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. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INC
Employer identification number
91-2059167
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)
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 monetary support
Yes
No
Yes
No
Yes
No
(A)
CYSTIC FIBROSIS FOUNDATION
131930701
07
Yes
Yes
Yes
169,699,768
Total
169,699,768
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
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 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
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.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INC
Employer identification number
91-2059167
Return Reference
Explanation
Part VI, Section A, Line 7a (Page 6 Core Form)
Certain of the Organization's board members are designated by the Board of Trustees of the Cystic Fibrosis Foundation.
Part VI, Section B, Line 11b (Page 6 Core Form)
The Organization's Board of Directors receives a draft of the Form 990 prior to its being filed, with sufficient time for review and comment allowed. The Organization's ERISA attorneys review the executive compensation sections of the Form 990 to ensure completeness and accuracy. The Audit Committee also reviews the Form 990 as part of its chartered responsibilities. In all cases the cystic fibrosis foundation therapeutics board of directors received a complete copy of the final form 990 before it is filed.
Part VI, Section B, Line 12c (Page 6 Core Form)
A conflict of interest disclosure statement is completed annually by each Board member and officer. As required within the bylaws, any potential conflicts of interest must be reported to the Board as they arise. When any matter is deemed a potential conflict of interest and requires action by the Board of DIRECTORS, the interested director or officer is required to retire from the room in which the Board is meeting, may not participate in the final deliberation of the matter, and may not vote on the matter. The Organization enforced the policy during 2013 and had no conflicts of interest as defined by the policy.
Part VI, Section B, Line 15a and 15b (Page 6 Core Form)
The total compensation of executives at the Organization is specifically designed to attract and retain the highest qualified executive and medical talent to fulfill the critically important mission of curing cystic fibrosis and providing all people with the disease the opportunity to lead full, productive lives. Cystic Fibrosis Foundation Therapeutics, Inc. shares officers with Cystic Fibrosis Foundation, a related organization. The independent Compensation Committee of the CF Foundation's Board of Trustees follows the process described in the IRS intermediate sanctions rules when determining compensation for executives of the Organization. Specifically, the Committee: (1) Is composed entirely of non-employee volunteer directors who have no familial, business or significant personal relationships with the Organization or its executives. (2) Assesses the short-term and long-term contribution and performance of each executive in meeting very definitive and quantifiable objectives focused on the Organization's mission success. (3) Engages an independent compensation consulting firm to compile appropriate comparability data (including compensation market information for peers with whom the Organization competes for executive talent) for Committee reliance. The Committee meets with representatives of the consulting firm to review this data in detail. (4) Reviews all elements of each executive's total compensation, including but not limited to base salary, bonuses, perquisites, fringe benefits, and incentive and deferred compensation arrangements. Upon the executive's hire, and at each point in time thereafter at which a new or revised compensation arrangement is under consideration with respect to the executive, the Committee meets with its independent compensation consulting firm before the arrangement is implemented to evaluate the reasonableness of the arrangement by comparing both the arrangement itself and the executive's entire compensation package to compensation packages paid by similarly situated organizations for functionally comparable positions. (5) Documents, concurrently with its determination, the basis for its determination in the minutes of its meeting. These minutes are reviewed, revised if necessary and approved at the following meeting of the Committee. (6) Obtains a written legal opinion concerning the Committee's compliance with the IRS intermediate sanctions rules. The process described above was used to establish compensation for the following positions: President & CEO Executive Vice President, COO and Secretary Executive Vice President for Medical Affairs Executive Vice President & CFO The process was last undertaken in 2012 (and again in 2014).
Part VI, Section C, Line 19 (Page 6 Core Form)
The Form 1023 for the Organization was available on its website, CFF.org, and the Organization's website provides a direct link to its Form 990 on Guidestar.org. CFFT's governing documents (Bylaws and Articles of Incorporation) are available upon request by contacting the Organization in writing or by phone. Information on how to obtain the governing documents is available on the website, www.cff.org/Research/CFFT. The Board and Officer Conflict of Interest Policy and the audited financial statements are available on the website, www.cff.org/Research/CFFT.
