Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
FOUNDATION FOR A GREATER OPPORTUNITY C/O ICAHN ASSOCIATES CORP
Employer identification number
13-3913393
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
(1)
CHOATE ROSEMARY HALL
060910420
02
No
316,206
(2)
CENTER FOR EDUCATIONAL INNOVATION
134113613
07
No
101,000
(3)
NEW YORK CITY SCHOOL CONSTRUCTION AUTHORITY
133535408
06
No
245,348
(4)
ICAHN CHARTER SCHOOL 1
134166657
02
No
0
(5)
ICAHN CHARTER SCHOOL 2
205846198
02
No
0
(6)
ICAHN CHARTER SCHOOL 3
262271604
02
No
0
(7)
ICAHN CHARTER SCHOOL 4
264674992
02
No
0
(8)
NEIGHBORHOOD ASSOC FOR INTER-CULTURAL
132995128
07
No
0
(9)
PRINCETON UNIVERSITY
210634501
02
No
0
Total
662,554
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 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) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
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—2009.
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) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 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) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(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 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.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
10a
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, 1975.
c
Add lines 10a and 10b.
11
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 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
FOUNDATION FOR A GREATER OPPORTUNITY C/O ICAHN ASSOCIATES CORP
Employer identification number
13-3913393
Identifier
Return Reference
Explanation
DOING BUSINESS WITH MODAL, LLC
PART IV, LINE 26
THE FOUNDATION HAS TWO NOTES RECEIVABLE FROM MODAL, LLC WITH BALANCES TOTALING $118,727,570 AS OF 12/31/10. MODAL, LLC IS 100% OWNED BY CARL C. ICAHN, WHO IS A DIRECTOR OF THE FOUNDATION.
RELATED OFFICERS
PART VI, SECTION A, LINE 2
TWO DIRECTORS, CARL C. ICAHN AND GAIL GOLDEN-ICAHN, ARE HUSBAND AND WIFE. SUSAN GORDON (OFFICER) AND GAIL GOLDEN-ICAHN (OFFICER AND DIRECTOR) ARE EMPLOYED BY ENTITIES OWNED BY CARL C. ICAHN.
SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS
PART VI, SECTION A, LINE 4
THE BOARD DISCUSSED WHETHER TO AMEND THE PURPOSES OF THE FOUNDATION TO CHANGE THE CLASS OF NOT-FOR-PROFIT ORGANIZATIONS THAT THE FOUNDATION SUPPORTS AND BENEFITS. THE BOARD DETERMINED THAT IT IS IN THE BEST INTEREST OF THE FOUNDATION TO BROADEN THAT CLASS TO BETTER ASSIST CHILDREN AND THEIR PARENTS AND LOW-INCOME FAMILIES, WHILE REMAINING WITHIN THE REQUIREMENTS OF THE INTERNAL REVENUE CODE FOR A SUPPORTING ORGANIZATION TO A CLASS OF BENEFICIARY ORGANIZATIONS. THE UPDATED PURPOSE FOR WHICH THE FOUNDATION IS FORMED AND SHALL BE OPERATED IS DESCRIBED IN PART III, LINE 1.
GOVERNING BODY
PART VI, SECTION A, LINE 7A
THE FOUNDATION'S BYLAWS PROVIDE FOR THREE CLASSES OF DIRECTORS - CLASS A, CLASS B AND C. THE CLASS A DIRECTORS CONSTITUTE A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS AND ARE APPOINTED OR ELECTED EITHER BY THE GOVERNING BODY OR AN OFFICER, ACTING IN HIS OR HER OFFICIAL CAPACITY, OF ONE OR MORE OF THE PUBLICLY SUPPORTED EXEMPT ORGANIZATIONS WITHIN THE CLASS OF ORGANIZATIONS SUPPORTED BY THE FOUNDATION. CLASS B CONSISTS OF ONE DIRECTOR NAMED IN THE BYLAWS OR A SUCCESSOR DESIGNATED BY THE CLASS B DIRECTOR. THE CLASS C DIRECTORS ARE ELECTED BY THE CLASS B DIRECTOR.
990 REVIEW
PART VI, SECTION B, LINE 11
THE FINANCIAL STATEMENTS AND FORM 990 ARE REVIEWED BY AN INDEPENDENT AUDIT FIRM PRIOR TO THEIR COMPLETION AND FILING. FORM 990 IS MADE AVAILABLE TO THE TRUSTEES UPON COMPLETION OF THE INDEPENDENT AUDIT AND PRIOR TO THE FILING OF THE TAX RETURN.
CONFLICT OF INTEREST POLICY
PART VI, SECTION B, LINE 12C
IF THE BOARD OR A COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT AN INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT WILL INFORM THE INTERESTED PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD HIM OR HER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD DETERMINES THAT THE INTERESTED PERSON HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT WILL TAKE APPROPRIATE ACTION WHICH MAY INCLUDE RECOMMENDATION TO THE BOARD FOR REMOVAL FROM THE BOARD OR TERMINATION OF EMPLOYMENT, AS WELL AS RECONSIDERATION OF WHETHER THE TRANSACTION OR ARRANGEMENT WAS IN THE BEST INTERESTS OF AND FAIR AND REASONABLE TO THE FOUNDATION AT THE TIME IT WAS UNDERTAKEN. IF IT IS DETERMINED THAT THE TRANSACTION WAS NOT FAIR AND REASONABLE TO THE FOUNDATION, THE FOUNDATION IN ITS DISCRETION, MAY AVOID THE CONTRACT AND/OR REQUIRE THE INTERESTED PERSON TO RESTORE THE FOUNDATION TO THE FINANCIAL POSITION IT WOULD HAVE BEEN IN IF SUCH PERSON HAD BEEN DEALING UNDER THE HIGHEST FIDUCIARY STANDING.
