Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
THE COOPER FOUNDATION INC
Employer identification number
22-2213715
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
4,199,268
3,372,571
3,617,754
4,942,679
4,572,704
20,704,976
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
0
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
4
Total. Add lines 1 through 3
4,199,268
3,372,571
3,617,754
4,942,679
4,572,704
20,704,976
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)..
0
6
Public support. Subtract line 5 from line 4.
20,704,976
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
7
Amounts from line 4..
4,199,268
3,372,571
3,617,754
4,942,679
4,572,704
20,704,976
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
740,763
688,945
699,736
588,677
704,510
3,422,631
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
0
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
207,242
211,683
131,520
155,065
140,445
845,955
11
Total support (Add lines 7 through 10).
24,973,562
12
Gross receipts from related activities, etc. (see instructions)
..................
12
0
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here........................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
82.908 %
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
73.482 %
16a
33 1/3% support test—2012.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2011.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2011.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2012
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
2012
Open to Public Inspection
Name of the organization
THE COOPER FOUNDATION INC
Employer identification number
22-2213715
Identifier
Return Reference
Explanation
Form 990, Part VI, Line 2
family/business relationships
MICHAEL L. HARTUNG & AMANDA HARTUNG - FAMILY RELATIONSHIP; JEFFREY BROWN & ANNE E. KOONS - FAMILY RELATIONSHIP
Form 990, Part VI, Line 6, 7a, & 7b
members or stockholders
COOPER HEALTH SYSTEM IS THE SOLE MEMBER OF THIS ORGANIZATION. COOPER HEALTH SYSTEM HAS THE RIGHT TO ELECT THE MEMBERS OF THIS ORGANIZATION'S BOARD OF TRUSTEES AND HAS CERTAIN RESERVED POWERS AS DEFINED IN THIS ORGANIZATION'S BYLAWS.
Form 990, Part VI, Line 11b
Form 990 Review Process
THE ORGANIZATIONS FEDERAL FORM 990 WAS MADE AVAILABLE TO EACH VOTING MEMBER OF THE ORGANIZATION'S GOVERNING BODY (ITS BOARD OF TRUSTEES) PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE (IRS). Prior to providing a copy of the Form 990 to each member of the governing body, the organization's Form 990 was provided to the organization's audit and ethics committee of the board of trustees of the Cooper Health System for review by its members. The bylaws of the board of trustees provide that this committee of the board review the annual federal tax return prior to filing. AS PART OF THE TAX RETURN PREPARATION PROCESS, THE ORGANIZATION HIRED A PROFESSIONAL CPA FIRM WITH EXPERIENCE AND EXPERTISE IN BOTH HEALTHCARE AND NOT-FOR-PROFIT TAX RETURN PREPARATION TO PREPARE THE FEDERAL FORM 990. THE CPA FIRMS TAX PROFESSIONALS WORKED CLOSELY WITH THE ORGANIZATIONS FINANCE PERSONNEL AND OTHER SENIOR MANAGEMENT MEMBERS OF THE ORGANIZATION AND THE SYSTEM TO OBTAIN THE INFORMATION NEEDED IN ORDER TO PREPARE A COMPLETE AND ACCURATE TAX RETURN. THE CPA FIRM PREPARED A DRAFT FEDERAL FORM 990 AND FURNISHED IT TO THE ORGANIZATIONS FINANCE PERSONNEL AND OTHER SENIOR MANAGEMENT MEMBERS FOR THEIR REVIEW. THE ORGANIZATIONS FINANCE PERSONNEL AND OTHER SENIOR MANAGEMENT MEMBERS REVIEWED THE DRAFT FEDERAL FORM 990 AND DISCUSSED QUESTIONS AND COMMENTS WITH THE CPA FIRM. REVISIONS WERE MADE TO THE DRAFT FEDERAL FORM 990 WHERE NECESSARY AND A FINAL DRAFT WAS FURNISHED BY THE CPA FIRM TO THE ORGANIZATIONS FINANCE PERSONNEL AND OTHER SENIOR MANAGEMENT MEMBERS FOR FURTHER REVIEW AND APPROVAL PRIOR TO THE FORM 990 PRESENTATION TO AND REVIEW BY THE MEMBERS OF THE COOPER HEALTH SYSTEM AUDIT AND ETHICS COMMITTEE.
Form 990, Part VI, Line 12c
Conflict of Interest Policy & Monitoring
THE ORGANIZATION IS AN AFFILIATE IN THE COOPER HEALTH SYSTEM ("SYSTEM"). THE ORGANIZATION AND THE SYSTEM REGULARLY MONITOR AND ENFORCE COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY. ANNUALLY, ALL MEMBERS OF THE BOARD OF TRUSTEES, OFFICERS AND SENIOR MANAGEMENT PERSONNEL ARE REQUIRED TO REVIEW THE EXISTING CONFLICT OF INTEREST POLICY AND COMPLETE A QUESTIONNAIRE. THE COMPLETED QUESTIONNAIRES ARE RETURNED TO THE DIRECTOR OF COMPLIANCE AND REVIEWED WITH INTERNAL AUDIT, THE FINANCE DEPARTMENT, AND GENERAL COUNSEL. BOTH DATA AND A SUMMARY ARE PRESENTED TO THE SYSTEM'S AUDIT AND ETHICS COMMITTEE FOR THEIR REVIEW AND DISCUSSION. THE ORGANIZATION'S COMPLIANCE AND LEGAL DEPARTMENTS HAVE DEVELOPED PROCESSES TO REVIEW AND PRESENT POTENTIAL CONFLICTS TO THE AUDIT AND ETHICS COMMITTEE.
