,000 4) 24 Unsecured notes and loans payable to unrelated third parties Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X 6, 708,413 of Schedule D ,546, Total liabilities. Add lines 17 throu g h 25 10,096, ,349,563 Organizations that follow SFAS 117 (ASC 958 ), check here 0 and complete lines 27 through 29, and lines 33 and 34. w 27 Unrestricted net assets ,009, ,548, Temporarily restricted net assets ,194, ,230, Permanently restricted net assets ,859, ,072,011 Organizations that do not follow SFAS 117 (ASC 958), check here q and o complete lines 30 through Capital stock or trust principal, or current funds o 31 Paid-in or capital surplus, or land, building, or equipment fund < 32 Retained earnings, endowment, accumulated income, or other funds 32 Z 33 Total net assets or fund balances ,063, ,850, Total liabilities and net assets/fund balances , ,200,469 Form 990 (2013)

13 Form 990 (2013) Page 12 JU^ Reconciliation of Net Assets Check if Sched ule 0 contains a response or note to any line in this Part XI Total revenue (must equal Part VIII, column (A), line 12) ,062,533 2 Total expenses (must equal Part IX, column (A), line 25) ,661,720 3 Revenue less expenses. Subtract line 2 from line ,599,187 4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ,063,446 5 Net unrealized gains (losses) on investments ,356,164 6 Donated services and use of facilities Investment expenses Prior period adjustments Other changes in net assets or fund balances (explain in Schedule 0) ,030, Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B)) Financial Statements and Reporting Check if Schedule 0 contains a response or note to any line in this Part XII 1 Accounting method used to prepare the Form 990: q Cash 2 Accrual q Other If the organization changed its method of accounting from a prior year or checked "Other," explain in Schedule O. 2a Were the organization's financial statements compiled or reviewed by an independent accountant?... 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, q Separate basis q Consolidated basis q Both consolidated and separate basis b Were the organization's financial statements audited by an independent accountant?.. 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: Separate basis q Consolidated basis q Both consolidated and separate basis c 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 O. 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 OMB Circular A-133? 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 2a 2b 3 2c 3 3a 3b No Form 990 (2013)

14 SCHEDULE A (Form 990 or 990-EZ) Public Charity Status and Public Support Complete if the organization is a section 501(c)( 3) organization or a section 4947( a)(1) nonexempt charitable trust. OMB No Department of the Treasury Attach to Form 990 or Form 990-EZ. Internal Revenue Service Information about Schedule A (Form 990 or EZ) and its instructions is at www. irs.gov/form990. Name of the organization Employer identification number BRANDYWINE CONSERVANCY & MUSEUM OF ART JUM 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 q A church, convention of churches, or association of churches described in section 170 ( b)(1)(a)(i). 2 q A school described in section 170 (b)(1)(a)(ii). (Attach Schedule E.) 3 q A hospital or a cooperative hospital service organization described in section 170 ( b)(1)(a)(iii). 4 q 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: q An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170 ( b)(1)(a)(iv ). (Complete Part II.) 6 q A federal, state, or local government or governmental unit described in section 170 ( b)(1)(a)(v). 7 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 ) 8 q A community trust described in section 170 ( b)(1)(a)(vi ). (Complete Part II ) 9 q An organization that normally receives- (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 33'/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, See section 509(a )(2). (Complete Part III.) 10 q An organization organized and operated exclusively to test for public safety. See section 509(a)(4). 11 q 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 11 a through 11 h. (A) a q Type I b q Type II c q Type Ill-Functionally integrated d q Type III-Non-functionally integrated e q By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2) f If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box q g Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons? (i) A person who directly or indirectly controls, either alone or together with persons described in (if) and Yes No (III) below, the governing body of the supported organization? gp) h (i) (ii) A family member of a person described in (I) above? ll9bi) (iii) A 35% controlled entity of a person described in (I) or (II) above? gGii) Provide the followlna information about the SuDDorted oraanization(s) Name of supported organization (n) EIN (iii) Type of organization (described on lines 1-9 above or IRC section (see instructions )) (iv) Is the organization in col (i) listed in your governing document? (v) Did you notify the organization in col (i) of your support? (vi) Is the organization in col (i) organized in the U S Yes No Yes No Yes No (vii) Amount of monetary support (B) (C) (D) (E) Total For Paperwork Reduction Act Notice, see the Instructions for Cat No 11285F Schedule A (Form 990 or 990-EZ) 2013 Form 990 or 990-EZ.

