csc.

CORPORATION SERVICE COMPANY

CSC - Wilmington Suite 400 2711 Centerville Road Wilmington DE 19808 800-927-9800 302-636-5454

To: DEPT. OF LAW OFFICE OF ATTY GENERAL, CHARITIES BUREAU From: Cathy C. Kelleher Date: August 11, 2011 Order4*: 875692-005 Re: AMERICANS FOR PROSPERITY Enclosed please find: XX Charitable Registration XX Renewal XX Check in the amount of $50.00. XX Other: XX Articles of Incorporation XX Bylaws XX IRS Determination Letter XX List of Board Members/Trustees XX IRS form 990 XX State Filing Responsibility List XX Audited Financial Statement XX State by State Registry Please XX XX XX take the following action: File with the state of NEW YORK on an expedited basis. Issue Proof of Filing. Please email confirmation to: ckellehe@cscinfo.com

SPECIAL INSTRUCTIONS: Please return all evidence of this filing to the above referenced address. Thank you for your assistance in this matter. If there are any problems or questions with this filing, please call our office.

D_^l
Form

C HAR500

Annual Filing for Charitable Organizations

New York State Department of Law (Office of the Attorney General) Charities Bureau - Registration Section 120 Broadway New York, NY 10271 http://www.charitiesnys.com

2 010

010 nd C AR 006)

1. General Information a. For the fiscal year beginning

(mnfddl)

01/01 I 2 0 1 0 and ending (mmlddI) 12/31/2010

d. Fed, employer ID no. (E1N) (#11 Ififfllfliffil)

b. Check if applicable for NYS: 1 c. Name of organization Americans

for Prosperity

75-3148958
e. NY State registration no.

0 Name change 0 Initial filing

El Final filing Amended filing
NY registration pending

20-86-70
Number and street (or P.O. box it mail not delivered to street address) Room/suite 1. Telephone number

0 0

2111 Wilson Blvd.

City or town, state or country and zip + 4

350

703 224-3200
g. Email

Arlington, VA 22201

1 csc_charitab1e@cscinfo.com

2. Certification - Two Signatures Required We certify under penalties of perjury that we reviewed this re e Stat correct and complete in accordance with th a. President orAuthorized Officer b. Chief Financial Officer or Treas. all attachments, and to the best of our knowledge and belief, they are true, 3,plicable to this report. 1J
Tim Phillips, President 'rinted Name Title ate

John Flynn,
Printed Name

3. Annual Report Exemption Information a. Article 7-A annual report exemption (Article 7-A registrants and dual registrants) Check if total contributions from NY State (including residents, foundations, corporations, government agencies, etc.) did not exceed $25,000 and the organization did not engage a professional fund raiser (P FR) or fund raising counsel (FRC).to solicit contributions during this fiscal year. NOTE: An organization may claim this exemption if no PFR or FRC was used and either: 1) it received an allocation from a federated fund, United Way or incorporated community appeal and contributions from other sources did not exceed $25,000 or 2) it received all or substantially all of its contributions from one government agency to which it submitted an annual report similar to that required by Article 7-A. if gross receipts did not exceed $25,000 and assets (market value) did not exceed $25,000 at any time during this fiscal year.
for dual registrants claiming the annual report

El

b. EPTL annual report exemption (EPTL registrants and dual registrants) Check ' For EPTL or Article-7A registrants claiming the annual report exemption under the one law under which they are registered and
Do not submit a

exemptions under both laws, simply complete part I (General information), part 2 (Certification) and part 3 (Annual Report Exemption Information) above.

fee, do not complete the following schedules and do

not submit any attachments to this form.

4. Article 7-A Schedules If you did not check the Article 7-A annual report exemption above, complete the following for this fiscal year: a. Did the organization use a professional fund raiser, fund raising counsel or commercial co-venturer for fund raising activity in NY State? . . * If "Yes", complete Schedule 4a. b. Did the organization receive government contributions (grants)? .......................................................... * If "Yes", complete Schedule 4b. 5. Fee Submitted: See last page for summary of fee requirements. Indicate the filing fee(s) you are submitting along with this form: a. Article 7-A filing fee ................................................ $ b. EPTL filing fee .................................................... $ c. Total fee ........................................................ $ Submit only one check or money order for the total fee, payable to "NYS Department of Law" Yes"

0 No

0 Yes" X No

6. Attachments - For organizations that are not claiming annual report exemptions under both laws, see last page for required attachments -,4-

CHAR500 - 2010

Schedule 4a: Professional Fund Raisers (PFR), Fund Raising Counsels (FRC), Commercial Co-Venturers (CCV)
If you checked the box in question 4.a. on page 1, complete the following schedule for each PER, FRC or CCV that the organization engaged for fund raising activity in NY State: 1. Type of fund raising professional (FRP): Professional fund raiser .......................................................................................... D Fund raising counsel ............................................................................................ Commercial co-venturer .......................................................................................... 2. Name ofFRP:

Number and street (or P.O. box if mail is not delivered to street address):

'1! /U&r*i )Q9'U5L(k ) StOi )

City or town, state or country and zip + 4:

tr1tJ# Z-V3 (L/

3. FRP telephone number:

4.

Services provided by FRP (provide description):

VV"C-S

5. Compensation arrangement with FRP (provide description): eo.t

tj.e e &r 0-68

'S

6. Dates of contract ............................. ...................

tzI OZ.j1YIo (mm(dd/yyyy)

through I (mm/dd/yyyy)
Ob

7. Amount paid to FRP .........................................................................$

8. If services were provided by a CCV, did the CCV provide the charitable organization with the interim report(s) required by 173-a. 3 of the Executive Law?

CHAR500 - 2010

Schedule 4b: Government Contributions (Grants) If you checked the box in question 4.b. on page 1, complete the following schedule for each government contribution (grant). Use additional copies of this page if necessary to list each government contribution (grant) separately.

Government Agency Name nla $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Total Government Contributions (Grants) $

Grant Amount

CHAR500 -20

ri

Americans for Prosperity

2111 Wilson Blvd., Suite 350 Arlington, VA 22201

Purpose: To educate and mobilize citizens interested in understanding and helping to solve America's most pressing problems.

!IIi'i liii NILI I1 i1, ;iJ IIIiiJ1 1111

2111 Wilson Boulevard, Suite 350 . Arlington, VA 22201 703.224.3200. Fax: 703.224.3201

BOARD OF DIRECTORS Art Pope Chairman Americans for Prosperity Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 Frayda Levy Director Americans for Prosperity Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 Jim Miller Director Americans for Prosperity Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 James Stephenson Director Americans for Prosperity Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200

OFFICERS Tim Phillips President Americans for Prosperity Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 John Flynn Secretary/Treasurer Americans for Prosperity Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 ALTERNATE ADDRESS FOR ALL: 807 Brazos Street, # 210 Austin, TX 78701-9996 (512) 476-5905

www.americansforprosperity.org

Responsibility Americans for Prosperity

Individual responsible for custody of funds: Steve Corder, Chief Financial Officer Americans for Prosperity 2111 Wilson Blvd., Suite 350 Arlington, VA 22201 Individual responsible for fundraising: Tim Phillips, President J.P. DeGance, Vice President, External Affairs Americans for Prosperity 2111 Wilson Blvd., Suite 350 Arlington, VA 22201 Individual authorized to sign checks: John Flynn, Secretary/Treasurer Steve Corder, Chief Financial Officer Individual responsible for distribution of funds: Steve Corder, Chief Financial Officer Americans for Prosperity 2111 Wilson Blvd., Suite 350 Arlington, VA 22201 Individual responsible for custody of financial records: Steve. Corder, Chief Financial Officer Americans for Prosperity 2111 Wilson Blvd., Suite 350 Arlington, VA 22201 Bank in which funds are deposited: Chain Bridge Bank, N.A., McLean, Virginia Account #2100104906 (703) 748-2005

-li'ill II N1iIi I1 II J 11111 III tI'

NATIONAL OFFICE 2111 Wilson Blvd. Suite 350 Arlington, VA 22201 Office: (703) 224-3200 Fax: (703) 224-3201 Toll Free: (866) 730-0150 STATE OPERATIONS: ARIZONA Tom Jenney One East Camelback Road Suite 550 Phoenix, AZ 85012 Office: (602) 478-0146 iennev(afphg.org ARKANSAS Teresa Oelke 1800 S. 52nd St., Ste. 300 Rogers, AR 72758 Office: (479) 531-9778 toe&e@afhq.org infoAR@afphg.org CALIFORNIA David Spady 2073 Santo Domingo Camarillo, CA 93012 Cell: (805) 427-4424 Office: (805) 384-4510 dspadv@afphg.org COLORADO Jeff Crank P0 Box 88003 Colorado Springs, CO 80908 Office: (719) 494-0797 Fax: (719) 495-5041 jcrank@afphg.org FLORIDA Slade O;Brien P.O. Box 185 Tallahassee, FL 32302 sobrien@afphg.org GEORGIA Virginia Galloway 44 Darby's Crossing Drive Suite 102-G Hiram, GA 30141 Office: (770) 315-4304 infoGA@afphg.org ILLINOIS Joe Calomino 118 N. Clinton Street Suite 140 Chicago, IL 60661 Office: (312) 768-2373 Fax: (312) 463-1341 jca1oniino@afphg.org KANSAS Derrick Sontag 2348 SW Topeka Suite 201 Topeka, KS 66611 Office: (785) 354-4237 Fax: (785) 354-4239 dsontag(afhg.org Wichita Office 151 Whittier Street Wichita, KS 67207 Office: (316) 681-4415 dsontag(afphg.org MA1E Carol Weston
infoME@afphg.org

MISSOURI Patrick Werner Office: (314) 780-7687 infoMO@afphg.org MONTANA Scott Sales 5200 Bostwick Road Bozeman, I\'IT 59715 Office: (406) 579-7994 ssa1es(aihg.org NEBRASKA Mike Friend infoNE@afphg.org IV M*141 V 6741 Adam Stryker 231 W. Charleston Blvd. #130 Las Vegas, NV 89102 Office: (702) 518-3660 infoNV@afphg.org NEW HAMPSHIRE Corey Lewandowski Cell: (202) 550-7839 clewandowski@afphg.org NEW JERSEY Steve Lonegan 24 River Road #205 Bogota, NJ 07603 Office: (201) 487- 8844 Fax: (201) 487- 8853 ccampbell@afphg.org NORTH CAROLINA Dallas Woodhouse 200 West Morgan Street Suite 100 Raleigh, NC 27601 Office: (919) 839-1011 Fax: (919) 839-1012 dwoodhouse@afphg.org

MARYLAND Charles Lollar

Office: (443) 994-9395 inf6Iv1Dafp1g.org MICHIGAN

Scott Hagerstrom 222 W Genesee Lansing, Ml 48933 Office: (517) 410-8359 Fax: (517) 827-0603 shagerstrom@afphg.org

OmO Rebecca Heimlich Office: (513) 703-6227 rheimlich@afphg.org OKLAHOMA Stuart Jolly 1050 East 2nd Street #106 Edmond, OK 73034 Office: (405) 974-5164 sjolly@afphq.org OREGON Karla Kay Edwards P.O. Box 116 Williamina, OR 97396 Office: 503-537-8108 infoOR@`fphq.org PENNSYLVANIA Sam Rohrer 4020 Main Street Box 190 Elverson, PA 19520 infoPA@afphq.org TENNESSEE Brad Stevens 1605 Silver Oak Lane Lenoir City, TN 37772 (865) 288-0988 bstevensnav,afphq.org TEXAS Peggy Venable 807 Brazos Street, #210 Austin, TX 78701-9996 Office: (512) 476-5905 Fax: (512) 476-5906 pvenable@affphq.org VIRGINIA Trixie Averill P.O. Box 278 Vinton, VA 24179-0278 Office: (804) 506-0237 infoVA@afghg.org