FORM 990, PART VII, SECTION A
NAME AND TITLE CHRISTY SHAFFER, PH.D, CHAIR AVG HRS WORKED 5 HRS AVG HRS WORKED - RELATED 6 HRS POSITION INDIVIDUAL DIRECTOR REPORTABLE COMP FROM THE ORG NONE REPORTABLE COMP FROM RELATED ORG NONE EST. AMT OF OTHER COMP FROM THE ORG NONE NAME AND TITLE JASON M. ARYEH, DIRECTOR AVG HRS WORKED 3 HRS POSITION INDIVIDUAL DIRECTOR REPORTABLE COMP FROM THE ORG NONE REPORTABLE COMP FROM RELATED ORG NONE EST. AMT OF OTHER COMP FROM THE ORG NONE NAME AND TITLE STEVEN SHAK, M.D., DIRECTOR AVG HRS WORKED 3 HRS AVG HRS WORKED - RELATED 6 HRS POSITION INDIVIDUAL DIRECTOR REPORTABLE COMP FROM THE ORG NONE REPORTABLE COMP FROM RELATED ORG NONE EST. AMT OF OTHER COMP FROM THE ORG NONE NAME AND TITLE CATHERINE C. MCLOUD, DIRECTOR AVG HRS WORKED 3 HRS AVG HRS WORKED - RELATED 11 HRS POSITION INDIVIDUAL DIRECTOR REPORTABLE COMP FROM THE ORG NONE REPORTABLE COMP FROM RELATED ORG NONE EST. AMT OF OTHER COMP FROM THE ORG NONE NAME AND TITLE JONATHAN COHN, M.D., DIRECTOR AVG HRS WORKED 3 HRS POSITION INDIVIDUAL DIRECTOR REPORTABLE COMP FROM THE ORG NONE REPORTABLE COMP FROM RELATED ORG NONE EST. AMT OF OTHER COMP FROM THE ORG NONE NAME AND TITLE D. PAUL FLESSNER, DIRECTOR AVG HRS WORKED 3 HRS POSITION INDIVIDUAL DIRECTOR REPORTABLE COMP FROM THE ORG NONE REPORTABLE COMP FROM RELATED ORG NONE EST. AMT OF OTHER COMP FROM THE ORG NONE NAME AND TITLE ROBERT J. BEALL, PH.D, PRES/CEO AVG HRS WORKED 20 HRS AVG HRS WORKED - RELATED 40 HRS POSITION INDIVIDUAL DIRECTOR & OFFICER REPORTABLE COMP FROM THE ORG 364,564 REPORTABLE COMP FROM RELATED ORG 737,313 EST. AMT OF OTHER COMP FROM THE ORG 261,787 NAME AND TITLE PRESTON W. CAMPBELL, M.D., EXEC VP OF MEDICAL AFFAIRS AVG HRS WORKED 20 HRS AVG HRS WORKED - RELATED 40 HRS POSITION OFFICER REPORTABLE COMP FROM THE ORG 394,239 REPORTABLE COMP FROM RELATED ORG 796,908 EST. AMT OF OTHER COMP FROM THE ORG 202,914 NAME AND TITLE C. RICHARD MATTINGLY EXEC VP, COO AND SECRETARY AVG HRS WORKED 5 HRS AVG HRS WORKED - RELATED 55 HRS POSITION OFFICER REPORTABLE COMP FROM THE ORG NONE REPORTABLE COMP FROM RELATED ORG 752,470 EST. AMT OF OTHER COMP FROM THE ORG 220,754 NAME AND TITLE VERA H. TWIGG, EXEC VP & CFO AVG HRS WORKED 5 HRS AVG HRS WORKED - RELATED 55 HRS POSITION OFFICER REPORTABLE COMP FROM THE ORG NONE REPORTABLE COMP FROM RELATED ORG 486,851 EST. AMT OF OTHER COMP FROM THE ORG 91,349 NAME AND TITLE BRUCE MARSHALL, MD, SR. VP OF CLINICAL AFFAIRS AVG HRS WORKED 50 HRS POSITION HIGHEST COMPENSATED EMPLOYEE REPORTABLE COMP FROM THE ORG 379,325 REPORTABLE COMP FROM RELATED ORG NONE EST. AMT OF OTHER COMP FROM THE ORG 31,552 NAME AND TITLE THEODORE TORPHY, PH.D. HEAD OF RESEARCH STRATEGY AVG HRS WORKED 50 HRS POSITION HIGHEST COMPENSATED EMPLOYEE REPORTABLE COMP FROM THE ORG 215,600 REPORTABLE COMP FROM RELATED ORG NONE EST. AMT OF OTHER COMP FROM THE ORG NONE NAME AND TITLE MARTIN MENSE, PH.D, PRINCIPAL SCIENTIST FOR DRUG DISCOVERY AVG HRS WORKED 50 HRS POSITION HIGHEST COMPENSATED EMPLOYEE REPORTABLE COMP FROM THE ORG 182,563 REPORTABLE COMP FROM RELATED ORG NONE EST. AMT OF OTHER COMP FROM THE ORG 42,921 NAME AND TITLE HERMANN BIHLER, PH.D., SENIOR SCIENTIST AVG HRS WORKED 50 HRS POSITION HIGHEST COMPENSATED EMPLOYEE REPORTABLE COMP FROM THE ORG 146,553 REPORTABLE COMP FROM RELATED ORG NONE EST. AMT OF OTHER COMP FROM THE ORG 12,989 NAME AND TITLE CYNTHIA GEORGE, MDS, FNP, BC SR. DIR OF PaTIENT ENGAGEMENT AVG HRS WORKED 50 HRS POSITION HIGHEST COMPENSATED EMPLOYEE REPORTABLE COMP FROM THE ORG 127,454 REPORTABLE COMP FROM RELATED ORG NONE EST. AMT OF OTHER COMP FROM THE ORG 13,478 TOTAL REPORTABLE COMP FROM THE ORG 1,810,298 TOTAL REPORTABLE COMP FROM RELATED ORG 2,773,542 TOTAL EST. AMT OF OTHER COMP FROM THE ORG 877,744
FORM 990, PART VIII, LINE 5
CFFT retains legal and beneficial rights to intellectual property developed under certain scientific grants and drug discovery agreements. Royalties received under these agreements are recorded as revenue when they become due. In addition, at times CFFT may sell all or a portion of its royalty rights under certain of these agreements in exchange for a lump sum. Amounts received under these agreements are recorded as royalty revenue when rights are forfeited and proceeds are receivable. In May 2013, CFFT entered into an agreement to sell a portion of its future royalty revenue under one such drug discovery agreement. Royalty revenue incudes $247,900,946 relating to this transaction.
FORM 990, PART I, LINE 1
THE MISSION OF THE CYSTIC FIBROSIS FOUNDATION, A NONPROFIT DONOR SUPPORTED ORGANIZATION, IS TO CURE CYSTIC FIBROSIS AND TO PROVIDE ALL PEOPLE WITH THE DISEASE THE OPPORTUNITY TO LEAD FULL, PRODUCTIVE LIVES BY FUNDING RESEARCH AND DRUG DEVELOPMENT AND PROMOTING INDIVIDUALIZED TREATMENT.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.