Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation
Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0052
2012
Open to Public Inspection
For calendar year 2012, or tax year beginning 12-01-2012 , and ending 11-30-2013
Name of foundation
OBERKOTTER FOUNDATION
 
% BRUCE A ROSENFIELD EXEC DI
Number and street (or P.O. box number if mail is not delivered to street address)1600 MARKET STREETc/o B ROSENFIELD EX DIRECTOR SuitRoom/suite
City or town, state, and ZIP code
PHILADELPHIA, PA191037286
A Employer identification number

23-2686151
B Telephone number (see instructions)

(215) 751-2601
C bullet
G Check all that apply:

D 1. bullet
2. bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$161,624,373J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 9,968,216
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 3,986,729 3,986,729  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 37,984,324
b Gross sales price for all assets on line 6a 71,431,932
7 Capital gain net income (from Part IV, line 2)... 37,984,324
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 275,693 54,569  
12 Total. Add lines 1 through 11........ 52,214,962 42,025,622  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 565,672 56,567   509,105
14 Other employee salaries and wages...... 544,209     544,209
15 Pension plans, employee benefits....... 88,665 2,480   86,185
16a Legal fees (attach schedule)......... Click to see attachment 21,700 10,850 0 10,850
b Accounting fees (attach schedule)....... Click to see attachment 47,436 0 0 47,436
c Other professional fees (attach schedule).... Click to see attachment 1,478,746 365,002   1,113,744
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 393,876 18,876    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 37,205     37,205
21 Travel, conferences, and meetings....... 248,430     248,430
22 Printing and publications.......... 232,749     232,749
23 Other expenses (attach schedule)....... Click to see attachment 173,616 95,600   78,016
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 3,832,304 549,375 0 2,907,929
25 Contributions, gifts, grants paid........ 16,297,410 16,266,160
26 Total expenses and disbursements. Add lines 24 and 25 20,129,714 549,375 0 19,174,089
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 32,085,248
b Net investment income (if negative, enter -0-) 41,476,247
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2012)
Form 990-PF (2012)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 2,657,719 12,865,674 12,865,674
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see page 15 of the
instructions)....................      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 77,956,920 Click to see attachment90,804,836 148,758,699
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 80,614,639 103,670,510 161,624,373
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment185,814 Click to see attachment1,799,719
23 Total liabilities (add lines 17 through 22).......... 185,814 1,799,719
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 80,428,825 101,870,791
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 80,428,825 101,870,791
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 80,614,639 103,670,510
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 80,428,825
2 Enter amount from Part I, line 27a..................... 2 32,085,248
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 125,409
4 Add lines 1, 2, and 3.......................... 4 112,639,482
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 10,768,691
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 101,870,791
Form 990-PF (2012)
Form 990-PF (2012)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a BBH - PUB TRADED SECURITIES P    
b GS - PUB TRADED SECURITIES P    
c HTC - PUB TRADED SECURITIES P    
d ST LOSS - GS TACS ENHANCED DIV P    
e LT GAIN - GS TACS ENHANCED DIV P    
ST LOSS - 1818 PARTNERS LP P    
LT GAIN - 1818 PARTNERS LP P    
ST LOSS - SPRUCEGROVE EQUITY P    
LT LOSS - SPRUCEGROVE EQUITY P    
ST LOSS - TRILOGY NONUS EQUITY P    
LT LOSS - TRILOGY NONUS EQUITY P    
ST GAIN - DYAMIC EQ MGERS PORT P    
LT GAIN - DYAMIC EQ MGERS PORT P    
LT GAIN - GS RE MEZZ PARTNERS P    
LT GAIN - GS VIN FUND V OS P    
ST LOSS - VONTOBEL NONUS EQUIT      
LT GAIN - VONTOBEL NONUS EQUIT P    
1250 GAIN - GS TACS P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 31,687,416   11,759,291 19,928,125
b 4,145,234   4,765,104 -619,870
c 35,599,282   18,143,559 17,455,723
d       -55,169
e       564,002
      -8,175
      454,386
      -1,688
      -4,934
      -1,345
      125,118
      8,862
      62,226
      3,030
      543
      -777
      74,074
      193
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       19,928,125
b       -619,870
c       17,455,723
d        
e        
       
       
       
       
       
       
       
       
       
       
       
       
       