WASHINGTON. Nansen Milan P.O. Box 117 Seaview, WA 98644 Phone: (360) 244-3294 infoWA@afphg.org WISCONSIN Matt Seaholm 1126 South 70th Street Suite S219A Milwaukee, WI 53214 Office: (414) 476-7900 infoWI@afPhg.org ,

INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date:

DEPARTMENT OF THE TREASURY

OCT 15 2004

AMERICANS FOR PROSPERITY 1726 M ST NW 10TH FLR WASHINGTON DC 20036-4527

Employer Identification Number: 75-3148958 DLN: 17053232033004 Contact Person: ID4 31432 EVELY9 0 GRIFFITHS Contact Telephone Number: (877) 829-5500 Accounting Period Ending: DECEMBER 31. Form 990 Required: YES Effective Date of Exemption: MARCH 10, 2004 Contribution Deductibility: NO

Dear Applicant: We are pleased to inform you that upon review of your application for taxexempt status we have determined that you are exempt from Federal income tax under section 501(c) (4) of the Internal Revenue Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Please see enclosed Information for Organizations Exempt Under Sections Other Than 501(c) (3) for some helpful information about your responsibilities as an exempt organization. Sincerely,

Lois G. iferner D3.rectr,Exempt Organizations Rulings and Agreements Enclosure: Information for Organizations Exempt Under Sections Other Than 501(c) (3)
LI

Letter 948 (DO/CG)

R-RegisteredlRegistering B-Exempt

Americans for Prosperity

STATE
AK

AGENCY

STATUS REG. #

Alaska Dept. of Law Attorney General's Office 1031 W4thSt. Suite 200 Anchorage, AK 9950 1-1994 Office of the Attorney General Consumer Affairs Section 500 Dexter Avenue Montgomery, AL 36104 Attorney General of Arkansas Consumer Protection Division 323 Center St., Suite 200 Little Rock, AR 77201 Secretary of State Office of Charitable Organizations 1700 W. Washington s, 7' Floor Phoenix, AZ 85007-2808 Office of the Attorney General Registry of Charitable Trusts 13 00 1 Street, 11th Floor Sacramento, CA 95814 Secretary of State Licensing Section 1700 Broadway, Suite 300 Denver, CO 80290 Office of the Attorney General Public Charities Unit 55 Elm Street Hartford, CT 06106-1746 Dept. of Consumer & Regulatory Affairs 941 North Capital St., NE 7th Floor Washington, DC 20002

ILI

AL

ALO5-130

AR

AZ

24850

CA

CT-136202

CO

20053008344

CT

12523

DC

68006322

FL

Dept. of Agriculture & Consumer Services Consumer Affairs 2005 Apalache Parkway Tallahassee, FL 32399-6500 Secretary of State Division of Securities & Business Regulation 237 Coliseum Drive Macon, GA 31217-3858 State of Hawaii Department of the Attorney General 425 Queen Street Honolulu, HI 96813 Dept. of Justice Consumer Protection Division Hoover Building Des Moines, IA 50319 Office of the Attorney General Consumer Protection Unit Len B. Jordan Building Boise, ID 83729-0010 Office of the Attorney General Charitable Trust & Solicitation Bureau 100 W Randolph Street, 11th Floor Chicago, IL 60601-3175 Secretary of State Corporation Division Memorial Hall, 1st Floor 120 SW 10th Ave. Topeka, KS 66612-1594

CH 19590

GA

R . CH 06012

HI

IA

1D

IL

CO 01047162

KS

370-756-9

KY Office of the Attorney General Consumer Protection Division 1024 Capital Center Dr. Frankfort, KY 40602 LA LA Dept of Justice. Office of the Attorney General Consumer Protection Division 1885 North 3rd Street Baton Rouge, LA 70802 Dept. of the Attorney General Division of Public Charities One Ashburton Place Boston, MA 02108

MA

044042

MD

State of Maryland Charitable Organization Division State House Annapolis, MD 21401 State of Maine Dept. of Professional & Financial Registration Charitable Solicitations 35 State House Station Augusta, ME 04333 Attorney General of Michigan Charitable Trust Section 525 W. Ottawa 6th Floor, Williams Building Lansing, MI 48933 Office of the Attorney General Charities Division NCL Tower 445 Minnesota Street, Suite 1200 St. Paul, MN 55101-2130 Office of the Attorney General Supreme Court Building 207 W High Street Jefferson City, MO 65102-0899 Secretary of State, Regulation & Enforcement Charity Registration 700 North Street Jackson, MS 39202 Secretary of State Charitable Solicitation Division 2 South Salisbury Street Suite 5018 Raleigh, NC 27601 Secretary of State 600 East Blvd. Bismarck, ND 58505-0500 Secretary of State Suite 2300 Capital Building Lincoln, NE 685094608

157114

ME

CO 4941

MT

MICS 30653

MN

MO

MS

100007785

NC

SL 003181

ND

22383000

NE

NH

Dept. of Justice Charitable Trust Dept. 33 Capital. Street Concord, NH 033016397

15860

ri

NJ

Division of Consumer Affairs Charitable Registration 124 Halsey Street, 7th Floor Newark, NJ 07101

CH2583800

NM Office of the Attorney General Registry of Charitable Organizations 111 Lomas Blvd NW Suite 300 Albuquerque, NM 87102 NV Office of the Attorney General 100 N. Carson Street Carson City, NV 89701 Office of the Attorney General Charities Bureau 120 Broadway NY, NY 10271

NY

20-86-70

OH Office of the Attorney General Charitable Foundation Section. 150 E. Gay Street, 23rd Floor Columbus, OH 43215-3130 OK Secretary of State Charities Division 2300 N. Lincoln Blvd. Room 101 Oklahoma City, OK 73105-4897 State of Oregon Dept. of Justice Charities Activities Section 1515 SW 5th Ave., Suite 410 Portland, OR 97201-5451 Dept. of State Bureau of Charitable Organizations 207 North Office Building Harrisburg, PA 17105 Dept. of Business Regulations Securities Division Charitable Organization Section 1511 Pontiac Ave. John 0. Pastore Complex, Bldg 69-1 Cranston, RI 02920 Secretary of State Public Charities Section 1205 Pendleton Street Suite 525 Columbia, SC 29201

05-4939

4312062457

OR

34074

PA

31196

RI

97-02379

SC

P12232

SD

Office of the Attorney General Division of Consumer Protection 500 East Capitol
Pierre, SD 57501-5070

TN

Secretary of State Charitable Solicitation William R. Snodgrass Tower, 8th Floor 312 Rosa L. Parks Avenue Nashville, TN 37243 Dept. of Commerce Division of Consumer Protection 160 East 300 South Salt Lake City, UT 84114-6704 Office of Consumer Affairs Dept. of Agriculture & Consumer Services 102 Governor Street, Lower Level Richmond, VA 23219 Office of the Attorney General 109 State Street Montpelier, VT 05609 Office of the Secretary of State Charitable Solicitations & Trusts 801 Capitol Way South Olympia, WA 98504 Dept. of Regulations & Licensing Charitable Organizations 1400 E. Washington Ave. Madison, WI 53703-3041 Secretary of State 1900 Kanawha Blvd. East State Capitol Bldg 1, Suite 157-K Charleston, WV 25305-0770 Secretary of State State Capital Building 200 W 24th Street Cheyenne, WY 82002-0020

6855

UT

5822517-CHAR

VA

VT

WA

21374

WI

8851

WV

WY

GOVERNMENT OF THE DISTRICT OF COLUMBIA

0

DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS

CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of Columbia
NonProfit Corporation Act have been complied with and accordingly, this CERTIFICATE OF INCORPORATION is hereby issued to: AMERICANS FOR PROSPERITY

IN WITNESS 'WHEREOF I have hereunto set my hand and caused the seal of this office to be affixed as of the 10th day of March ,2004.

David Clark DIRECTOR John T. Drann Administrator Business and Pr

sio ...Li

Administration

Patricia E. Grays Superintendent of Corporations Corporations Division

Anthony A. Williams

Mayor

ARTICLES OF INCORPORATION OF AMERICANS FOR PROSPERITY TO: Department of 'Consumer and Regulatory Affairs Business Regulation Administration Corporate Division Washington, D.C. THE U ::Iib,.. alt whQ. are natural persons of the age of eighteen years or more, acting as mcorporator of oradon pursuant to the District of Columbia Nonprofit Corporation Act ARTICLE I NAME The name of the corporation is "Americans for Prosperity" (the "Corporatioif'). ARTICLE II DURATION The period of duration of the Corporation is perpetual. ARTICLE III CORPORATE PURPOSES Section 1. The Corporation is .orgad shall Ile,: ope promotion of social welfare by promoting the common gOo4 and gal welfare of the people of' the United States within the meaning of Sections 5O1(c)(4) of the Internal Ievenue Code of 1986, as amended or any corresponding section of any future Umted States internal revenn law (the "Code") Such purposes include, but are not muted to, eduatmg and. mobilizrng citizens interested in understanding and helping to solve America's most pressing policy problems. The organization plans to focus on fiscal and regulatory policy at both the state and Federal level. Section 2. To further the Corporation's objectives and purposes, the Corporation shall have and shall exercise all of the powers conferred by the laws of the District of Columbia, not outside the scope of these Afticles. ARTICLE IV MEMBERSHIP The Corporation shall have no members.

ARTICLE V BOARD OF DIRECTORS Except as otherwise provided by law, or in the Bylaws of the Corporation, the business and internal affairs and policies of the Corporation shall be managed, and all of the powers of the Corporation shall be exercised by, the Board of Directors of the Corporation. The Board of Directors shall consist of at least three individuals, who shall be elected or appointed asprovided in the Bylaws of the Corporation. The initial Board of Directors shall be constituted of three directors. The names and addresses of the persons who are appointed to serve as the initial directors of the Corporation until the first annual meeting or until their successors are elected and qualify, are as follows: NAME Wayne Gable James Arthur Pope James C. Miller ADDRESS 118 Wolfe Street Alexandria, VA 22314 3401 Gresham Lake Road Raleigh, NC 27619 903 Turkey Run Road McLean, VA 22101 ARTICLE VI NO PRIVATE INUREMENT Section 1. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, trustees, officers, or other private persons or organizations organized and operating for profit, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. Section 2. Notwithstanding any other provisions of these Articles, the Corporation shall not directly or indirectly carry on any activities not permitted to be carried on by an organization exempt from federal income taxation under Code 501(a) by reason of description in Code 501(c)(4). ARTICLE VII DISSOLUTION Upon dissolution or final liquidation of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities and obligations of the Corporation, distribute all of the assets and property of the Corporation to Americans for Prosperity Foundation, provided that such corporation still exists as an organization exempt from federal income taxation under Code 501(a) by reason of description in Code 501(c)(3) or 501(c)(4) at such time, and if not, to one or more nonprofit organizations having similar aims and objects as the Corporation, and which may be selected by the Board of Directors as an appropriate recipient of such assets, as long as such organization or organizations shall at the time qualify as (i) an organization exempt from federal income taxation under Code 501(a) by

1 reason of description in Code 501(c)(3) or 501(c)(4), or (ii) a governmental unit under Code 170(c)(1). In no event shall any of such assets or property be distributed to any director, officer, or any private individual. ARTICLE VIII INDEMNIFICATION To the fullest extent permitted by the laws of the District of Columbia, as now in effect or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation for monetary damages for any breach of fiduciary duty as a director; provided, however, such relief from liability shall not apply in any instance where such relief is inconsistent with any provision of the Code applicable to corporations described in Code 501(o)(4). Any amendment to or repeal of this Article shall not adversely affect any right or protection of a director for any acts or omissions of such director occurring prior to such amendment or repeal ARTICLE 1X REGISTERED OFFICE AND REGISTERED AGENT The address of the initial registered office of the Corporation is 1015 15th Street N.W., Washington, D.C. 20005, and the name of the registered agent of the Corporation at such address is CT Corporation System. ARTICLE X INCORPORATORS The names and addresses of the Incorporators are as follows:
NAME

Grant Lightle William Quick John Lanigan

ADDRESS 700 W. 47 th Street, Suite 1000 Kansas City, MO 64112 700 W. 47th Street, Suite 1000 Kansas City, MO 64112 700 W. 47" Street, Suite 1000 Kansas City, MO 64112 ARTICLE XI AMENDMENTS

These Articles of Incorporation may amended by the Board of Directors of the Corporation in accordance with the Act, provided that so long as Americans for Prosperity Foundation, a Delaware nonprofit corporation (the "Foundation"), is in existence, these Articles of Incorporation may not be altered, amended or repealed without the consent of the board of directors of the Foundation.