Form 990, Part VI, Line 15a & Line 15b
Process for Determining Compensation
THE ORGANIZATION IS AN AFFILIATE IN A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM. THIS FILING ORGANIZATION ITSELF HAS NO PAID SENIOR MANAGEMENT PERSONNEL RECEIVING COMPENSATION DIRECTLY FROM THIS ORGANIZATION. RATHER, KEY SENIOR MANAGEMENT PERSONNEL ARE EMPLOYED BY THE TAX-EXEMPT HOSPITAL WITHIN THE HEALTHCARE SYSTEM. HOWEVER, THE COMPENSATION AND BENEFITS OF THESE INDIVIDUALS ARE SHOWN ON THIS TAX RETURN BECAUSE THEY ARE ALSO EITHER OFFICERS OR BOARD MEMBERS OF THIS ORGANIZATION. ACCORDINGLY, THE HOSPITAL'S BOARD OF TRUSTEES HAS AN EXECUTIVE COMMITTEE ("COMMITTEE") AND AN INDEPENDENT AUDIT AND ETHICS COMMITTEE THAT ARE CHARGED BY THE BOARD OF TRUSTEES WITH REVIEWING EXECUTIVE COMPENSATION AND OBTAINING AN INDEPENDENT COMPENSATION SURVEY AND REASONABLENESS OPINION FOR COMPARISON, RESPECTIVELY. THE COMMITTEE, IN ACCORDANCE WITH COOPER'S BYLAWS AND BENEFITS, POLICIES AND PLANS, EVALUATES AND APPROVES COMPENSATION AND BENEFITS OF THE ORGANIZATION'S SENIOR MANAGEMENT INCLUDING THE PRESIDENT/CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER THE COMMITTEE REVIEWS THE "TOTAL COMPENSATION" OF THE INDIVIDUALS WHICH IS INTENDED TO INCLUDE BOTH CURRENT AND DEFERRED COMPENSATION AND ALL EMPLOYEE BENEFITS, BOTH QUALIFIED AND NON-QUALIFIED. THE COMMITTEE'S REVIEW IS DONE ON AT LEAST AN ANNUAL BASIS AND ENSURES THAT THE "TOTAL COMPENSATION" OF SENIOR MANAGEMENT OF THE ORGANIZATION IS REASONABLE. WE BELIEVE THAT THE ACTIONS TAKEN BY THE COMMITTEE IN CONJUNCTION WITH THE AUDIT AND ETHICS COMMITTEE ENABLE THE ORGANIZATION TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS FOR PURPOSES OF INTERNAL REVENUE CODE SECTION 4958 WITH RESPECT TO THE TOTAL COMPENSATION OF CERTAIN MEMBERS OF THE SENIOR MANAGEMENT TEAM, INCLUDING THE PRESIDENT/CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER. THE THREE FACTORS WHICH MUST BE SATISFIED IN ORDER TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS ARE THE FOLLOWING: 1. THE COMPENSATION ARRANGEMENT IS APPROVED IN ADVANCE BY AN "AUTHORIZED BODY" OF THE APPLICABLE TAX-EXEMPT ORGANIZATION WHICH IS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A "CONFLICT OF INTEREST" WITH RESPECT TO THE COMPENSATION ARRANGEMENT, 2. THE AUTHORIZED BODY OBTAINED AND RELIED UPON "APPROPRIATE DATA AS TO COMPARABILITY" PRIOR TO MAKING ITS DETERMINATION, AND 3. THE AUTHORIZED BODY "ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETERMINATION" CONCURRENTLY WITH MAKING THAT DETERMINATION. THE AUDIT AND ETHICS COMMITTEE IS COMPRISED ENTIRELY OF MEMBERS WHO ARE INDEPENDENT AND ARE FREE FROM ANY CONFLICT OF INTEREST. THE AUDIT AND ETHICS COMMITTEE RETAINS AN INDEPENDENT COMPENSATION SURVEY FIRM TO PROVIDE A WRITTEN COMPENSATION STUDY OF RANGES OF EXECUTIVE SALARIES BASED ON COMPARABLE HEALTHCARE ORGANIZATIONS. THE AUDIT AND ETHICS COMMITTEE ENSURES THE INDEPENDENCE OF THE SURVEY FIRM AND ITS REPORT, REVIEWS THE REPORT, WHICH INCLUDES THE RANGES RECOMMENDED BY THE INDEPENDENT FIRM BASED UPON MARKET DATA, AND FOLLOWING THIS REVIEW, THE AUDIT AND ETHICS COMMITTEE, AS APPROPRIATE, RECOMMENDS TO THE EXECUTIVE