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 37,984,324
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2011 13,136,102 133,191,867 0.098625
2010 19,013,605 131,522,223 0.144566
2009 16,652,261 125,547,529 0.132637
2008 20,118,411 110,967,649 0.1813
2007 23,022,927 177,849,325 0.129452
2 Total of line 1, column (d) ...................... 2 0.68658
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.137316
4 Enter the net value of noncharitable-use assets for 2012 from Part X, line 5..... 4 149,092,651
5 Multiply line 4 by line 3....................... 5 20,472,806
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 414,762
7 Add lines 5 and 6......................... 7 20,887,568
8 Enter qualifying distributions from Part XII, line 4.............. 8 19,174,089
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2012)
Form 990-PF (2012)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A” on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 829,525
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2............................ 3 829,525
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 829,525
6 Credits/Payments:
a 2012 estimated tax payments and 2011 overpayment credited to 2012 6a 434,459
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 600,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 1,034,459
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 204,934
11 Enter the amount of line 10 to be: Credited to 2013 estimated taxBullet204,934 Refunded Bullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? Click to see list of attachments....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
Yes
 
If “Yes,” attach a detailed description of the activities.Click to see attachment
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changesClick to see list of attachments....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.Click to see list of attachments
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletPA
    b
    If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2012 or the taxable year beginning in 2012 (see instructions for Part XIV)?
    If “Yes,” complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletwww.oberkotterfoundation.org
    14
    The books are in care ofbulletBRUCE A ROSENFIELD EXEC DIR Telephone no.bullet (215) 751-2601
    Located atbullet1600 MARKET ST STE 3600PHILADELPHIAPA ZIP+4bullet191037286
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16
    At any time during calendar year 2012, did the foundation have an interest in or a signature or other authority over
    a bank, securities, or other financial account in a foreign country? .................
    16
     
    No
    See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check “No”
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2012?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2012, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2012?...............
    If “Yes,” list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer “No” and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If “Yes,” did it have excess business holdings in 2012 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2012.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2012?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
    Yes
     