S.

IN WI1ESS WHEREOF, the undersigned subscribe these Articles of Incorporation this day of 2004.

Jti..

I:COORTQ1$
Taine': Grant Lightie

^-J-

Name: William QWck

NatI *,

4:

STATE OF . I couNiy

^tL

2OO4 person day oJflA 1rA w being by ne first duly .sworn deela] document a Incoqorator,and that the statet

'cfact4

41E

4.

y Public, do hereby certify that on this 1. before me, (vc L kH( s the pr a ho si ned the fokgoing
ontained true

...
MyCommi

Expfr AugUtit 2005

1046997.7

STA TE OF

tf l,L ) )& ) ZZY

COMM Ot

2004, personally appeared before me, day person who signe the foregoing who being by me first duly sworn, declared that he s document as Incorporator, and that the statements ther &u cQntal ed are e

I,

UE4, a Notary Public, do hereby certify that on this

Notary . Commission Expires:

Cotanoa.J..Baher.

Co

Jacceon cowit 8n

1046997.7

1.

STATE OF tk1t.) IN ) ss;.. COUNTY OTV ) J. Notary Public, do here1y certir that on tb's 2004, pers6nl1y appeared before me, day cAe who being by me first duly sworn, declared that he the person o signed the foregog m ned are document as Incorporator, and that the statements th

My Commission Expires:

Constance J. F!her Notr?1Jc-Rotar/ Seat Jacon coanty My Commission ExpiraAugut21, 2005

1046997.7

BYLAWS OF AMERICANS FOR PROSPERITY a District of Columbia Nonprofit Corporation

to

IO7248. 10

TABLE OF CONTENTS
APZICLE I:Puiposes anciLi iatIona..

........._...;.....

ARTICLE III Board of Directors ...................................................................................................... 2 Section 3.1 General Powers............................................................................................2 Section3.2 Number ........................................................................................................ 2 Section 3.3 Election and Term of Office ......................................................................... 2 Section3.4 Vacancies .....................................................................................................2 Section 3.5 Annual and Regular Meetings..................................................................... 3 Section 3.6 Special Meeting ..........................................................................................3 Section 3.7 Notice-, Waiver of Notice ....... ....................................................................... 3 Section 3.8 Quorum and Voting......................................................................................3 Section3.9 Manner of Acting.........................................................................................4 Section 3.10 Attendance by Tele phone Conference or Similar Communications Equipment.................................................................................................... 4 Section 3.11 Action by Unanimous Consent .................................................................... 4 Section3.12 Removal.......................................................................................................4 Section3.13 Compensation..............................................................................................4 ARTICLE IV Committees of the Board of Directors......................................................................4 Section 4.1 Committees Generally. ................................................................................. 4 Section4.2 Absence ........................................................................................................ 4 Section4.3 Recordkeeping .................................................................... .. ....................... 5 Section 4.4 Meetings by Conference Telephone or Similar Communications Equipment.................................................................................................... 5 Section 4.5 Term of Office.............................................................................................. 5 Section4.6 Chfrmnan..................................................................................................... 5 Section4.7 Vacancies ..................................................................................................... Section4.8 Quorum .......................................................................................................... 5 Section4.9 Rules............................................................................................................ 5 ARTICLEV Officers ....................................................................................................................... 5 Section 5.1 ElectedOfficers ........................................................................................... 5 Section 5.2 AppointedOfficers ....................................................................................... 5 Section 5.3 Duties of Chairman of the Board.................................................................6 Section 5.4 Duties......................................................................................6 Section 5.5 Duties of Vice President...............................................................................6 .......................... . ............................................................ 6 Section 5.6 Duties of Secretary Section 5.7 Duties of Treasurer ....................................................................................... 6 signationand Removal ............................................................................ 7 Section 5.8 Section 5.9 VaQancies.....................................................................................................7
1072489.10

Section 5.10 Compensation

.7

ARTICLE VI General Provisions....................................................................................................7 Section6.1 Contracts......................................................................................................7 Section6.2 Loans............................................................................................................7 Section 6.3 Checks, Drafts, etc . ...................................................................................... 7 Section6.4 Deposits. ....................................................................................................... 7 Section 6.5Custodians....................................................................................................8 Section 6.6 Agents and Attorneys ................................................................................... 8 Section6.7 Fiscal Year ................................... . ...................................... . ......................... 8 Section6.8 Interpretation ................................................................................................ 8 Section 6.9 Electronic Communications and Signatures................................................8 ARTICLE VII Indemnification of Officers and Directors ..............................................................9 ARTICLE Vifi Property Devoted to Corporate Purposes...............................................................9 ARTICLE IX Code of Ethics ............................................................................................................ 9 ARTICLEX Amendments..............................................................................................................9

1072489.10

ARTICLE I Purposes and Limitations The Corporation is organized and will be operated exclusively for the promotion of social welfare by promoting the common good and general welfare of the people of the United States within the meaning ofSections 501(c)(4) of the Internal Revenue Code of 1986, as amended or the corresponding section of any future United States internal revenue law (the "Code"). The Corporation's purposes and mission will include, but not be limited to, educating and mobilizing citizens interested in understanding and helping to solve America's most pressing policy problems. The organization plans to focus on fiscal and regulatory policy at both the state and Federal level. To further the Corporatioif a purposes and mission, the Corporation will have and will exercise all of the powers conferred by the provisions of the District of Columbia Nonprofit Corporation Act, as amended (the "Act"), not outside the scope of the Corporation's Articles of Incorporation (the "Articles"). No part of the net earnings of the Corporation may inure to the benefit of, or be distributable to its directors, trustees, officers or other private persons, except that-the Corporation will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles. Notwithstanding any other provisions herein, the Corporation will not carry on any activities not permitted to be carried on: (a) by an organization exempt from federal income tax under section 501(a) of the Code, as an organization described in section 501(c)(4) of the Code. ARTICLE II Nonvoting Members The Corporation may have non-voting members upon approval of and subject to the criteria established by, the Corporation's Board of Directors (the "Board"). All individuals and organizations interested in the Corporation's purposes and mission are eligible to be considered for admission as nonvoting members. An individual or organization will be admitted as a nonvoting member in accordance with the criteria and procedures established by the Board. Nonvoting members will have no voting rights or any other rights or privileges with respect to the governance of the Corporation, nor will they be considered "members" within the meaning of the Act The Board may establish dues for nonvoting members.

ARTICLE III Board of Directors Section 3.1 General Powers. The affairs of the Corporation will be managed by the Board. - Section 3.2 Number. The number of Directors on the Board will initially be three (3). The number of Directors may be changed from time to time by amendment of these Bylaws, provided that the number of Directors will be set at not less than three (3) and not more than nine (9): No decrease in the number of Directors will have the effect of decreasing the term of any incumbent Director. Section 3.3 Election, and Term of Office. So long as Americans for Prosperity Foundation, a Delaware nonprofit corporation (the "Foundation"), is in existence, the Directors of the Corporation will be appointed annually, immediately prior to the scheduled annual meeting of the Board, by action of the board of directors of the Foundation. Directors so appointed will serve one-year terms commencing immediately following the closing of such annual meeting of the Board and ending upon the closing of the next annual meeting of the Board thereafter, provided that the outgoing Directors will remain in office until their successors have been appointed or elected and qualified. A Director may be re-appointed for any number of terms. If the Foundation is at any time no longer in existence, the Directors of the Corporation will be elected at the annual meeting of the Board by vote of the then-current Directors as provided in this paragraph. Directors so elected will serve one-year terms commencing immediately following the closing of the meeting at which they. are elected and ending upon the closing of the next annual meeting of the Board thereafter, provided that the outgoing Directors will remain in office until their successors have been appointed or elected and qualified. The then-current Directors will have voting rights to elect the Directors whose terms are to begin with the closing of such meeting, and such Directors, as electors, will have the full power and authority to re-elect any, several or all of the Directors whose terms are due to expire to succeed themselves in office. A Director may be re-elected for any number of terms. Section 3.4 Vacancies. A vacancy on the Board occasioned by the death, incapacity, resignation or removal of a Director will be filled either (a) by action of the board of directors of the Foundation, so long as the Foundation is then in existence, or (b) by action of the remaining members of-the Board, if the Foundation is not then in existence. Any Director appointed or elected to fill a vacancy on the Board occasioned by the death, incapacity, resignation or removal of a Director will serve a term expiring as of the scheduled expiration date of the term of his or her predecessor, provided that such Director will remain in office until his or her successor has been appointed or elected and qualified. A vacancy on the Board resulting from an increase in the number of Directors constituting the Board will be. filled either (a) by action of the board of directors of the Foundation, so long as the Foundation is then in existence, or (b) by action of the other members of the Board, if the Foundation is not then in existence. Any Director appointed or elected to fill a vacancy on the Board resulting from an increase in the number of Directors constituting the 2

Board will serve a term expiring as of the closing of the next annual meeting of the Board, provided that such Director will remain in office until his or her successor has been appointed or elected and qualified. Section 3.5 Annual and Regular Meetings. The annual meeting of the Board will be hold on the second Monday of April of each year, or such other date as may be designated. from time to time by the Board and stated in the notice of the meeting, at such time and place as may be designated in the notice of the meeting. The annual meeting will be held for the purpose of electing Directors (if the Foundation is then no longer in existence and Directors are therefore elected by the Board) and for the transaction of such other business as may come. before the meeting. If the Directors are appointed by action of the board of directors of the Foundation, the slate of Directors so appointed for the next annual term will be presented to the, Directors at the annual meeting. If the Directors for any reason fail to be timely appointed by action of the board of directors of the Foundation or elected by the Board, as applicable, for any annual term at or prior to the annual meeting, such appointment or election by such body will be effected as soon thereafter as possible. The Board may provide, by resolution, the time and place, either within or outside the District of Columbia for the holding of regular meetings, other than the annual meeting, without notice other than such resolution. Section 3.6 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board (if one has been appointed or elected) or by any two Directors. The person or persons calling a special meeting of the Board may fix any place in the United States, either within or outside the District of Columbia, as the place for holding such special meeting. Section 3.7 Notice: Waiver of Notice. Except as otherwise permitted under Section
3.5, notice to the Directors of a meeting of the Board will be given at least ten (10) days prior to

the meeting and Way be delivered personally, by mail, by facsimile transmission or e-mail, to the address, facsimile number or e-mail address for each Director as it appears on the records of the Corporation. If mailed, such notice will be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If sent by facsimile or e-mail, such notice will be deemed to be delivered when transmitted with reasonable evidence ' of successful transmission. A Director may waive any notice required by these Bylaws, before or after the date and time stated in the notice, by 'written waiver signed by such Director, which waiver will be included in the minutes or filing with the corporate records. A Director's attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the Director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because the meeting is not lawfully called or convened. Section 3.8 Quorum and Voting. A majority of the Directors on the Board will constitute a quoruin for the transaction of business at any meetings of the Board; provided that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Each Director present will be entitled to one (1) vote upon each matter submitted to a vote at any such meeting.