15 Schedule A (Form 990 or 990-EZ) 2013 Page 2 JIM Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170 (b)(1)(a)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.) Section A. Public Support Calendar year (or fiscal year beginning in) (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total 1 Gifts, grants, contributions, and membership fees received (Do not include any "unusual grants.")... 6,103,621 7,130,702 3,333, 376 3, 782,331 4, 316,137 24, 666,167 2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf The value of services or facilities furnished by a governmental unit to the organization without charge Total. Add lines 1 through ,103, 621 7, 130,702 3,333, 376 3, 782,331 4,316, , 666,167 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).... 2,574,437 6 Publi c support. Subtract line 5 from line 4. 22,091,730 Section B. Total Support Calendar year (or fiscal year beginning in) (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total 7 Amounts from line ,103,621 7,130,702 3,333,376 3,782, 331 4,316,137 24, 666,167 8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources Net income from unrelated business activities, whether or not the business is regularly carried on. 10 Other Income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) , , , , , 623 2, 208, Total support. Add lines 7 through 10 26,874, Gross receipts from related activities, etc. (see instructions) ,164, First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check t hi s box and stop here q S ection C. Computation of 14 Public support percentage for 2013 (line 6, column (f) divided by line 11, column ( f)) % 15 Public support percentage from 2012 Schedule A, Part II, line % 16a 33 1 /3% support test If the organization did not check the box on line 13, and line 14 is 33'/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization b 33113% support test If the organization did not check a box on line 13 or 16a, and line 15 is 331/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization..... q 17a 10 %-facts-and - circumstances test 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 q b 10%-facts - and-circumstances test 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 q 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 q Schedule A (Form 990 or EZ) 2013

16 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 Calendar year (or fiscal year beginning in) (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total 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 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 Total. Add lines 1 through a 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 Public support (Subtract line 7c from line 6.)... Section B. Total Support Calendar year (or fiscal year beginning in) (a ) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total 9 Amounts from line a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, c Add lines 10a and 10b Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on 12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV). 13 Total support. (Add lines 9, 10c, 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 section 501(c)(3) organization, check this box and stop here q 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 Ill, line % Section D. Computation of Investment Income Pe rcentage 17 Investment income percentage for 2013 (line 1 Oc, column (f) divided by line 13, column (f)).. 17 % 18 Investment income percentage from 2012 Schedule A, Part III, line % 19a 331 /3% support tests If the organization did not check the box on line 14, and line 15 is more than 331/3%, and line 17 is not more than 331/3%, check this box and stop here. The organization qualifies as a publicly supported organization. q b 331/3% support tests If the organization did not check a box on line 14 or line 19a, and line 16 is more than 331/3%, and line 18 is not more than 331/3%, check this box and stop here. The organization qualifies as a publicly supported organization q 20 Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions q Schedule A (Form 990 or 990-EZ) 2013

17 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). Schedule A, Part ll, Line 12 : Admissions for entrance into the museum and gross _ sales from our retail store : all related to the mission of the or anization Schedule A (Form 990 or 990-EZ) 2013