COMMITTEE THAT THE SALARY RANGES DOCUMENTED BY THE INDEPENDENT COMPENSATION SURVEY FIRM BE USED AS RANGES TO DETERMINE ACTUAL COMPENSATION TO SENIOR MANAGEMENT. THE EXECUTIVE COMMITTEE EVALUATES PERFORMANCE OF EXECUTIVES, INCLUDING PRESIDENT/CHIEF EXECUTIVE OFFICER, CHIEF OPERATION OFFICER AND CHIEF FINANCIAL OFFICER. THE EXECUTIVE COMMITTEE RELIES UPON THE APPROPRIATE COMPARABLE DATA AS ACCEPTED BY THE AUDIT AND ETHICS COMMITTEE, WHICH IS A WRITTEN COMPENSATION STUDY AND REASONABLENESS OPINION FROM AN INDEPENDENT FIRM WHICH SPECIALIZES IN THE REVIEWING OF HOSPITAL AND HEALTH CARE SYSTEM EXECUTIVE COMPENSATION AND BENEFITS THROUGHOUT THE UNITED STATES. THIS STUDY USED COMPARABLE GEOGRAPHIC AND DEMOGRAPHIC MARKET DATA INCLUDING BUT NOT LIMITED TO SIMILAR SIZED HOSPITALS, NUMBER OF LICENSED BEDS AND NET PATIENT SERVICE REVENUE. THE EXECUTIVE COMMITTEE ADEQUATELY DOCUMENTS ITS BASIS FOR ITS EXECUTIVE COMPENSATION DETERMINATIONS THROUGH THE TIMELY PREPARATION OF WRITTEN MINUTES OF THE EXECUTIVE COMMITTEE MEETINGS DURING WHICH THE EXECUTIVE COMPENSATION AND BENEFITS WAS REVIEWED AND SUBSEQUENTLY APPROVED. THE ACTIONS OUTLINED ABOVE WITH RESPECT TO THE EXECUTIVE COMMITTEE AND THE AUDIT AND ETHICS COMMITTEE AND THE ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS ONLY APPLIES TO CERTAIN SENIOR MANAGEMENT PERSONNEL, INCLUDING BUT NOT LIMITED TO THE PRESIDENT/CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER AND OTHER EMPLOYEES WHO REPORT DIRECTLY TO THE PRESIDENT/CHIEF EXECUTIVE OFFICER. THE COMPENSATION AND BENEFITS FOR CHIEFS OF DEPARTMENTS MAY NOT EXCEED THE 75TH PERCENTILE OF ASSOCIATION OF AMERICAN MEDICAL COLLEGES (AAMC) BENCHMARK DATA WITHOUT SPECIFIC APPROVAL BY THE FINANCE COMMITTEE OF THE BOARD OF TRUSTEES. EMPLOYED PHYSICIAN SALARIES MAY NOT EXCEED THE 75TH PERCENTILE OF A BLENDED FORMULA OF 25% ACADEMIC AND 75% PRIVATE PRACTICE OF MEDICAL GROUP MANAGEMENT ASSOCIATION (MGMA) BENCHMARK DATA WITHOUT APPROVAL OF THE FINANCE COMMITTEE OF THE BOARD OF TRUSTEES. THE COMPENSATION AND BENEFITS OF ANY OTHER INDIVIDUALS CONTAINED IN THIS FORM 990 IS REVIEWED ANNUALLY BY THE PRESIDENT/CHIEF EXECUTIVE OFFICER WITH ASSISTANCE FROM THE ORGANIZATION'S HUMAN RESOURCES DEPARTMENT IN CONJUNCTION WITH THE INDIVIDUAL'S JOB PERFORMANCE DURING THE YEAR AND IS BASED UPON OTHER OBJECTIVE FACTORS DESIGNED TO ENSURE THAT REASONABLE AND FAIR MARKET VALUE COMPENSATION IS PAID BY THE ORGANIZATION. OTHER OBJECTIVE FACTORS INCLUDE MARKET SURVEY DATA FOR COMPARABLE POSITIONS, INDIVIDUAL GOALS AND OBJECTIVES, PERSONNEL REVIEWS, EVALUATIONS, SELF-EVALUATIONS AND PERFORMANCE FEEDBACK MEETINGS.
Form 990, Part VI, Line 19
How Documents are made available to the public
THE ORGANIZATION'S FILED CERTIFICATE OF INCORPORATION AND ANY AMENDMENTS CAN BE OBTAINED AND REVIEWED THROUGH THE STATE OF NEW JERSEY DEPARTMENT OF THE TREASURY. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY AND AUDITED FINANCIAL STATEMENTS WOULD BE MADE AVAILABLE TO THE PUBLIC AT MANAGEMENT'S DISCRETION.
Form 990, Part XI, Line 5
Reconciliation of Net Assets
Net unrealized gain on investments $725,665
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.