OFFICER PAY
PART VI, SECTION B, LINE 15B
BECAUSE THE COMBINATION OF DUTIES CARRIED OUT BY JULIE CLARK GOODYEAR IS UNIQUE, IT WOULD BE EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO LOCATE COMPARABILITY DATA. DESPITE THE LACK OF SUCH DATA, IT IS BELIEVED THAT THE COMPENSATION PAID MS. GOODYEAR IS REASONABLE BASED ON THE DUTIES AND RESPONSIBILITIES OF THE POSITION, THE TIME SPENT PERFORMING THOSE DUTIES, AND THE PERFORMANCE LEVEL. NO OTHER OFFICERS OF THE FOUNDATION ARE COMPENSATED BY THE FOUNDATION.
990 AVAILABLE FOR PUBLIC INSPECTION
PART VI, SECTION C, LINE 18, ANOTHER'S WEBSITE
FORM 990 IS POSTED ON WWW.GUIDESTAR.ORG. THE FOUNDATION REVIEWS THE WEBSITE TO VERIFY THE PRESENCE AND ACCURATE POSTING OF ITS FORM 990.
PUBLIC INFORMATION DISCLOSURE
PART VI, SECTION C, LINE 19
THE FOUNDATION DOES NOT MAKE ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. THE FOUNDATION'S FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST.
CONTRIBUTION OF INTEREST INCOME
PART VIII, LINE 1F
ON MARCH 6, 2006, CARL C. ICAHN, A DIRECTOR OF THE FOUNDATION, MADE A GIFT TO THE FOUNDATION IN THE FORM OF A NOTE RECEIVABLE FROM MODAL,LLC, AN AFFILIATE OF MR. ICAHN, TOTALING $28,727,570. THE NOTE EARNS INTEREST AT THE PRIME RATE, PAYABLE MONTHLY IN ARREARS AND IS SECURED BY THE GUARANTEE OF HIGH COAST LIMITED PARTNERSHIP, WHICH IS AN AFFILIATE OF MR. ICAHN. THE FOUNDATION RECOGNIZED INTEREST INCOME ON THE FINANCIAL STATEMENTS FROM THE GIFT OF $933,646 IN 2010. THE $933,646 WAS CONSIDERED A CONTRIBUTION ON FORM 990, PART VIII, LINE 1F IN 2010.
OTHER CHANGES IN FUND BALANCE
PART XI, LINE 5
THE AMOUNT ON PART XI, LINE 5 (OTHER CHANGES IN FUND BALANCE) REPRESENTS NET APPRECIATION IN INVESTMENTS.
PUBLICLY SUPPORTED ORGANIZATIONS DESIGNATED BY CLASS
SCHEDULE A, PART 1, LINE 11H, COLUMN IV
THE FOUNDATION SUPPORTS NON-DESIGNATED PUBLICLY SUPPORTED ORGANIZATIONS THAT PROVIDE ASSISTANCE AND SUPPORT TO STUDENTS, CHILDREN AND THEIR PARENTS, AND LOW-INCOME FAMILIES. THE FOUNDATION MEETS THE REQUIREMENTS OF SECTION 1.509(a)-4(d)(2)(i) OF THE TREASURY REGULATIONS BY DESIGNATING THOSE PUBLICLY SUPPORTED ORGANIZATIONS BY CLASS IN ARTICLE THIRD OF ITS CERTIFICATE OF INCORPORATION AND IN ARTICLE III, SECTION 2.A OF ITS BYLAWS.
NOTES RECEIVABLE
SCHEDULE L, PART II
IN DECEMBER 2005, MODAL LLC ("MODAL"), AN AFFILIATE OF MR. CARL C. ICAHN, ENTERED INTO A STOCK PURCHASE AGREEMENT WITH THE FOUNDATION TO ACQUIRE CERTAIN SHARES OF AMERICAN RAILCAR INDUSTRIES, INC. THAT WERE PREVIOUSLY DONATED TO THE FOUNDATION FOR A PURCHASE PRICE EQUAL TO THE GREATER OF $100 MILLION OR THE FAIR MARKET VALUE OF THE SHARES ON THE DATE OF PURCHASE. THE FOUNDATION COMPLETED THE SALE TO MODAL ON JANUARY 20, 2006, FOR $100 MILLION CONSISTING OF $10 MILLION IN CASH AND THE BALANCE IN A FIVE-YEAR INTEREST-ONLY PROMISSORY NOTE WITH MONTHLY PAYMENTS OF INTEREST AT THE PRIME RATE. ON MARCH 6, 2006, MR. CARL C. ICAHN, MADE A GIFT TO THE FOUNDATION IN THE FORM OF A NOTE RECEIVABLE FROM MODAL TOTALING $28,727,570. THE NOTE EARNS INTEREST AT THE PRIME RATE, PAYABLE IN MONTHLY ARREARS AND IS SECURED BY THE GUARANTEE OF HIGH COAST LIMITED PARTNERSHIP, WHICH IS AN AFFILIATE OF MR. ICAHN.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.