18 SCHEDULE D (Form 990) Supplemental Financial Statements Complete if the organization answered "Yes," to Form 990, Part IV, line 6, 7, 8, 9, 10, 1la, 11b, 11c, 11d, 11e, 11f, 12a, or 12b. Department of the Treasury Attach to Form 990. Internal Revenue Service Information about Schedule D (Form 990 ) and its instructions is at www. irs.gov /form990. OMB No BRANDYWINE CONSERVANC Y & MUSEUM OF ART Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6. (a) Donor advised funds ( b) Funds and other accounts 1 Total number at end of year.. 2 Aggregate contributions to (during year) 3 Aggregate grants from (during year). 4 Aggregate value at end of year 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?.. q Yes q No 6 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? q Yes q No Conservation 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) q Preservation of land for public use (e g, recreation or education) q Preservation of an historically important land area q Protection of natural habitat q3 Preservation of a certified historic structure q 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., 1 Held at the End of the Tax Year a Total number of conservation easements a 449 b Total acreage restricted by conservation easements b 35,082 c Number of conservation easements on a certified historic structure included in (a)... 2c 18 d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register d 0 3 Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the tax year Number of states where property subject to conservation easement is located Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? Yes q No 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 $ 183, 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)? Yes q No 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 organization answered "Yes" to Form 990, Part IV, line 8. 1a 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 $ (ii) Assets Included in Form 990, Part X $ 2 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 $ 0- b Assets Included in Form 990, Part X. $ 0 For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 52283D Schedule D (Form 990) 2013

19 Schedule D (Form 990) 2013 Page 2 Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued) 3 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 Public exhibition d 2 Loan or exchange programs b Scholarly research e q Other c q 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 assets to be sold to raise funds rather than to be maintained as part of the organization's collection? El Yes 21 No 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. 1a Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not included on Form 990, Part X? q Yes q No b If "Yes," explain the arrangement in Part XIII and complete the following table- Amount c Beginning balance c d Additions during the year d e Distributions during the year... le f Ending balance if 2a Did the organization include an amount on Form 990, Part X, line 21? q Yes q No b If "Yes," exp lain the arran g ement in Part XIII. Check here if the ex p lanation has been p rovided in Part XIII q Endowment Funds. Com p lete if the organization answered "Yes" to Form 990, Part IV, line 10. 1a 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 520, , , , ,600 g End of year balance 86,525,574 79,263,443 75, 053,321 82,297,973 76, 692,905 2 Provide the estimated percentage of the current year end bal ance (line 1 g, column (a)) held asa Board designated or quasi-endowment % b Permanent endowment % c Temporarily restricted endowment % The percentages in lines 2a, 2b, and 2c should equal 100%. 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization by: Yes No (i) unrelated organizations a(i) 3 (ii) related organizations a ii) 3 b If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? b 4 Describe in Part XIII the intended uses of the organization's endowment funds. jg^ Land, Buildings, and Equipment. Com p lete if the org anization answered "Yes" to Form 990, Part IV, line 11 a. See Form 990, Part X, line 10. Description of property ( a) Cost or other basis (investment ) (a) Current year (b) Prior year (c) Two years back (d) Three years back (e) Four years back 79,263, , 053,321 82,297, ,692,845 65, 195, , ,972 1,253, 796 2, 914,245 1,690,045 13,159, 808 8, 954,550-2,986,683 8, 223,006 16, 385, ,134, 342 5,075,300 4, 909,924 5,042, 824 6,143,516 (b) Cost or other basis (other) (c) Accumulated depreciation (d) Book value la Land ,825, ,825,330 b Buildings ,472, , 223,265 16,249,307 c Leasehold improvements d Equipment ,289, ,486, ,317 e Other Total. Add lines 1 a throu g h 1 e. (Column (d) must equal Form 990, Part X, column (B), line 10 (c).). 36,876,954 Schedule D (Form 990) 2013