3.

Section 3.9 Manner of Acting. The act of the majority of the Directors present at a meeting of the Directors at which a quorum is present will be the act of the Board. Section 3.10 Attendance by Telephone Conference or Similar Communications Equipment. Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can bear each other, and participation in a meeting in this manner will constitute presence in person at the meeting. Section 3.11 Action by Unanimous Consent. Any action which is required to be or may be taken at a meeting of the Board, or any committee of the Board, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board or of the committee as the case may be. The consents will have the same force and effect as a unanimous vote at a meeting duly held. Section 3.12 Removal. A Director may be removed withor without cause either (a) by action of the board of directors of the Foundation, if the Foundation is then in existence, or (b) by a vote of two-thirds of the other Directors then in office, if the Foundation is not then in existence. Section 3.13 Compensation. Directors will not receive any compensation from the Corporation for their services in such or any other capacity.
ARTICLE IV Committees of the Board of Directors

Section 4.1 Committees Generally . The Board, by resolution adopted by a majority ignate and appoint one or more committees of the Board, each of the directors in office, may dds of which will consist of two, or more Directors (and no non-Directors), which committees, to the extent expressly provided in such resolution, will have and exercise the authority of the Board in the management of the Corporation. Other committees not having and exercising the authority of the Board in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. A committee will not have or exercise the authority of the Board in the management of the Corporation unless such authority is expressly provided in the resolution designating such committee. The delegation of authority to any committee will not operat to relieve the Board or any member of the Board from any responsibility imposed by law. Section 4.2, Absence. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a committee member, the other committee members present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. A disqualified member is a committee member who has been removed pursuant to the provisions of this Article or who is no longer 'a Director.

Section 4.3 Recordkeeping. All committees will, unless otherwise directed by the Board, keep regular minutes of the transactions at their meetings and will cause them to be recorded in books kept for that purpose in the office of the Corporation and will report the same to the Board at its next meeting. The Secretary or an Assistant Secretary of the Corporation may act as Secretary of a committee if the committee or the Board so requests. Section 4.4 Meetin gs by Conference Telephone or Similar Communications Equipment. Unless otherwise restricted by the Articles or these Bylaws, members of any committee may participate in a meeting of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner will constitute presence in person at such meeting. Section 4.5 Term of Office. Each committee member will continue in such capacity for so long as he or she remains a Director of the Corporation, unless such committee member is removed from such committee by the Board. Section 4.6 Chairman. One member of each committee will be appointed chairman of the committee by or as designated by the Board. Section 4.7 Vacancies. Vacancies in the membership of any committee may be filled by appointments by the Board made in the same manner as provided in the case of the original appointments. Section 4.8 Ouorum. Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee will constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present will be the act of the committee. Section 4.9 Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board.
ARTICLE V Officers

Section 5.1 Elected Officers, The elected officers of the :Corporation will be a President, a Secretary and a Treasurer. The Corporation may also have a Chairman of the Board, a Vice President, and such other officers, both active and honorary, as the Board may from time to time deem advisable. Said ofilcers will be elected by the Board at its annual meeting, and they will hold office until their successors are elected at the next annual meeting of the Board and until their successors are elected and qualified, unless they earlier die, resign, or are removed from office. Any person may simultaneously hold more than one office. Section 5.2 Appointed Officers. The President may appoint, with the approval of the Board, such assistant secretaries and assistant treasurers as he may deem necessary or advisable.

Section 5.3 Duties of Chairman of the Board. If a Chairman of the Board is elected:, the Chairman of the Board will preside at all meetings of the Board at which he may be present and will have such other duties, powers and authority as may be prescribed elsewhere in these Bylaws. If a Chairman of the Board has not been elected, the Directors will elect from among themselves at any particular meeting of the Board a chair of the meeting to preside at such meeting. The Board may delegate such other authority and assign such additional duties to the Chairman of the Board, other than those conferred by law exclusively upon the President or another officer, as the Board may from time to time determine. Section 5.4 Duties of President. The President will be the chief executive officer of the Corporation. He may execute all contracts, deeds and other instruments for and on behalf of the Corporation and will do and-perform all other things for and on behalf of the Corporation as the Board will authorize and direct. He will enjoy and discharge generally such other and further rights, powers, privileges and duties as customarily relate and pertain to the office of President. Section 5.5 Duties of Vice President. In the event of the absence, disability or refusal to act of the President, theVic President will possess all of the powers and perform all of the duties of the President. In addition, the Vice President will do and perform such other acts and things, and will assume and discharge such other responsibilities, as may from time to time be assigned to him by the Board or the President. Section 5.6 Duties of Secretary. The Secretary will keep complete and correct minutes of all meetings of the Board. He will cause to be issued notices of all meetings in accordance with these Bylaws or as required by law. When authorized and directed by the Board, he will execute with the President all contracts, deeds, and other instruments for and on behalf of the Corporation. The Secretary will be the legal custo3ian of all books, deeds, instruments, papers, and records of the Corporation, the inspection of which will be permitted at all reasonable times by any Director or executive officer of the Corporation. The Secretary will attend to such correspondence as may be incidental to his office, and will perform all other duties and discharge all other responsibilities which customarily relate and pertain to the office of Secretary. Section 5.7 Duties of Treasurer. The Treasurer will cause to be kept accurate and complete books and records of all receipts, disbursements, assets, liabilities, and financial transactions of the Corporation. The Treasurer will cause to be deposited all monies, securities, and other valuable effects of the Corporation in such depositories as the Board will authorize and direct and, whenever requested to do so by the President or the Board, will prepare and submit written statements, reports and accounts fully and accurately reflecting the assets, liabilities, and financial transactions and condition of the Corporation. The Treasurer will perform such other and Thrther duties as the Board may from time to time direct, and he will perform all other duties and discharge all other responsibilities which customarily relate and pertain to the office of Treasurer.

The Treasurer will be released and discharged of all liabilities and responsibility for any monies, securities, and other assets of value committed by the Board to the custody of any person over whom he will have no direction or control. Section 5.8 Resignation and Removal. Any officer of the Corporation may resign by delivering a written resignation to the Corporation at its principal office or to the Chairman of the Board, the President or the Secretary. Such resignation will be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer of the Corporation may be removed from office by the Board with or without cause, but such removal will be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer does not in itself create contract rights. Section 5.9 Vacancies. Vacancies in any elected office occasioned by the death, resignation, or removal of any officer will be filled by the Board, and such person or persons elected to fill such vacancy or vacancies will serve for the unexpired term of his predecessor and until a successor is elected and qualified, or until such officer's earlier death, resignation or removaL Section 510 Compensation, Subject to any limitations under applicable law, and the limitations under Section 3.13 with respect to any officer that is also a Director, officers of the Corporation will be entitled to such salaries, compensation or reimbursement as will be fixed or allowed from time to time by the Board.
ARTICLE VI General Provisions

Section 6.1 Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 6.2 Loans. No loans may be contracted on behalf of the Corporation and no evidences of indebtedness may be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. The Corporation is prohibited from making loans to its Directors or officers under any circumstances. Section 6.3 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation will be signed by such officer or officers, agent or agents of the Corporation and:in such manner as from time to time determined by resolution of the Board. Section 6.4. Deposits. All funds of the Corporation will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

Section 6.5 Custodians, The Board may from time to time designate a bank, trust company or depository as custodian of the funds and properties of the Corporation, which custodian will maintain a record of all receipts, expenditures, income and expenses of the Corporation and/or perform such ministerial duties as the Board by written direction may instruct. The custodian may receive fees for its services as may from time to time be agreed upon by the Board and the custodian. Section 6.6 Agents and Attorneys. The Board may appoint such agents, attorneys and attorneys-in-fact of the Corporation as it may deem proper, and may, by written power of attorney, authorize such agents, attorneys or attorneys-in-fact to represent it and for it and iii its name, place and stead, and for its use and benefit to transact any and all business which said Corporation is authorized to transact or do by the Articles, and in its name, place and stead, and as its corporate act and deed, to sign, acknowledge and execute any and all contracts and instruments, in writing necessary or convenient in the transaction of such business as fully to all intents and purposes as said Corporation might or could do if it acted by and through its regularly elected and qualified officers. Section 6.7 Fiscal Year. The Board will have the power to fix and from time to time change the fiscal year of the Co rporation. In the absence of contrary action by the Board, the fiscal year of the Corporation will begin on the first day of January in each year and end on the last day of December in each year. Section 6.8 Interpretation. The terms "include", "including" and similar terms shall be construed as if followed by the phrase "without being limited to". The term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms in these Bylaws refer to this Bylaws as a whole and not to any particular provision or section of these Bylaws. The masculine gender, when used throughout these Bylaws, shall be deemed to include the feminine. Section 6.9 Electronic Communications and Si gnatures. Electronic communications, records and signatures may be used in connection with all matters contemplated by these Bylaws except to the extent prohibited by applicable law. Except as may be specifically set forth herein, the parties may use and rely upon electronic communications, records and signatures for all notices, waivers, consents, undertakings and other documents, communications or information of any type sent or received in connection with the matters contemplated by these Bylaws. An electronically transmitted (but not oral) document will be deemed to satisfy any requirement under these Bylaws or applicable law that such document be "written",'-in writing" or the like. An electronic signature or electronically transmitted signature by any person on any document (properly authenticated) will be deemed to satisfy any requirement under these Bylaws or applicable law that such document be "signed" or "or executed" by such person. An electronic transmittal or communication (but not oral) of a document will constitute delivery of such document.

ARTICLE VII Indemnification of Officers and Directors The Corporation will indemnify and protect any Director, officer, employee or agent of the Corporation, or any person ho serves at the request of the Corporation as a director, officer, employee, member, manager or agent of another corporation, partnership, limited liability company,, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent permitted by the laws of the District of Columbia. ARTICLE Vifi Property Devoted to Corporate Purposes All income and properties of the Corporation will be devoted exclusively to the purposes as provided in the Articles and these Bylaws. The Board may adopt such policies, regulations and procedures governing the management and/or disbursement of funds for such purposes as in its opinion are reasonably calculated to carry out such purposes as set forth in the Articles and these Bylaws. ARTICLE IX Code of Ethics The Board will adopt a Code of Ethics to govern the management and operations of the Corporation, including any conflict of interest situations that may arise from time to time. The Board will be responsible for monitoring compliance with the Code of Ethics on an ongoing basis. ARTICLE X Amendments So long as the Foundation is in existence, these Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, only by action of the board of directors of the Foundation. If the Foundation is at any time no longer in existence, these Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by the affirmative vote of a majority of all Directors then in office at a meeting of the Board called for that purpose or by written consent in lieu of such a meeting.

CERTIFICATION The undersigned, being the secretary of Americans for Prosperity, a District of Columbia nonprofit corporation (the "Corporation"), hereby certifies that the foregoing Bylaws are the duly adopted Bylaws of the Corporation.

Effective Date:________________

10

Americans for Prosperity

Direct Mail Consultants
GMA, Inc. d/b/a BMD 901 North Washington Street Suite 300 Alexandria, VA 22314 703-549-3500 Contract: 2/2010 - 2/2011 Services Provided: Counsel and advice, copy and design, coordination of printing, production, and mailshop services Compensation: $3,000 package fee or $.08 per piece, whichever is greater Contract was cancelled in February, 2011. No longer using any professional fundraisers or consultants.