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    Mildred L OberkotterClick to see attachment TRUSTEE
    10.0     		0 0 0
    1600 MARKET STREET
    PHILADELPHIA,PA191037286
    Bruce RosenfieldClick to see attachment TRUSTEE & EXECUTIVE DIRECTOR
    25.0     		350,000 0 0
    1600 MARKET STREET
    PHILADELPHIA,PA191037286
    David PiersonClick to see attachment TRUSTEE
    10.0     		50,000 0 0
    1600 MARKET STREET
    PHILADELPHIA,PA191037286
    Amy NewnamClick to see attachment Assoc. Exec. Director
    40.0     		165,672 8,145 6,057
    1600 MARKET STREET
    PHILADELPHIA,PA19103
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE.”
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    CARIANNE MUSEClick to see attachment DIR. FAM ENGAGEMENT
    40.0     		172,000 0 0
    1600 MARKET ST STE 3600
    PHILADELPHIA,PA19103
    MARY ELLEN NEVINSClick to see attachment SR. STRAT PROF DEV
    32.0     		138,667 0 0
    1600 MARKET ST STE 3600
    PHILADELPHIA,PA19103
    KATHY SUSSMANClick to see attachment LSL PROGRAM ADVISOR
    24.0     		102,996 10,026 1,625
    1600 MARKET ST STE 3600
    PHILADELPHIA,PA19103
    JOY KEARNSClick to see attachment DEP. STRAT PROF DEV
    32.0     		64,000 5,082 600
    1600 MARKET ST STE 3600
    PHILADELPHIA,PA19103
    ROSANNE DIMARTINOClick to see attachment EXECUTIVE ASSISTANT
    40.0     		57,952 4,582 0
    1600 MARKET ST STE 3600
    PHILADELPHIA,PA19103
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    GREAT LAKES INTEGRATED PRINTING & DISTRIB. 232,749
    PO BOX 74155-S
    CLEVELAND,OH44194
    The Mom Complex marketing 198,625
    One Shockoe Plaza
    RICHMOND,VA23219
    Learning Innovation Associates Inc consult. prof learn 167,466
    13033 Twisted Oak Road
    OKLAHOMA CITY,OK73120
    MARTIN SUSSMAN MATERIAL DISTRB MGMT 132,804
    PO BOX 50215
    PALO ALTO,CA94303
    DeMoss Consulting LLC consult. prof learn 130,000
    10802 Quail Plaza Ste 116
    OKLAHOMA CITY,OK73120
    Total number of others receiving over $50,000 for professional services.............bullet3
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1 LISTENING AND SPOKEN LANGUAGE SUPPORT FOR SERVICES TO CHILDREN AND FAMILIES (SEE ATTACHED STATEMENT) 14,519,137
    2 LISTENING AND SPOKEN LANGUAGE SUPPORT FOR PROFESSIONAL LEARNING OPPORTUNITIES (SEE ATTACHED STATEMENT) 3,657,151
    3  
    4  
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3..........................bullet  
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    145,733,348
    b
    Average of monthly cash balances.......................
    1b
    5,629,749
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    151,363,097
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    151,363,097
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see
    instructions) .............................
    4
    2,270,446
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    149,092,651
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    7,454,633
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    7,454,633
    2a
    Tax on investment income for 2012 from Part VI, line 5......
    2a
    829,525
    b
    Income tax for 2012. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    829,525
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    6,625,108
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    6,625,108
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    6,625,108
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    19,174,089
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    0
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
    0
    b
    Cash distribution test (attach the required schedule) .................
    3b
    0
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    19,174,089
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    19,174,089
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2011     		(c)
    2011     		(d)
    2012
    1 Distributable amount for 2012 from Part XI, line 7 6,625,108
    2 Undistributed income, if any, as of the end of 2012:
    a Enter amount for 2011 only....... 0
    b Total for prior years:2010, 2009, 2008 0
    3 Excess distributions carryover, if any, to 2012:
    a From 2007....... 13,988,064
    b From 2008....... 14,488,528
    c From 2009....... 10,190,704
    d From 2010....... 12,731,910
    e From 2011....... 6,629,864
    fTotal of lines 3a through e......... 58,029,070
    4Qualifying distributions for 2012 from Part
    XII, line 4: bullet$ 19,174,089
    a Applied to 2011, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		 
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		 
    d Applied to 2012 distributable amount..... 6,625,108
    e Remaining amount distributed out of corpus 12,548,981
    5 Excess distributions carryover applied to 2012.    
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 70,578,051
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2011. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2012. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2013 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		9,968,216
    8Excess distributions carryover from 2007 not
    applied on line 5 or line 7 (see instructions) ...     		4,019,848
    9Excess distributions carryover to 2013.
    Subtract lines 7 and 8 from line 6a ......     		56,589,987