20 Schedule D (Form 990 ) 2013 Page 3 Lamm Investments - Other Securities. Complete if the organization answered "Yes" to Form 990, Part IV, line 11 b. See Form 990, Part X, line 12. (a) Description of security or category ( b) Book value ( c) Method of valuation (including name of security) Cost or end -of-year market value (1) Financial derivatives (2) Closely-held equity interests (3) Other Hedge _ Funds ,578, 494 End - of-year Market Value (A) (B) (C) (D) (E) (^ (G) (H) Total. (Column (b) must equal Form 990, Part X, col (B) line 12) 55, 578,494 Investments - Program Related. Complete if the oroanlzatlon answered "Yes" to Form 990. Part IV. line 11 c. See Form 990. Part X. line 13. (a) Description of investment (b) Book value (c) Method of valuation Cost or end- of-year market value (2) 3 (4) 5 6 (7) 8 9 Total, (Column (b) must equal Form 990, Part X, col (B) line 13) Other Assets. Complete if the org anization answered "Yes" to Form 990, Part IV, line 11 d. See Form 990, Part X, line 15. (a) Description (b) Book value Total. (Column (b) must equal Form 990, Part X, col. (B) line 15.) Sam Other Liabilities. Complete if the organization answered "Yes" to Form 990, Part IV, line 11 a or 11 f. See Form 990, Part X, line (a) Description of liability ( b) Book value (1) Federal income taxes (2) Charitable Gift Annuity Liability 1,529,661 (3) Note pa yable - LT portion 77,000 ( 4) Accrued retirement benefits 202,793 (5) Note pa yable 2,200,000 (6) Pension Liability 536,556 (7) (8) (9) Total. (Column (b) must equal Form 990, Part X, col. (B) line 25 ) 4,546, 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 (ASC 740). Check here if the text of the footnote has been provided in Part XIII 0 Schedule D (Form 990) 2013

21 Schedule D (Form 990) 2013 Page 4 Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the org anization answered "Yes" to Form 990, Part IV, line 12a. 1 Total revenue, gains, and other support per audited financial statements ,392,158 2 Amounts included on line 1 but not on Form 990, Part VIII, line 12. a Net unrealized gains on investments a 9,835,506 b Donated services and use of facilities b 0 c Recoveries of prior year grants c 0 d Other (Describe in Part XIII.) d 3,494,119 _ e Add lines 2a through 2d e 13,329,625 3 Subtract line 2e from line ,062,533 4 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.. 4a 0 b Other (Describe in Part XIII.) b 0 c Add lines 4a and 4b c 0 5 Total revenue Add lines 3 and 4c. (This must equal Form 990, Part 1, line 12.).. 5 8,062,533 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 ,604,697 2 Amounts included on line 1 but not on Form 990, Part IX, line 25* a Donated services and use of facilities a 0 b Prior year adjustments b 0 c Other losses c 0 d Other (Describe in Part XIII.) d 463,635 e Add lines 2a through 2d e 463,635 3 Subtract line 2e from line , 141,062 4 Amounts included on Form 990, Part IX, line 25, but not on line 1. a Investment expenses not included on Form 990, Part VIII, line 7b. 4a 520,658 b Other (Describe in Part XIII) b 0 c Add lines 4a and 4b c 520,658 5 Total expenses Add lines 3 and 4c. (This must equal Form 990, Part 1, line 18.) 5 10,661,720 Supplemental Information. Provide the descriptions required for Part II, lines 3, 5, and 9, Part III, lines 1 a 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 Schedule D, Part II, Line 3 _- One conservation easement was transferred to another organkzation _quahfied to hold easements One _ conseryaupn easement was amended - to - add - additional land and to reduce reserved buildmg_ rights _One conservation easement was modified to correct an error in the text did not im act terms of the easement) - One conservation easement was modified to relocate a - P p ublic trail easement from one p ortion of the p ro ert Y to another - One conservation easement was modified to exchan a less than 1 acre ^' g of land Schedule D, Part II, Line 5 - written policies - are in place regarding monitoring, inspectin responding to violations and enforcing conservation easements Our_easements all contalnprovisions _grantmg_ us_() the_ nght of_ access to theproperty forpurposes of inspecting the easement and (li) the right to enforce the easement The Policy Regarding _ Easement Momtormg_ and Inspection sets forth detailed _procedures for maintaming_paper and etectroniceasement files; landowner and -land use activity - - information , reviews, and communications -- annual momtorm and ro f5 ins ections and ection re p ort and hoto documentation maintenance and follow u - P R x P ins^' p p The Policy Regardinq Easement Violations sets forth detailed procedures regarding the identification, documentation, and classification of and res onses to easement violations. It also desi g nates staff member authorities and institutional decision rocesses for addressor P A violations Schedule D, Part II_ Line 9 :The Brandywine Conservancx & Museum of Art does not record -any amounts for land easements in connection with it ' s environmental program on rt s balance sheet Purchases of land easements are expensed as incurred Schedule D, Part III, Line 1 - The financial statements exclude the value of collection bjects owned through purchase or contributions: No o determination has been made as to the a-ggregate valuation of such items. The Brandywines art and_library_collections are held and maintained by the Brandywine River Museum of Art for use in public exhibitions, educational programs and scholarly studies. The art collections are comprised almost entirely of American paintings, drawings, prints and sculptures with emphasis on the cultural traditions of the Museums geographic region. The library collections are maintained for scholarly purposes and are comprised pribma&pinft Woha OM 2013