FUNDRAISING COUNSEL AGREEMENT BETWEEN GMA, INC. dfb/a/ BMD AND AMERICANS FOR PROSPERITY, INC. This Agreement to Provide Fundraising Counsel Services ('Agreement') is dated and effective as of February ab, 2010, by and between GMA, Inc., d/b/a/ BMD, a Virginia corporation with principal offices located at 901 North Washington Street, Suite 300, Alexandria VA 22314 ('BMD') and Americans for Prosperity, Inc. ("Americans for Prosperity"), a nonprofit corporation having its principal office at 2111 Wilson Blvd., Suite 350, Arlington VA 22201, RECITALS A. BMD is a direct response fundraising consulting firm and wishes to provide fundraising consulting services to Americans for Prosperity. B. Americans for Prosperity's mission is to educate citizens about economic policy and mobilize those citizens as advocates in the public policy process that champions the principles of entrepreneurship and fiscal and regulatory restraint. The funds raised pursuant to this Agreement will be used in support of this organization and its mission. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties hereto agree as follows: 1. Term of Agreement. This Agreement shall be effective for a term of one year commencing as of the Agreement Date, unless earlier terminated or unless renewed as provided below. 2. Commencement of Services. Notwithstanding anything to the contrary herein, if any State regulatory agencies require submission and/or approval of this Agreement, BMD shall no commence to provide Services for fundraising activities in such State until all applicable regulatory requirements of such State have, been satisfied.

3. Services. BMD will perform the following services for Americans for Prosperity in connection with its direct response fundraising efforts (the "Services"): a) b) 4. Conceiving, writing and designing direct mail fundraising packages; and Assistance to the Client in Overseeing the Production and Vendor Management Services.

Termination and Renewal of Agreement.

(a) Termination for Cause. This Agreement may be terminated by either party upon ten (10) days prior written notice to the other in the event of a breach of this Agreement by such other party, provided such other party fails to cure such breach within the ten (10) day notice period. (b) Termination without Cause. This Agreement may be terminated by either party in its sole discretion without cause at any time upon giving thirty (30) days written notice to the other party. Any notice issued pursuant to this Section will be effective one (1) day after being sent overnight delivery or three (3) days if sent registered certified mail, and termination will be effective thirty (30) days thereafter. (c) First Ten-Day Cancellation Right. This Agreement may be terminated by Americans for Prosperity without cost, penalty or liability at any time during the first ten (10) days after Americans for Prosperity signs this Agreement by giving writteri notice to BMD. (d) Post-Termination Obligations. In the event that this Agreement is terminated for any reason, BMD shall receive payment and reimbursement for all fees owing and costs and expenses incurred or accrued pursuant to terms of this Agreement through the date of termination. The exercise by either party of the option to terminate will in no way be construed as a release or waiver of any rights or obligations accrued to date. (e) Renewal. The term of this Agreement shall be renewed automatically for successive additional periods of one year each, unless either party has, at least thirty (30) days prior to the expiration of the then-current term, exercised its right to terminate the Agreement. 5. Fees and Expenses. a) Fees. In consideration of the Services provided

by BMD for Americans for Prosperity, BMD will receive a $3,000 package fee or fees of $.08 per piece, whichever amount is

I:

greater, as long as the package continues to mail. This fee will include any changes, updates, revisions, or versions required. b) List Rental Commission. BMD, or its designated agent, shall receive an industry-standard commission of a percentage of the List rental charge for list rentals and/or exchanges made directly to or by the end list user. c) Postage. Estimated postage for each approved mailing to be conducted by Americans for Prosperity is to be paid by Americans for Prosperity no less than ten(10) days in advance of the scheduled mailing date. d) Expenses. Americans for Prosperity shall reimburse BMD for all other reasonable and necessary out-of-pocket expenses diiectly attributable to the performance of the Services under this Agreement. These will be billed at BMD's actual cost for reimbursement to Americans for Prosperity. Such expenses are anticipated to include, but not be limited to, long distance phone calls, local and overnight delivery services, facsimiles, photocopies, and other similar items. Travel expenses will be billed to Americans for Prosperity at cost and B1'iD will use its best efforts to plan travel in advance such that the lowest cost, pre-purchased, non-refundable tickets can be purchased. In the event that Americans for Prosperity cancels a meeting, Americans for Prosperity will cover the cost of tickets. In addition, in the event that short-term planning requires B['4D to be present at Americans for Prosperity, Americans for Prosperity understands that pre-purchased, non-refundable tickets may be difficult to obtain or may not be available. No expense greater than $200 will be incurred without the prior written approval of Americans for Prosperity. e) Invoices; Interest. BMD will deliver periodic invoices to Americans for Prosperity for amounts owing to BMD under this Agreement, and Americans for Prosperity shall pay all invoices in full not later than thirty (30) days after receipt. Any balances which remain unpaid for more than thirty (30) days after the original invoice shall be subject to an interest charge of 1.5% per month. f) Control of Funds. Americans for Prosperity will at all times maintain and control all contributions received from fundraising activities covered by this Agreement. Americans for Prosperity will deposit contributions promptly and at no time will BL4D exercise, handle or have custody or control over contributions received from Americans for Prosperity's fundraising activities.

6. Fundraising Counsel Service Limitations; Approval, Volume and Content of Solicitations.

(a) BMD will act and serve solely as a fundraising counsel or consultant; and notwithstanding anything to the contrary in this Agreement, BMD shill not perform, and shall have no obligation to perform, any services that would cause it to be deemed a commercial or professional fundraiser under any applicable State law. Without limiting the generality of the preceding sentence, BMD will not at any time solicit funds, assets or property for charitable purposes, receive or control funds, assets or property solicited for charitable purposes, or employ, procure or engage (except as agent for Americans fcr Prosperity) any compensated person to solicit, receive or control funds, assets or property for charitable purposes.

(b) Americans for Prosperity will, at all times, maintain control over the schedule, volume and content of the direct mail solicitations and programs handled by BtD under this Agreement. All mailings produced by BMD on behalf of Americans for Prosperity will be submitted to Americans for Prosperity for approval at least fifteen (15) business days prior to mailing. 7. Ownership and Use of Lists.

Client Lists. The parties mutually agree that lists of names and/or addresses owned by Americans for Prosperity (the "Client Lists") will not be given, traded, loaned, rented, sold or used by BMD or any of its employees, consultants or agents without the consent of Americans for Prosperity; BMD agrees to institute reasonable security measures in order to detect unauthorized use or abuse of Client Lists when BMD's services are utilized. B. Use and Ownership of Work Product.

(a) Work Product. Subject to the remainder of this Section, all Work Product (as defined below) BMD produces for Americans for Prosperity in connection with this Agreement shall, to the extent that BND has proprietary rights therein, be the exclusive property of Americans for Prosperity; and BMD hereby assigns and transfers to Americans for Prosperity all copyright, trademark and other intellectual property rights in all Work Product to the extent that BD has such rights and subject to any rights of third parties. For purposes of this Agreement, "Work Product" means the physical master used in print production, the specific letter content contained therein, and the print

production inventory of direct mail packages produced by, and/or with the assistance of, B!1D under this Agreement. (b) Infringement. BMD shall ensure that all copy and content that are, at BMD's initiative, incorporated within any Work Product do not infringe upon the intellectual property rights of any third party. Americans for Prosperity shall ensure that all copy or content that is supplied to BMD by Americans for Prosperity or that is incorporated within any Work Product at Americans for Prosperity's specific direction does not infringe upon the intellectual property rights of any third party. Partnerships, Joint Ventures and Agents. BMD shall be an 9. independent contractor of Americans for Prosperity, and nothing herein shall be construed to place the parties in the relationship of partners, joint venturers or agents. 10. Legal and Regulatory Compliance. (a) General. BMD and Americans for Prosperity each agree to comply with all local, state and federal laws, including those regarding the solicitation of charitable contributions, which are applicable to their obligations under this Agreement or any related activities. (b) State Filings. BMD will be responsible for all State regulatory reporting requirements applicable to professional fundraising counsel for work performed by BMD pursuant to this Agreement. BMD acknowledges and warrants that it is registered with all appropriate governmental agencies that regulate charitable solicitation, for those States which this Agreement covers, except for those agencies as to which BMD is in the ordinary course of its business activity in the process of updating, renewing or correcting its registrations. (c) Americans for Prosperity Obligations. Americans for Prosperity acknowledges that certain State governmental regulatory authorities require BMD to provide information in the possession of Americans for Prosperity and/or require Client's signature on their forms and/or reports. Americans for Prosperity agrees to promptly furnish such information and signatures to BMD. Americans for Prosperity will have exclusive control over the content of all of its fundraising solicitations and shall be exclusively responsible for ensuring that such solicitations comply with all applicable legal requirements. (d) Americans for Prosperity's Representations. Americans for Prosperity represents, warrants and covenants that: (i) it

is and will remain a non-profit organization for purposes of solicitation and registration, (ii) its required registrations, filings, licenses and permits are and will remain current, and (iii) it is and will remain registered with all applicable governmental agencies that regulate charitable solicitations. (e) Licenses and Permits. BMD and Americans for Prosperity shall each be responsible for making, obtaining and maintaining its own required registrations and filings with, and licenses and permits from, all applicable federal, state and local authorities. Upon request, each party shall provide the other with information and materials necessary for preparation of registrations and filings and applications for licenses, registration statements or permits. Indemnification. In light of Americans for Prosperity's 11. control over contributions received from fundraising activities covered by this Agreement and the content of its solicitations, Americans for Prosperity agrees that it will defend, indemnify and hold harmless BMD, its 'officers, directors, shareholders, employees, contractors and agents against any and all losses, liabilities, damages, claims, actions, suits, fines, penalties and costs (including reasonable attorneys' fees) (collectively, "Damages") arising from or related to: (i) fundraising, advocacy or marketing activities, mailings and/or solicitations conducted or engaged in by Americans for Prosperity, (ii) any libel, slander or other claims arising from such activities, mailings and/or solicitations or any publication by Americans for Prosperity, (iii) any breach of this Agreement by Americans for Prosperity, and/or (iv) BND's performance under this Agreement, except to the extent arising from BMD's gross negligence or willful misconduct. Confidentiality. Except as otherwise provided in this 12. Agreement, BMD agrees to maintain the confidentiality of the Confidential Information (as defined below) and agreed not to disclose any Confidential Information to any third party without the prior written consent of Americans for Prosperity. For purposes of this Section, "Confidential Information" shall mean all confidential or proprietary information relating to Americans for Prosperity and provided by it to BMD under the terms of this Agreement. Notwithstanding the foregoing, "Confidential Information" shall not include information: (1) in the public domain (other than as a result of a breach of this Section), (ii) in BMD's possession prior to its receipt from the Americans for Prosperity pursuant to this Agreement, (iii) independently developed by BMD or known through a party other than the Americans for Prosperity, which party has no duty of

confidentiality to the Client, (iv) which BMD is legally required to disclose during the course of any legal,

administrative or regulatory proceeding, or (v) concerning the tax treatment and/or tax structure of this Agreement, including opinions or other tax analysis relating to such tax treatment and/or tax structure. Warranties. BMD makes no express or implied warranties or 13. guarantees of the number or amount of contributions or other outcome that will be achieved as a result of the direct mail programs implemented pursuant to this Agreement. Limitation of Liability. Neither party shall be liable to 14. the other for any indirect, special, consequential, incidental or punitive damages or for any lost revenues or profits, whether foreseeable or unforeseeable, by reason of any act, omission, matter or event relating to this agreement or arising out of any default or breach thereof, misrepresentation, negligence, strict liability in tort or otherwise. In no event will BND have any liability for any loss or damage caused by any act or omission of any third party vendor engaged to provide production or other services in connection with any fundraising activities covered by this agreement. BMD's liability in the event of any error or mistake on its part shall be limited to the correction'of errors, replacement of material or reconstruction of data. In no event will the liability of BMD under this agreement for any breach or default by BMD under this agreement exceed the actual, out-of--pocket cost of the mailing to which such breach or default pertains. For purposes of this Section, "actual out-ofpocket costs" are defined to include printing costs, mailshop costs, list rental costs, cost of merge-purge services, postage, production fees, direct consulting fees, copywriting fees, art fees, fees for production of computer tapes, delivery fees and any other direct costs of the particular mailing to which the breach or default pertains. Governing Law. This Agreement shall be governed by and 15. construed in accordance with the laws of the Commonwealth of Virginia.