    10 Analysis of line 9:
    a Excess from 2008.... 14,488,528
    b Excess from 2009.... 10,190,704
    c Excess from 2010.... 12,731,910
    d Excess from 2011.... 6,629,864
    e Excess from 2012.... 12,548,981
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2012, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2012 (b) 2011 (c) 2010 (d) 2009
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ....     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets” alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment” alternative test— enter 2⁄3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support” alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    MILDRED L OBERKOTTER
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    NONE
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    AG Bell Assoc for the Deaf and Hard of Hearing
    3417 Volta Place NW
    Washington,DC200072778     		  PC - 509(a)(2) LSL Support - General 1,400,032
    Atlanta Speech School
    3160 Northside Parkway NW
    Atlanta,GA30327     		  PC - 509(a)(1) LSL Support - Services for Children 150,000
    Auditory-Oral School of New York
    3321 Avenue M
    Brooklyn,NY11210     		  PC - 509(a)(1) LSL Support - Services for Children 875,000
    Buffalo Hearing and Speech Center
    50 E North Street
    Buffalo,NY14203     		  PC - 509(a)(1) LSL Support - Services for Children 70,000
    The Carle Foundation
    611 W Park Street
    Urbana,IL61801     		  PC - 509(a)(1) LSL Support - Services for Children 75,000
    Childaid - CORAL
    917 SW Oak St Suite 208
    Portland,OR97205     		  PC - 509(a)(1) LSL Support - Services for Children 59,000
    Child's Voice
    180 Hansen Court
    Wood Dale,IL60191     		  PC - 509(a)(1) LSL Support - Services for Children 650,000
    Children's Hospital of Philadelphia
    34th St and Civic Center Blvd
    Philadelphia,PA19104     		  PC - 509(a)(1) LSL Support - Services for Children 542,710
    Clarke School for the Deaf
    47 Round Hill Road
    Northhampton,MA010602199     		  PC - 509(a)(1) LSL Support - Services for Children 2,832,805
    Desert Voices
    3426 East Shea Blvd
    Phoenix,AZ850283327     		  PC - 509(a)(1) LSL Support - Services for Children 107,500
    Fontbonne University
    6800 Wydown Blvd
    St Louis,MO631053098     		  PC - 509(a)(1) LSL Support - Professional Learning 532,862
    Jean W Peninsula Oral School for the Deaf
    3518 Jefferson Ave
    Redwood City,CA94062     		  PC - 509(a)(1) LSL Support - Services for Children 769,438
    CCHAT Center Sacramento
    3518 Jefferson Ave
    Redwood City,CA94062     		  PC - 509(a)(1) LSL Support - Organizational Capacity Building 650,000
    Hands and Voices of Pennsylvania
    PO Box 15063
    Pittsburgh,PA15237     		  PC - 509(a)(1) LSL Support - Services for Children 8,000
    HEAR in New Hampshire
    1650 Elm Street Suite 303
    Manchester,NH03101     		  PC - 509(a)(1) LSL Support - Services for Children 100,845
    Hear ME Now
    PO Box 896
    Portland,ME04104     		  PC - 509(a)(1) LSL Support - Services for Children 187,551
    Hearts for Hearing Foundation
    3525 N W 56th St Suite A-150
    Oklahoma City,OK73112     		  PC - 509(a)(1) LSL Support - Services for Children 285,000
    HOPE School
    310 N Riverpoint Blvd Box V
    Spokane,WA99202     		  PC - 509(a)(1) LSL Support - Services for Children 116,250
    John Tracy Clinic
    806 W Adams Blvd
    Los Angeles,CA900072505     		  PC - 509(a)(1) LSL Support - Services for Children 12,000
    LaSalle University
    1900 West Olney Avenue
    Philadelphia,PA19141     		  PC - 509(a)(1) LSL Support - Professional Learning 52,800
    Listen and Talk
    8610 8th Avenue NE
    Seattle,WA98115     		  PC - 509(a)(1) LSL Support - Services for Children 678,446
    Listen Foundation Inc
    6950 E Belleview Ave Ste 203
    Greenwood Village,CO80120     		  PC - 509(a)(1) LSL Support - Services for Children 25,000
    Magnolia Speech School for the Deaf
    733 Flag Chapel Road
    Jackson,MS39209     		  PC - 509(a)(1) LSL Support - Services for Children 331,780
    Mayo Clinic
    200 First Street SW
    Rochester,MN55905     		  PC - 509(a)(2) Research 98,406
    Castle
    5501 Fortunes ridge drive suite a
    durham,NC27713     		  PC - 509(a)(1) LSL Support - Services for Children 165,398
    Memphis Oral School for the Deaf
    7901 Poplar Ave
    Germantown,TN38138     		  PC - 509(a)(1) LSL Support - Services for Children 275,000
    Montreal Oral School for the Deaf
    4760 St Catherine Street West
    Westmount,QUH3Z 1S5
    CA     		  Canadian Charity LSL Support - Services for Children 31,250
    The Moog Center for Deaf Education
    12300 South Forty Drive
    St Louis,MO63141     		  PC - 509(a)(1) LSL Support - Services for Children 462,600
    New Orleans Oral School
    4000 West Esplanade Avenue
    Metairie,LA70002     		  PC - 509(a)(1) LSL Support - Services for Children 231,945
    No Limits Theater Group
    9801 Washington Blvd 2nd Flr
    Culver City,CA90232     		  PC - 509(a)(1) LSL Support - Mainstream Services 100,000
    Northern Voices
    1600 West County Road B
    Roseville,MN551131714     		  PC - 509(a)(1) LSL Support - Services for Children 283,821
    Ohio Valley Voices
    6642 Branch Hill Guinea
    Loveland,OH45140     		  PC - 509(a)(1) LSL Support - Services for Children 316,806
    OPTION Schools Inc