22 Schedule D (Form 990 ) 2013 Page 5 Part XIII - Supplemental Information (Continued) _Perigdl;els related_ to AmemA art_bollectignserg_ catajogugd_an51 maintained according _[q_prgfessiqnally _ac^e^ted_ tanriards _... adq ted b the trustees g overn the ac q uisition, dis osa, maintenance, insurance and use of the art collections. p x p _Schedule f),_part III Line 4_: The_Brandywine - River Museum of Art _held_collections at December that included aprox 4000 works of art bar more than 543 artists acquired since the museums opemn^ in 1971 _In addition,_the museums developing library contains many thousands_ of volumes including photggraphs,_ letters and other - records- related to artists relate to American art anḏ m uc h_ memorabilia re resented in the collection. Nearl additional objects are in the NC Wyeth special collection, most of which are in the artists studio -p and house, a National Landmark, and museum s i te the_ public to demonstrate how a ma jo r artist worked _ Approximately more obiects constitute the collection associated with the Andrew Wyeth_ studio the museums newest historic_pl perty. The Andrew Wyeth studio is also open to the public as-part of the education program. It is currently _being nominated for National -Landmark - status.- All of_ these collections support the Brandywine River_ Museums_ mission to collect - preserve, exhibit interpret for public benefit artistic and historical objects with primary_emphasis on the art of the Brandvwine_ region, American illustration and still life painting _ The collections are used constants for public exhibitions in the museums galleries in order - to present a coherent history of art in the Brandywine Valley - as well as of American illustration, still Irfe and landscape_ painting _ In addition, the collection contains importantportraits andggmq.paintings by 19th and 20th centu ry artists Works of art from the collection are fre quentl y lent to exhibitions at other institutions in the United States and Y ab ro a d _ Bo th_ th e art_ collections and_the _museums_iibrary_ are -used -fo r- byscholars -f rom- curatorial and education _ staff members, and without the museum An esecially stron area for research reflects the largest portion of the collection American illustration and is history Schedule D, Part V, Line 4, The Brandywine 's endowment fund is designed to experience continued growth through additional capital infusions and _ returns from investments The_earnings_from the investments should supplement the fundraising - and other development activities to provide annual operating funds Schedule D, Part X,_Line 2 = The Brandywine has_adopted_theprovisions_of FAS13ASC ,Accounting for Uncertainty in Income Taxes Maria ement continual) evaluates uncertain tax positions and exinn statutes of limitations audits p ro posed settlements g p changes in tax-law and new authoritative rulings, as applicable._ Manauement's evaluation- is-that there - is-no-income- tax liability _ This evaluation is based on settled and established positions within the Internal Revenue Code and management believes there is no s1.9micant unrelated certain ty to its evaluation Schedule D_ Part XI, Line 2d _ Funds received for easement acquisition $ _ Net change in Pension $1,976,121_ Change in Charitable gift annuity_$18,448;_incr in CSV_Life Insurance $1^190L Schedule D, Part XII, Line 2d - Easement purchases $463, Schedule D (Form 990) 2013