Notices. Any notice required under this Agreement must be 16. in writing and will be deemed to have been given by either party to the other party upon the date of receipt, if hand delivered, or three (3) days after deposit in the U.S. mail, if mailed to the other party by registered or certified mail, properly addressed,.postage prepaid, return receipt requested, or one (1) business day after deposit with a national overnight courier for next business day delivery. The mailing addresses for notices to the parties are as follows: Gregory A Muriford, President GMA, Inc. d/b/a BMD 901 North Washington Street Suite 300 Alexandria VA 22314 John Flynn, General Counsel Americans for Prosperity, Inc. 2111 Wilson Blvd. Suite 350 Arlington VA 22201

Waiver of Officers, Directors Liability. Neither party 17. shall .have recourse or right of action against any shareholder, officer Or director, in his or her individual capacity as such, past, present or future, of the other party or of any successor thereto, whether by virtue of any statute or rule of law or otherwise, all such liability being, by the acceptance hereof and as part of the consideration of the execution hereof, expressly waived and released. Agents. To the extent reasonably necessary to enable BMD 18. to perform its duties hereunder, BMD shall be authorized to engage the services of any agents, contractors or assistants which BMD may deem proper. Notwithstanding anything to the contrary contained in this Agreement, BMD shall be permitted to disclose confidential information regarding Americans for Prosperity to those agents, contractors or assistants engaged by BMD to the extent such persons have a bona fide need to know such information. Attorneys' Fees. In any action, arbitration or other 19. proceeding involving the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to recover from the other party its costs incurred therein, incLuding reasonable attorneys' fees.

Severability. Any provision of this Agreement which is 20. found to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed to be modified to the extent necessary to render such provision valid and enforcable if such proitision. may not be so saved, it shall be severed, and the remainder of this Agreement shall remain in full force and effect. Modification or severance of a provision in any jurisdiction shall not serve to modify, invalidate or render uneforeable such provision in any other jurisdiction. Whole Agreement. This Agreement, including any addendum 21. or other documents referred to herein, Constitutes the entire understanding and agreement of the parties' with respect to it subject matter;, and any and all prior agreements,. understandings, representations, warranties, undertakings Or promises with respect to the subje't matter of this Agreement are hereby terminated and canceled in their entirety and are of no further force or effect. This Agreement may not be amended except by a written agreement signed by both parties.. IN WITNESS WHEREOF the parties have subscribed this agreement on the date indicated below. GMA Inc. d/b/a/ BMD Americans for Prosperity, Inc. By: Name: Title: -ac.to
Dated:

Title

flW

'- A,. Y

^A 41.^,

Dated:

______________

AND By: Name

Title: 4ALt#

Dated:

---O(O

Note':: Under State regulatory requirements, this Agreement must be signed by 'two individuals authorized to act on behalf of Americans for Prosperity, Inc.

Form 990
Department of the Treasury Internal Revenue Service

OMB No. 1545-0047

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or4947(aXl) of the Internal Revenue Code (except black lung benefit trust or private foundation)
- The organization may have to use a copy of this return to satisfy state reporting requirements.

2010
Open to PuIic Inspecion'
Employer identification Number

A For the 2010 calendar year, or tax year beginning C Name oforganization Americans B Check if applicable:
Address change Name change
Initial return Terminated

2010. and ending

for Prosperity
Room/suite

Doing _Business _As. Number and sheet (or P.O. box if mail is not delivered to street addr)

75 -3 14 89
Telephone number

2111 Wilson Boulevard

City, town or country
.

350
State ZIP code
-i-

(703) 224-3200
Gross niceipis 22,089 this a group return for affiliates? Yes I X No H(b) Are all affiliates included? Yes No
H(a) Is

Amended return

Arlington
Name

VA 22201

fG

Application pending F

and address of principal officer

Tim Philligs 2111 Wilson Blvd #350

Arl ington
Other

VA 22201

I
J K

Taxexernptsthtus
Website:
Form of
J.'7

www. americans -

[1 501(c)(3) JXJ 501(c) ( 4 [1

Trust

forprosperity. orc
11
Association [1

(insert no.)

I 14947(axDor [1527
H(s) Group

number jM State of legal domicile:

oranizstion; Ix I Corporation
UIIIIIIUI

IL Year of Formation: 2 004

1 Briefly describe the organizations mission or most significant activities; - Educate -U.S. citizens about the ----.
cy - - - - - - - e na zj^_q_Lfoun econom c Po w- - - -on

li

th

ti

E
ed

3 Number of voting members of the governing body (Part VI, line la) ......................................3 4 Number of independent voting members of the governing body (Part VI, line 1 b) ........................4 5 Total number of individuals employed in calendar year 2010 (Part V, line 2a) ..............5 6 Total number of volunteers (estimate if necessary) ...................................................6 .. < mn (C), line 12 ................7a . 7a Total unrelated business revenue from Part VIII, column 7b b Net unrelated business taxable income from Farm 990-T, line - 34 PriorYear I 8 Contributions and grants (Part VIII, line lh) .......................................... 0. 9 Program service revenue (Part VIII, line 2g) ........................................ 150, 823. 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) .......................... 78,381. 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, lOc, and lie) ................. 6, 565, 957. 12 Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12) 0. 13 Grants and similar amounts paid (Part IX, column (A), lines 1 .3) ....................... 0, 14 Benefits paid to or for members (Part IX, column (A), line 4) ......................... 1,319,383. 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) ...... 0. iSa Professional fundraising fees (Part IX, column (A), line lie) ........................... 1, 072, 295. DL b Total fundraising expenses (Part IX, column (D), line 25) 13, 155, 834. 17 Other expenses (Part IX, column (A), lines 11 a-il d, 1 lf-240 .......................... 14,475,217. .18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) ............. 2,090,740. - 19 Revenue less expenses. Subtract line 18 from line 12 lnin9 of Current Year Si 3,368,064. %9 20 Total assets (Part X, line 16) ............................. ............... ............... 1,349.. 554. 21 Total liabilities (Part X, line 26) ..................................................... ii 22 Net assets or fund balances. Subtract line 21. from line 20 2,018., 510.
m

pe.c tY ________ economic matters.. fl if the organization discontinued its operations or disposed of more than 25% of its net assets. 2 Checkthisbox
4 4 0 500 0.

economv and social .4

CurrentYear

357, 661,. 5,579.

22,089.095.

9,979.

2, 083, 9.29.

35,000.

21, 945, 258.

24,, 064,187.

-1,975,092.
End of Year

2, 629, 702. 2,586,284. 43; 418

Pati1lf Signature Block

retusJl.tnciudlngscconlpanyInscbedutes and statements, and to the best of my knowledge and on all ,nlormal,on of Wnich preparer has any knoWlorgo,
Sif51t1B of oflicifr
0, belief, Ills true, correct, and

Sign
Here

TypE or print name

Tim Phillips
and t,tle.
r

. .
nature Date

President
Check [] if
seli.employed PTIN

1V I

Print/Type preparers namePrepa

Douglas S. Corey, CPA Paid Preparer Firm 's name -Doug1as Corey & Associate , PC Use Only Flrmaaddress 5601 Little River Trnpk, Suite 440 Alexandria VA 22312-1303

Fiim'sElN

Phone no. 703 354-2900 I No May the IRS discuss this return with the preparer shown above? (see inthuctions) lYes BAA For Paperwork Reduction Act Notice, see the separate instructions. isoioi 03125/11 Form 990 (2010)

Fo r m 99O(2010) Arae cans for

Prosperity

753148958

Page

[Fart III j Statement of Program Service Accomplishments Educate U,S, citizens about the im2.z^cji

Check if Schedule 0 contains a response to any question in this Part Ill , ..................................................... 1 Briefly describe the organization's mission:

of sound economic policy on the nation's econoniy

and social

L .?4

J2

Did the organization undertake any significant program services during the year which were not listed on the prior

Yes No Did the organization cease conducting, or make significant changes in how it conducts, any program services? If 'Yes,' describe these changes on Schedule 0. bescribe the exempt purpose acliievemnt- for each of the organization's three largest program services by expenses. Section 501 (c)(3) and 501(c)(4) organizations and s e ction 4947(a)(1) ltusts are required to report the amount of grants and allocations to others, the total 'expenses, and revenue, if any, for each progran service reported. 4a (Code: St ate
)

Form 990 or 990.EZ7 ........................................................................................ If 'Yes,' describe these new services on Schedule 0.

El

Yes

No

.....fl

_^ttjppact of sound economic Polic y on the nation's econom

ch a p te r s and

(Expenses $_21, 872,836. including grants of $ affiliates and National office- -

ducateO.S citiz e ns about -- y and social structure,

0. ) (Revenue $

0.)

and, mobilize citizens to be involved in fiscal and regulator econoc matters at the ffi2J
--:-_

_29k.2& fi^L

JiP L.'4 !LL L LcO!J1,L P! F_'JJJZ'L ffiJ_' !2.I

--------

4b (Code: __________) (Expenses

including grants of $

) (Revenue

4c (Code:

___)

(Expenses $

Including grants of $

) (Revenue

$__________________

,,,.-,__

------------------

4d Other program services. (Describe in Schedule 0.) including grants of $ (Expenses $ - 21, 872, 836 4e Total program service expenses TEEAO102 10105110 BAA

) (Revenue $ Form 990 (2010)

Form 990 (2010) Americans for Prosri

75-3148958

Page 3

I Yes I
1 Is the organization described in section 501 (c)(3) or 4947(a)(1) (other than a private foundation)? if 'Yes, complete ScheduleA ....................................................................................................... 2 Is the organization required to complete Schedule B, Schedule of Contributors? (see instructions)

No

.......................

MMM i.

3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If 'Yes,' complete Schedule C, Part! ................................................................ 4 Section 501 ( cX3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If 'Yes,' complete Schedule C, Part It .................................................... 5 Is theorganization a section 501 (c)(4), 501 (c)(5), or 501 (c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If 'Yes,' complete Schedule C, Part III ......... 6 Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If 'Yes,' complete Schedule D, Part!

Ing ill
5 x X

............................................................................................................. 6

7 Did the organization receive or hold a conservation easement, including easements to preserve open space, the environment, historic land areas or historic structures? if 'Yes,' complete Schedule D, Part I! .............................7 8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If 'Yes,' completeSchedule D, Part III ....................................................................................... 8 9 Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If 'Yes,' complete ScheduleD, Part IV ................................................................................................. 9 10 Did the organization, directly or through a related organization, hold assets in term, permanent, or quasi-endowments? If 'Yes,' complete Schedule 0, Part V ....................... ........................................................... 10 11 If the organization's answer to any of the following questions is 'Yes', then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable. . a Did the organization report an amount for land, buildings and equipment in Part X, line 10? If 'Yes,' complete Schedule 0, Part VI .......................................................................................................... 11 b Did the organization report an amount for investments other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If 'Yes,' complete Schedule D, Part VII ............................................... 1 lb c Did the organization report an amount for investments program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If 'Yes,' complete Schedule 0, Part VIII .............................................. 11
C

X..