    11205 Wright Circle Suite 140
    Omaha,NE68144     		  PC - 509(a)(2) LSL Support - General 66,360
    Oralingua School for the Hearing Impaired Inc
    7056 South Washington Ave
    Whittier,CA906021415     		  PC - 509(a)(1) LSL Support - Services for Children 100,000
    Presbyterian Ear Institute
    415 Cedar St SE
    Albuquerque,NM87106     		  PC - 509(a)(1) LSL Support - Services for Children 238,082
    St Joseph Institute for the Deaf - Indianapolis
    1809 Clarkson Rd
    St Louis,MO630175065     		  PC - 509(a)(1) LSL Support - Services for Children 249,966
    St Joseph Institute for the Deaf - St Louis
    1809 Clarkson Rd
    St Louis,MO630175065     		  PC - 509(a)(1) LSL Support - Services for Children 321,743
    Smith College
    Graduate Teacher Education Program
    Northhampton,MA01063     		  PC - 509(a)(1) LSL Support - Professional Learning 406,852
    Training and Advocacy Group (TAG)
    11693 San Vicente Blvd 539
    Los Angeles,CA90049     		  PC - 509(a)(1) LSL Support - Mainstream Services 123,106
    Tucker-Maxon Oral School
    2860 SE Holgate Blvd
    Portland,OR97202     		  PC - 509(a)(1) LSL Support - Services for Children 414,629
    University of Akron Foundation
    302 Buchtel Mall
    Akron,OH44325     		  PC - 509(a)(1) LSL Support - Services for Children 100,000
    University of Central Florida Foundation Inc
    12424 Research Parkway Suite 250
    Orlando,FL32826     		  PC - 509(a)(1) LSL Support - Services for Children 72,000
    University of North Carolina at Chapel Hill
    Division of Speech and Hearing Scie
    Chapel Hill,NC275997190     		  PC - 509(a)(1) LSL Support - Professional Learning 95,000
    University of Southern Mississippi
    118 College Drive 5092
    Hattiesburg,MS394060001     		  PC - 509(a)(1) LSL Support - Professional Learning 48,309
    University of South Florida Inc
    4202 E Fowler Ave ALC100
    Tampa,FL336205455     		  PC - 509(a)(1) LSL Support - Services for Children 74,932
    Univ of TX Health Science Center at San Antonio
    School of Health Professions 7703
    San Antonio,TX782293900     		  PC - 509(a)(1) LSL Support - Professional Learning 99,750
    Utah State University
    2880 Old Main Hill
    Logan,UT84322     		  PC - 509(a)(1) LSL Support - Professional Learning 448,733
    Vanderbilt University Medical Center
    1215 21st Ave S 8310 Med Ctr E
    Nashville,TN37232     		  PC - 509(a)(1) LSL Support - Professional Learning 489,282
    Washington University School of Medicine
    660 S Euclid Ave Campus Box 804
    St Louis,MO63110     		  PC - 509(a)(1) LSL Support - Professional Learning 471,421
    Total .................................bullet 3a 16,297,410
    bApproved for future payment
    AG Bell Assoc for the Deaf and Hard of Hearing
    3417 Volta Place NW
    Washington,DC200072778     		  PC - 509(a)(2) LSL Support - General 2,313,415
    Atlanta Speech School
    3160 Northside Parkway NW
    Atlanta,GA30327     		  PC - 509(a)(1) LSL Support - Services for Children 230,000
    Auditory Oral School of New York
    3321 Avenue M
    Brooklyn,NY11210     		  PC - 509(a)(1) LSL Support - Services for Children 1,500,000
    Bergen County Special Services District
    41 East Center Street
    Midland Park,NJ07432     		  PC - 509(a)(1) LSL Support - Services for Children 292,500
    Buffalo Hearing & Speech Center
    50 E North Street
    Buffalo,NY14203     		  PC - 509(a)(1) LSL Support - Services for Children 87,500
    Carle Auditory Oral School
    611 W Park Street
    Urbana,IL61801     		  PC - 509(a)(1) LSL Support - Services for Children 43,750
    CASTLE
    5501 Fortunes Ridge Drive suite A
    Durham,NC27713     		  PC -509(A)(1) General Support 131,250
    CCHAT Sacramento
    11100 Coloma Rd
    Rancho Cordova,CA95670     		  PC - 509(a)(1) LSL Support - Services for Children 587,500
    Child Aid
    917 SW Oak St Suite 208
    Portland,OR97205     		  PC - 509(a)(1) LSL Support - Services for Children 199,000
    Child's Voice
    180 Hansen Court
    Wood Dale,IL60191     		  PC - 509(a)(1) LSL Support - Services for Children 725,000
    Clarke Schools for Hearing and Speech
    47 Round Hill Road
    Northhampton,MA010602199     		  PC - 509(a)(1) LSL Support - Services for Children 2,360,000
    Desert Voices
    3426 East Shea Blvd
    Phoenix,AZ850283327     		  PC - 509(a)(1) LSL Support - Services for Children 43,750
    Fontbonne University
    6800 Wydown Blvd
    St Louis,MO631053098     		  PC - 509(a)(1) LSL Support - Professional Learning 253,308
    Foundation for Hearing Research
    3518 Jefferson Ave
    Redwood City,CA940623136     		  PC - 509(a)(1) LSL Support - Services for Children 1,377,850
    Hands & Voices of Pennsylvania
    PO Box 15063
    Pittsburgh,PA15237     		  PC - 509(a)(1) LSL Support - Services for Children 4,000
    Hands & Voices
    PO Box 15063
    Pittsburgh,PA15237     		  PC - 509(a)(1) LSL Support - Services for Children 85,000
    HEAR in New Hampshire
    1650 Elm Street Suite 303
    Manchester,NH03101     		  PC - 509(a)(1) LSL Support - Services for Children 73,500
    Hear ME Now
    PO Box 896
    Portland,ME04104     		  PC - 509(a)(1) LSL Support - Services for Children 112,500
    Hearts for Hearing
    3525 N W 56th St Suite A-150
    Oklahoma City,OK73112     		  PC - 509(a)(1) LSL Support - Services for Children 827,740
    HOPE School
    310 N Riverpoint Blvd Box V
    Spokane,WA99202     		  PC - 509(a)(1) LSL Support - Services for Children 116,250
    LaSalle University
    1900 West Olney Avenue
    Philadelphia,PA19141     		  PC - 509(a)(1) LSL Support - Professional Learning 17,600
    Listen and Talk
    8610 8th Avenue NE
    Seattle,WA98115     		  PC - 509(a)(1) LSL Support - Services for Children 602,500
    Listen Foundation Inc
    6950 E Belleview Ave Ste 203
    Greenwood Village,CO80120     		  PC - 509(a)(1) LSL Support - Services for Children 75,000
    Magnolia Speech School for the Deaf
    733 Flag Chapel Road
    Jackson,MS39209     		  PC - 509(a)(1) LSL Support - Services for Children 180,890
    Mayo Clinic
    200 First Street SW
    Rochester,MN55905     		  PC - 509(a)(2) Research 250,000
    Memphis Oral School for the Deaf
    7901 Poplar Ave
    Germantown,TN38138     		  PC - 509(a)(1) LSL Support - Services for Children 200,000
    Montreal Oral School for the Deaf Inc
    4760 St Catherine Street West
    Westmount,QUH3Z 1S5
    CA     		  Canadian Charity LSL Support - Services for Children 26,250
    New Orleans Oral School
    4000 West Esplanade Avenue
    Metairie,LA70002     		  PC - 509(a)(1) LSL Support - Services for Children 157,500
    No Limits
    9801 Washington Blvd 2nd Flr
    Culver City,CA90232     		  PC - 509(a)(1) LSL Support - Mainstream Services 100,000
    Northern Voices
    1600 West County Road B
    Roseville,MN551131714     		  PC - 509(a)(1) LSL Support - Services for Children 325,000
    Ohio Valley Voices
    6642 Branch Hill Guinea
    Loveland,OH45140     		  PC - 509(a)(1) LSL Support - Services for Children 369,800
    OPTION Schools Inc
    11205 Wright Circle Suite 140
    Omaha,NE68144     		  PC - 509(a)(2) LSL Support - General 33,783
    Presbyterian Ear Institute
    415 Cedar St SE
    Albuquerque,NM87106     		  PC - 509(a)(1) LSL Support - Services for Children 275,000
    Smith College
    Graduate Teacher Education Program
    Northhampton,MA01063     		  PC - 509(a)(1) LSL Support - Professional Learning 609,700
    St Joseph Institute for the Deaf-Indianapolis
    1809 Clarkson Rd
    St Louis,MO630175065     		  PC - 509(a)(1) LSL Support - Services for Children 291,066
    St Joseph Institute for the Deaf
    1809 Clarkson Rd
    St Louis,MO630175065     		  PC - 509(a)(1) LSL Support - Services for Children 456,250
    TAG Training and Advocacy Group
    11693 San Vicente Blvd 539
    Los Angeles,CA90049     		  PC - 509(a)(1) LSL Support - Mainstream Services 42,315
    The Children's Hospital of Philadelphia (CHOP)
    34th St and Civic Center Blvd
    Philadelphia,PA19104     		  PC - 509(a)(1) LSL Support - Services for Children 160,121
    The Moog Center for Deaf Education
    12300 South Forty Drive
    St Louis,MO63141     		  PC - 509(a)(1) LSL Support - Services for Children 487,500
    The Tucker-Maxon Oral School
    2860 SE Holgate Blvd
    Portland,OR97202     		  PC - 509(a)(1) LSL Support - Services for Children 306,250
    University of Akron Foundation
    302 Buchtel Mall
    Akron,OH44325     		  PC - 509(a)(1) LSL Support - Services for Children 50,000
    University of South Florida Foundation Inc
    4202 E Fowler Ave ALC100
    Tampa,FL336205455     		  PC - 509(a)(1) LSL Support - Services for Children 37,466
    University of Southern California
    1520 San Pablo St suite 4600
    Los Angeles,CA900039411     		  PC - 509(a)(1) LSL Support - Professional Learning 298,560
    Univ of TX Health Science Center at San Antonio
    School of Health Professions 7703
    San Antonio,TX782293900     		  PC - 509(a)(1) LSL Support - Professional Learning 79,800
    Utah State University
    2880 Old Main Hill
    Logan,UT84322     		  PC - 509(a)(1) LSL Support - Professional Learning 508,224
    Vanderbilt University Medical Center
    1215 21st Ave S 8310 Med Ctr E
    south tower
    Nashville,TN37232     		  PC - 509(a)(1) LSL Support - Professional Learning 465,159
    Washington University School of Medicine
    660 S Euclid Ave Campus Box 804
    St Louis,MO63110     		  PC - 509(a)(1) LSL Support - Professional Learning 648,398
    Total .................................bullet 3b 18,417,945
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3Interest on savings and temporary cash investments          
    4 Dividends and interest from securities....     14 3,986,729  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8Gain or (loss) from sales of assets other than inventory     18 37,984,324  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aPREVIOUS GRANTS RETURNED TO FOUNDATION         221,124
    bLITIGATION PROCEEDS     01 12,024  
    cFROM PARTNERSHIPS     01 42,545  
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   42,025,622 221,124
    13Total. Add line 12, columns (b), (d), and (e)..................
    1342,246,746
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    11 GRANTS THAT HAVE BEEN RETURNED TO THE FOUNDATION FOR A VARIETY OF ACCEPTABLE REASONS.
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If “Yes,” complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    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. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2012)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    OMB No. 1545-0047
    2012
    Name of the organization
    OBERKOTTER FOUNDATION
     