X X X X x x X X X X x X X X X x x

d Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If 'Yes,' complete Schedule 0, Part IX ........... . ...................................................lid e Did the organization report an amount for other liabilities in Part X, line 25? If 'Yes,' complete Schedule D, Part X ........ .lie f Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If 'Yes,' complete Schedule D, Part X....,. lit 12a Did the organization obtain separate, independent audited financial statements for the tax year? If 'Yes,' complete Schedule D, Parts XI, Xli, and XIII .................................................................................... 12a b Was the organization included in consolidated, independent audited financial statements for the tax year? If 'Yes,' and if the organization answered 'No' to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional ...............12b 13 Is the organization a school described in section 170(b)(1)(A)(ii)? If 'Yes,' complete Schedule E ..........................13 14a Did the organization maintain an office, employees, or agents outside of the United States? ............................. 14a b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and program service activities outside the United States? if 'Yes,' complete Schedule F, Parts I and IV ......... .14b 15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If 'Yes,' complete Schedule F, Parts II and IV ................................15 16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If 'Yes,' complete Schedule F, Parts III and IV ............................. 16 17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and lie? If 'Yes,' complete Schedule G, Part I (see instructions) .................................... 17 18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1 c and 8a? If 'Yes,' complete Schedule G, Part It ................................................................ 18 19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If 'Yes,' complete Schedule G, Part III ....................................................................................... . 19 20 a Did the organization operate one or more hospitals? If 'Yes,' complete Schedule H ...................................... 20 b If 'Yes' to line 20a, did the organization attach its audited financial statements to this return? Note. Some Form 990 filers that 6u&at6 one or more hosoitals must attach audited financial statements (see instructiori) ............... TEEAO103 12/21110 BAA

20b1 I Form 990 (2010)

Form 990t2010)

Americans for

75-3148958

Page
IYes

I
21 Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States on Part IX, column (A), line 1? If 'Yes,' complete Schedule I, Parts l and /I ................................21 22 Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part
23

I No
X,

IX, column (A), line 27 If 'Yes,' complete Schedule I, Parts land III ....................................................22

Did the organization answer 'Yes' to Part VII, Section A, line 3, 4, or 5 about compensation of the organizations current and former officers, directors, trustees, key employees, and highest compensated employees? If 'Yes,' complete
ScheduleJ ........................................................................................................ 23

X
X

24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, and that was issued after December 31, 2002? If 'Yes,' answer lines 24b through 24d and

complete Schedule K. If 'No, 'go to line 25 ............................................................................24a

b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception' ..................... 24b c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease anytax-exempt bonds' ............................................................................................. 24c d Did the organization act as an 'on behalf of' issuer for bonds outstanding at any time during the year' .................... 24d 25a

Section 501(c)(3) and 501 (cX4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If 'Yes,' complete Schedule L, Part I ..............................................
ScheduleL, Part / ..................................................................................................

b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If 'Yes,' complete

26 Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization's tax year? If 'Yes,' complete Schedule L, Part II ........ 27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If 'Yes,' complete
28

26
27

ScheduleL, Part Ill ................................................................................................

Was the organization a party to a business transaction with one of the following parties (see Schedule L. Part IV instructions for applicable filing thresholds, conditions, and exceptions): a A current or former officer, director, trustee, or key employee? If 'Yes,' complete Schedule L, Part IV ..................... 28a. b A family member of a current or former officer, director, trustee, or key employee? If Yes,' complete
ScheduleL, Part IV ................................................................................................

c An entity of which a current or former officer, director, trustee, or key employee(or a family member thereof) was an officer, director, trustee, or director indirect owner? If 'Yes, 'complete Schedule L, Part IV .............................. 29 Did the organization receive more than $25,000 in non-cash contributions? If 'Yes,' complete Schedule M ................ 30 Did the organization receive contributions of art, historical treasures, or'other similar assets, or qualified conservation I contributions? If 'Yes,' complete Schedule M -----------------------------------------------------------------------31 Did the organization liquidate, terminate, or dissolve and cease operations? If 'Yes,' complete Schedule N, Part I ......... 32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If 'Yes,' complete
ScheduleN, Part ii .................................................................................................32

X X
X

33 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If 'Yes,' complete Schedule R, Part I ..................................................... 33 34 Was the organization related to any tax-exempt or taxable entity? If 'Yes,' complete Schedule R, Parts I!, III, IV, and V,
line? ...............................................................................................................34

35 Is any related organization a controlled entity within the meaning of section 512(b)(13)? ................................. 35 a Did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If 'Yes,' complete Schedule F?, Part V, line 2 .................. Yes 36 Section 501 ( c X3) organizations. Did the organization make any transfers to an exempt non-charitable related
No

organization? If 'Yes,' complete Schedule R, Part V, line 2 .............................................................. 36

37 Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If 'Yes,' complete Schedule R, Part VI ......................... 37 38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule 0 ------------------------------------------------ - -------. 38 1 X BAA Form 990 (2010)

TEEAO1Q4 12121110

Form990(2010) Americans for Prosperity I PartY I

75-3148958

Page

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule 0 contains a resoonse to an y Question in this Part V ....

.......... . ....e.........

.,... .............,.. ri
Yes No
1518 !r

1 a Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable ............... b Enter the number of Forms W-2G included in line 1 a. Enter -0- if not applicable .............

Li

' lc X \. 2b .,. 3a ,.,i,., X

c Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners' .............................................................................. 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, filed for the calendar year ending with or within the year covered by this return ....... .2a 0

b If at least one is reported on line 2a, did the organization file all required federal employment tax returns' .............. Note. If the sum of lines la and 2a is greater than 250, you may be required to e-file. (see instructions) 3a Did the organization have unrelated business gross income of $1,000 or more during the year' ........................... b If 'Yes' has it filed a Form 990-T for this year? If o' provide an explanation in Schedule 0 ............................. 4a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)' ........... b If 'Yes,' enter the name of the foreign country: See instructions for filing requirements for Form TD F 90 .22.1, Report of Foreign Bank and Financial Accounts. 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? ........ ............. b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? .............. c If 'Yes,' to line 5a or 5b, did the organization file Form 8886 .1' .......................................................

4a

5a 5b

X X

6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible? ................................................................. 6a b If 'Yes,' did the organization include with every solicitation an express statement that such contributions or gifts were nottax deductible ? ................................................................................................ Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and servicesprovided to the payor' ..................................................................................... b If 'Yes,' did the organization notify the donor of the value of the goods or services provided? ............................ c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form8282' ............................................................................. .................. '1 7d1 d If 'Yes,' indicate the number of Forms 8282 filed during the year ,.,. e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ............... g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 asrequired 7 ................................................................................ .. . .......... h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form1098-C? ..................................................................................................... Sponsoring organizations maintaining donor advised funds and section 509(aX3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year? ............................................................................... Sponsoring organizations maintaining donor advised funds. a Did the organization make any taxable distributions under section 4966' ............................................ b Did the organization make a distribution to a donor, donor advisor, or related person' .................................. 10 Section 501(c)(7) organizations. Enter: a Initiation fees and capital contributions included on Part VIII, line 12 .................. ...... .iDa b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities ....... lOb 11 Section 501(cX12) organizations. Enter: a Gross income from members or shareholders .............................................. 1 ii al

I,
X

MEN
HUM
E1

MEN OEM EMM MM

y; 0.

b Gross income from other sources (Do not net amounts due or paid to other sources . against amounts due or received from them.) .............................................11 b 12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041' ...... ........ .,,, 12a b If 'Yes,' enter the amount of tax-exempt interest received or accrued during the year ,,..,.., j 12b1 . 13 Section 501 (cX29) qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state'. ,.,,. .................................... 13a Note. See the instructions for additional information the organization must report on Schedule 0.. b Enter the amount of reserves the organization is required to maintain by the states in which the organization Is licensed to Issue qualified health plans . . . , ....................... c Enter the amount of reserves on hand ................................................... 14a Did the organization receive any payments for indoor tanning services during the tax year? b If 'Yes.' has it filed a Form 720 to renoil these payments? If Wa,' provide an exjlanation in Si TEEA0105 11130110 BAA

X 'I Form 990 (2010)

Form 99D(2O10)Americans fOr Prosperity

I PartY[j

75-3148958 Page Governance, Management and Disclosure For each 'Yes' response to lines 2 through 7b below, and for a 'No' response to line 8a, 8b, or lOb below, describe the circumstances, processes, or changes in

Check if Schedule 0 contains a resoonse to any question in this Part VI .......................................................

Schedule 0. See instructions.

I-I

SectionA. Governing Body a

Yes I No 4 1 a Enter the number of voting members of the governing body at the end of the tax year .. - ..._1 lal 4 b Enter the number of voting members included in line la, above, who are independent ....... I 1bJ 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee or key employee? ............................................................................ 3 Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person 7 ......................... 4 Did the organization make any significant changes to its governing documents since the prior Form 990 was filed' ................................................................................. 5 Did the organization become aware during the year of a significant diversion of the organization's assets? ............... 6 Does the organization have members or stockholders' ............................................................... 7a Does the organization have members, stockholders, or other persons who may elect one or more members of the governing body' .................................................................................................. b Are any decisions of the governing body subject to approval by members, stockholders, or other persons' ............... 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following: a The governing body' ............................................................................................... b Each committee with authority to act on behalf of the governing body? ................................................. 9 Is there any officer, director or trustee, or key employee listed in Part VII, Section A, who cannot be reached at the
organization's mailing address? If ''es,' provide the names and addresses in Schedule 0

2. 3 4 5 6 7a 7b x X X X

Be X 8b 9 ---^ X

ction B. Policies (This Section B reacests information about volicies not re qiiirdby the Internal Revenue Code.)
iDa Does the organization have local chapters, branches, or affiliates' .....................................................lOa

I Yes
X

I No

b If 'Yes,' does the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with those of the organization' ............ ....................... lOb X 11 a Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form' ........11 a X b Describe in Schedule 0 the process, if ahy, used by the organization to review this Form 990. 12a Does the organization have a written conflict of interest policy? if 'No,'go to line 13 ..................................... 12a X bAre officers, directors or trustees, and key employees required to disclose annually interests that could give rise toconflicts' .......................................................................................................12b c Does the organization regularly and consistently monitor and enforce compliance with the policy?
If 'Yes,' describe in Schedule 0 how this is done . .. ................................................................................

13 Does the organization have a written whistleblower policy' ........................................................ 14 Does the organization have a written document retention and destruction policy' ....................................... 15 Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision? a The organization's CEO, Executive Director, or top management official ............................................... bOther officers of key employees of the organization .................................................................. If 'Yes' to line 15a or 15b, describe the process in Schedule 0. (See instructions.) 16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year' ..................................................................................... 16a b If 'Yes,' has the organization adopted a written policy or procedure reu1ring the 6rganizat1on to evaluate its participation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard the oraanization's exemot status with resoect to such arran qements' ......................................................... 16b

I X

section to. i..iisciosure

See Form 990, Pate 6, Line 17 continued 17 List the states with which a copy of this Form 990 is required to be filed __ 18 Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you make these available. Check all that apply. UOwn website Another's website jj Upon request 19 Describe in Schedule 0 whether (and if so, how) the organization makes its governing documents, conflict of interest policy, and financial statements available to the public. 20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization: VA - 22201 .-(703)224-3200 Arlington gani za t i ori fl2.