    Employer identification number

    23-2686151
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......................... Arrow Bullet   $    
    Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
    Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
    Page 2
    Name of organization
    OBERKOTTER FOUNDATION
          		Employer identification number

    23-2686151
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    		     
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
     
     

    MILDRED L OBERKOTTER    
    1600 MARKET STREET STE 1600
       
    PHILADELPHIA, PA   19103

    		$2,493,842


    (Complete Part II if there is a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    2
     
     

    MILDRED L OBERKOTTER    
    1600 MARKET STREET STE 3600
       
    PHILADELPHIA, PA   19103

    		$2,500,334


    (Complete Part II if there is a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    3
     
     

    MILDRED L OBERKOTTER    
    1600 MARKET STREET STE 1600
       
    PHILADELPHIA, PA   19103

    		$1,999,234


    (Complete Part II if there is a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    4
     
     

    MILDRED L OBERKOTTER    
    1600 MARKET STREET STE 1600
       
    PHILADELPHIA, PA   19103

    		$675,000


    (Complete Part II if there is a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    5
     
     

    MILDRED L OBERKOTTER    
    1600 MARKET STREET STE 1600
       
    PHILADELPHIA, PA   19103

    		$2,299,806


    (Complete Part II if there is a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  


    (Complete Part II if there is a noncash contribution.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
    Page 3
    Name of organization
    OBERKOTTER FOUNDATION
          		Employer identification number

    23-2686151
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    		     
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    1
    		 30,300 shs UPS Cl B   $2,493,842 2013-01-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    2
    		 29,704 shs UPS Cl B   $2,500,334 2013-02-19
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    3
    		 23,782 shs UPS Cl B   $1,999,234 2013-03-22
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    5
    		 27,047 shs UPS Cl B   $2,299,806 2013-04-25
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
    Page 4
    Name of organization
    OBERKOTTER FOUNDATION
          		Employer identification number

    23-2686151
    Part III
    Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
    that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
    For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
    contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2012 AccountingFeesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 47,436     47,436

    TY 2012 ActyNotPreviouslyRptExpln
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Explanation:
    DURING THE FISCAL YEAR, THE OBERKOTTER FOUNDATION FORMED A SINGLE MEMBER LLC IN DELAWARE TO HOUSE THE FOUNDATION'S ACTIVITIES TO SUPPORT LISTENING AND SPOKEN LANGUAGE LEARNING OPPORTUNITIES FOR PROFESSIONALS WORKING WITH CHILDREN WHO ARE DEAF OR HARD OF HEARING AND THEIR FAMILIES. CURRENTLY KNOWN AS THE "PROFESSIONAL LEARNING CENTER, LLC" UNTIL BRANDING IS COMPLETE, THE CENTER WILL DELIVER A COMPREHENSIVE SYSTEM OF PROFESSIONAL PREPARATION AND ONGOING LEARNING AND SUPPORT TO PROFESSIONALS USING LISTENING AND SPOKEN LANGUAGE SKILLS AND KNOWLEDGE TO TEACH CHILDREN WHO ARE DEAF OR HARD OF HEARING. THE CENTER WILL INCORPORATE 21ST CENTURY TOOLS, TECHNIQUES AND PRACTICES INCLUDING PRE- AND IN-SERVICE ONLINE LEARNING AND TECHNOLOGY-ENABLED COACHING AND MENTORING. COMMUNIITIES OF PRACTICE WILL BE A PARTICULAR FOCUS OF THE CENTER AND WILL BE DEVELOPED AND SUPPORTED IN DIFFERENT WAYS. ALL EXPENSES ASSOCIATED WITH THE ADMINISTRATION OF THE CENTER ARE INCLUDED ON THIS RETURN AS PART OF THE FOUNDATION'S OVERALL BUDGET.

    TY 2012 CompensationExplanation
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Person Name Explanation
    Amy Newnam * THE EXECUTIVE DIRECTOR (BRUCE ROSENFIELD) AND THE ASSOCIATE EXECUTIVE DIRECTOR (AMY NEWNAM), REFERRED TO IN PART I, LINE 13 AND PART VIII, LINE 1, AND THE ADMINISTRATIVE ASSISTANT, REFERRED TO IN PART I, LINE 16C AND PART VIII, LINE 2, ARE PARTNERS OR EMPLOYEES OF THE LAW FIRM OF SCHNADER HARRISON SEGAL & LEWIS LLP ("SCHNADER"). THE OBERKOTTER FOUNDATION ("FOUNDATION") HAS CONTRACTED WITH SCHNADER TO LEASE A PERCENTAGE OF EACH INDIVIDUAL'S TIME FOR MATTERS RELATING TO THE ADMINISTRATION OF THE FOUNDATION. THE FOUNDATION PAYS ITS SHARE OF THE COMPENSATION AND RELATED EXPENSES, AS APPLICABLE, FOR EACH INDIVIDUAL AND SCHNADER ASSUMES THE APPROPRIATE PAYROLL RESPONSIBILITIES. THESE PAYMENTS TO SCHNADER ARE SEPARATE FROM THE PAYMENTS SHOWN AT PART I, LINE 16A FOR LEGAL AND OTHER ADMINISTRATIVE SUPPORT FEES.

    Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

    TY 2012 DepreciationSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included

    TY 2012 EmployeeCompensationExpln
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Employee Explanation
    ROSANNE DIMARTINO * THE FOUNDATION LEASES THE FOLLOWING EMPLOYEES FROM THE FOUNDATION FOR HEARING RESEARCH ORGANIZATION: KATHY SUSSMAN AND JOY KEARNS. The foundation pays its share of the compensation and related expenses, as applicable, for each individual and FOUNDATION FOR HEARING RESEARCH assumes the appropriate payroll responsibilities. ** FOUNDATION EMPLOYEE ROSANNE DIMARTINO IS AN EMPLOYEE OF THE LAW FIRM OF SCHNADER HARRISON SEGAL & LEWIS LLP ("SCHNADER"). THE OBERKOTTER FOUNDATION ("FOUNDATION") HAS CONTRACTED WITH SCHNADER TO LEASE A PERCENTAGE OF MS. DIMARTINO'S TIME FOR MATTERS RELATING TO THE ADMINISTRATION OF THE FOUNDATION. THE FOUNDATION PAYS ITS SHARE OF THE COMPENSATION AND RELATED EXPENSES, AS APPLICABLE, FOR MS. DIMARTINO AND SCHNADER ASSUMES THE APPROPRIATE PAYROLL RESPONSIBILITIES. THESE PAYMENTS TO SCHNADER ARE SEPARATE FROM THE PAYMENTS SHOWN AT PART I, LINE 16A FOR LEGAL AND OTHER ADMINISTRATIVE SUPPORT FEES.

    TY 2012 InvestmentsCorpStockSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Name of Stock End of Year Book Value End of Year Fair Market Value
    BROWN BROTHERS HARRIMAN-ATT 19 54,336,217 93,921,062
    HAVERFORD TRUST CO-ATTACHMT 19 26,067,370 41,793,861
    GOLDMAN SACHS-ATTACHMENT 19 10,401,249 13,043,776

    TY 2012 LandEtcSchedule2
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value


    TY 2012 LegalFeesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL AND ADMINISTRATIVE 21,700 10,850   10,850
    SUPPORT FEES        


    TY 2012 OtherDecreasesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Description Amount
    UPS STOCK - DIFFERENCE IN FMV AND COST 9,167,378
    GAINS AND LOSS FROM PASS THROUGHS 1,220,346
    INCOME FROM PASS THROUGHS 42,545
    DIVIDENDS AND INTEREST FROM PASS THROUGH 338,422


    TY 2012 OtherExpensesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    COMPUTER RELATED EXPENSES 30,475     30,475
    INSURANCE 44,489     44,489
    BANK FEES 130     130
    OFFICE SUPPLIES 2,244     2,244
    STATE REGISTRATION 15     15
    INVESTMENT EXPENSES 95,600 95,600    
    MISCELLANEOUS EXPENSES 663     663


    TY 2012 OtherIncomeSchedule2
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    PREVIOUS GRANTS RETURNED TO FOUNDATION 221,124    
    litigation proceeds 12,024 12,024  
    From Partnerships 42,545 42,545  


    TY 2012 OtherIncreasesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Description Amount
    EXPENSES/FEES - PASS THROUGH AMOUNTS 125,409


    TY 2012 OtherLiabilitiesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Description Beginning of Year - Book Value End of Year - Book Value
    OUTSTANDING CHECKS 185,814 1,799,719


    TY 2012 OtherProfessionalFeesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FILMS, MATERIALS & PR 344,929     344,929
    FOUNDATION ADMINISTRATION 133,313     133,313
    PROFESSIONAL LEARNING CONSLTS 635,502     635,502
    INVESTMENT MANAGEMENT 365,002 365,002    


    TY 2012 TaxesSchedule
    Name:
    OBERKOTTER FOUNDATION
    EIN: 23-2686151
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAX 375,000      
    FOREIGN TAXES ON DIVIDENDS 18,876 18,876