BAA
rEEA0106 03/25/11

Form 990 (2010)

Form990(2010)

Americans for Prosperity

75-3148958

Page

I PatVlFJ Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and. Independent Contractors
Check if Schedule 0 contains a respon to-'any question In this Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1 a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization's tax year. List all of the organization's current officers directors, trustees (whether individuals or organizations), regardless of amount of compensation. Enter . 0- in columns (D), (E), and (F) if no compensation was paid. List all of the organizations current key employees, if any. See instructions for definition of 'key employee.' List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations. List all of the organization's former officers, key employees, and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. List all of the organization's former directors or trusteesthat received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations. List persons in the following order: individual trustees or directors; Institutional trustees; officers; key employees; highest compensated employees; and former such persons.

[1

1 Check this box if neither the organization nor any related ranizatlon Compensated any current officer, director, or trustee.
(A) (B) (C) (D) (E)
Name and title Average hours pe week (de scribe frourafor related organizetion5in Schedule 0)

(F)
Estimated amount of other compensation from the organization and related organizations

Position (check all that apply) --i g -. , Et '

gp.' ; aa
' a a

5' '

.-

Reportable compensation from the organization

(W-211 099-MISC)

Reportable compensation from related organizations

N-2l1099-MlSC)

Director Director ) J41Les_ Stephenson - Director Frayda Director

2.00 x 2.00 x 2.00 X. 2.00 X X

0. 0.

0. 0.
[]

0. 0.

0. 0. 23,650. 9,636. 20,605. 10,580. 10, 296. 21,476, 16,443.

0, 173, 152. 18,223, 80, 169. 78,200. t X & 79,754. 72,240. 72, 679. X 21,423.

0,

_atis
President

165, 730, 136,777. 102, 939. 101,800. 97,247. 34,542. 33,228. 84.252.

- ix Exec VP/General Counsel 7.00 (7)'-AlanCobb VP,. State Operations 15.00 - X J.e. ________ _L 8 VP, Policy 15.00 - - X State Director ------------State Director -Qj) Steve Mullins CFO. ey_Vb_1 --- State Director 15.00 - -

00 - - 15.00 - - X I 7.00]

i1 - - --- -------

BAA

TEEAO107 12121110

Form 9913 . 2010) mri ri foE Prosperity (A) Name and title (D) (c) (B) Average Position (check all that apply) Reportable hours -'icompensation from Sj 10 l 12 ins wed theoroanization
for
Et ,I a

75-3148958
(E)

Page 8 (F) Estimated amount of other compensation from the organization and related organizations

Reportable compensation from related organizations

(li-2I109MiSC)

reiSlO organr Z5tiOflS in SchO)

l
J.

a8

Ij
tat

a r

_OL ------------------------------------------------------------------------------_)_ -----------.- ---------------------------------------------------____.----------------_________

.

-----------------111111

756,515. 126,385. 595,840. ibSub-total ................................................................... .............. c Total from continuation sheets to Part VII, Section A 126,385. 756,515. 595,840. .................. d Total (dd lines lb and lc) 2 Total number of individuals (Including but not limited to those listed above) who received more than $100,000 in reportable compensation from the oraanization I. Yes No 3 Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1 a? If 'Yes, complete Schedule J for such individual .......................................................... 4 For any individual listed on line la is the sum of reportable compensation and other compensation from Ithe organization and related organizations greater than $150,000? If 'Yes' complete Schedule J for j such individual .................................................................................................... 5 Did any person listed on line la receive or accrue compensation from any unrelaled organization or individual ............. S n,-,isflrsr? 'Vd I ... Schedule fnr curl, If p ............-. nmr.safl .... ...............- . f lJI a, i,. ,,4ara,d W the endent Contractors Section B. Inde p more independent your
VI I S#(l.4I

---

'

(A) Name and business address

(B) Description of services

(C) Compensation 1,936,549 757,525 249,750 220,859 173,573 :-t;-Form 990 (2010) -

Nahigian Strategies 1001 N 1 .9th St, *1200 Arlington VA 22209 Event planning Rebecca Hsgelinecoamon45l2 25th Rd. North Arlington VA 22207 Communications John LProductioris 143 Laureiwood Dr Pike Road AL 36064 Production Arlington VA 22202 Communications connection strategy P0 Box 2192 Shawnee Mission KS 66201,Communications P0 Box 9265 Sinaularis 2 Total number of independent contractors (including but not limited to those listed above) who received more than ioobdo In conoens1ion from the oraanization 1, 6 rEEA0108 120110 BAA

Form 990(2O1

Part VIII I Statement of Revenue

0) Americans for Proslieri

(A) Total revenue (B) Related or exempt function revenue

75-3148958 (C) Unrelated business revenue

Pe9 (0) Revenue excluded from tax under sections 512, 513, or 514

M.
1 a Federated campaigns ...........la b Membership dues ............... lb c Fundraising events .............1 c d Related organizations .........., I e Government grants (contributions) .......le
ffl

4't

:. -.'kA

--,-.-.
.Of

f All other contributions, gifts, grants, and similar amounts not included above .. ., lf 21, 715, 87 g Noncash contributions included in Ins la-it $________________ h Total. Add lines la-if ;;..:.

A-

;: -

c_ 21, 715, 876. 9.979.

8<

........................
Business Code

2aReitration fees b d
e All other program service revenue.

-900099

9,979.

0.

0.

g Total. Add lines 2a-2f

3 Investment income (including dividends, interest and other similar amounts) .............................. 4 Income from investment of tax-exempt bond proceeds 5 Royalties._,, ........ (i) Real F76-5 Personal 6a Gross Rents b Less rental expenses c Rental income or (loss) .... d Net rental income or (loss) ,.

9,979. 357,661. 0. 0. 357,661,

v.

I ' ,;:;

t.
.

7a Gross amount from sales of assets other than inventory

(i) Securities

(ii) Other

if- :,_..,

-., .

Ld

iii

b Less cost or other basis and sales expenses ________________ _________________ - c Gain or (loss) dNet gain or (loss)......... ............................____________ i* u 8a Gross income from fundraising events (not including, $________________ of contributions reported on line ic) See Part IV line 18 a . b Less: direct expenses ...............: b c Net income or (loss) from fundraising events :. .--:.'9a Gross income from gaming activities See Part IV line 19 b Less:direct expenses ............... b c Net income or (loss) from gaming activities lOa Gross sales of inventory, less returns arid allowances a b Less cost of goods sold b .c Net income or (loss) from sales of inventory . .........
Miscellaneous Revenue
Business Code

....:-

p.

- -.':

..k. 4 -

-,

...........'.-.
'

S
I

----:

---- .A----,:.

A .
A A.

ha Refunds and other income

b__

900099

5,579.

5,579.

0.

0.

C_. _.. ----d All other revenue ................... .5,579. e Total. Add lines ha-lid ............. ..... ...........______________ 12 Total revenue. See instructions "12 2, 089, 0 95 .1 TEEA0109 10111/10 BAA

..... ;'. 15,558.1 0.1 357, 661. Form 990 (2010)

Form 990

.Americans for Prosperity

75-3148958

10

ment of FunctonaI Expenses

Section 501(c) (3) and 507(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D). (D) (C) (B) A) Fundraising Management and Program service Do not include amounts repo#edo.n lines Total penses expenses 6b, 71.,, Sb, 9b, and 101, of Part VIII. 1 Grants and other assistance to governments and organizations in the U.S. See Part IV, line 21 7.., --, 2 Grants and other assistance to individuals in .r the U.S. See Part IV, line 22 ................ .3 Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16 ............ .4 Benefits paid to or for members ............. .Compensation of current officers, directors, 93,844, 46,430. 123.780.. 264 trustees, and key employees ................ .6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ...................... .253,264 105, 892. 1,185,283. 7 Other salaries and wages ...................... 1,544,439. 8 Pension plan contributions (include section 401(k) and section 403(b) 9,423. 12,385. 30622. 52,430. employer contributions) ...................... .19,821. 25,998. 58,405. 104.. 224. 9 Other employee benefits .....................24,440. 9,170. 85.172. 118, 782. 10 Payroll taxes ................................11 Fees for services (non-employees): aManagement ................................. .. 5,898. 16,198. 118,. 963. 141, 059. bLegal ....................................... .._________ 5,883. 7,717. 7,442. 21, 042. c Accounting ... . ............................ .dLobbying .................................. ..35,000. 35,000. e Professional fundraising services. See Part IV, line 17 Investment management fees ................22,346, 55,880. 618,18 696,414. g Other ..................................... ..___________ 12 Advertising and promotion .....................4,074. 5,513, 54,237. 13 Office expenses ... ......................... .50,749. 20,981. 160,070 231, 800. 14 Information technology ...................... Royaes Royalties ....................................16 Occupancy ........ .9,192. 524,350.1 560, 973. 17 Travel ......................................18 Payments of travel or entertainment expenses for any federal, state, or local public officials ..............................1,717.15,352 690,150.1 697,219. 19 Conferences, conventions, and meetings ......0 84,630.1 0.1 84,630. 20 Interest ..................................... .Payments to affiliates ....................... .21 0 3,768. 3,768. 22 Depreciation, depletion, and amortization 0. 0. 4. 1,044. . 23 Insurance ..................................... 24 Other expenses. Itemize expenses not : covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% '1 I of line 25, column (A) amount, list line 24f expenses on Schedule 0.) 28,935. 250, 358. 10, 953,578. a Communications, ads media - 11,232,871. _ 5,462. 17,839, 3,803,486. 3, 826, 787. bConsultin 68,591. 1,679. 708, 157. 778,427. u_4 - r1 verot _ 4 ta C Posge, 19,999. 0. 189, 580. 209,579. dList rental 149, 545. 6,165. 1, 984, 975. 2,140, 685. e Print 228, 422. 454,084, 582,217. fAll otherexpenses......... ................... .- 1,264,723. L072 295. 1,119,056. 21, 872, 836. - 24. 064, 187. 25 Total functional expenses. Add lines I throulj 24f if following 26 joint costs. Check here SOP 982 (ASC958-720). Complete this line 'only if the organization reported in,columri (B) joint costs from a combined educational 196, 546. 458. 606. 655. 152. . campaign and fundraising solicitation BAA

_upCQfl

TEEA0110 1212110

Form 990 (2010) Americans for Prosprit

75-3148958
(A) Beginning of year

Pagll
(B) End of year

PartX I Balance Sheet

1 2 3 4 Cash - non-interest-bearing ................................................... Savings and temporary cash investments Pledges and grants receivable, net Accounts receivable, net

....................................... ............................................. ......................................................

396,733. 1 164,999. 31,760,

. 5 2 3 4

728,076. 192,929.
109,718.

A S S E T S

5 Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ............. 6 Receivables from other disqualified persons (as defined under section 4958(0(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501 (c)(9) voluntary employees' beneficiary organizations (see instructions) 7 Notes and loans receivable, net 8 Inventories for sale or use 9 Prepaid expenses and deferred charges

.................................................. ................................................. ..................................................... .........................................

2,774,572.

6 7

1,582,195,

A Ii.
T

lOa Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D lOa 20,552. b Less: accumulated depreciation lOb 3,768. 11 Investments - publicly traded securities 12 Investments - other securities. See Part IV, line 11 13 Investments - program-related. See Part IV, line 11 14 Intangible assets 15 Other assets. See Part IV, line 11 16 Total assets. Add lines 1 -throu g h 15 (must equal line 34) 17 Accounts payable and accrued expenses . ,., .................................... 18 Grants payable 19 Deferred revenue 20 Tax-exempt bond liabilities 21 Escrow or custodial account liability. Complete Part IV of Schedule D

..................... . ...................... ........................................ ............................ ............................. ............................................................. ..............................................

.. ....

.. -.

..L

. .-,, .,,,.

-4'- 0... lociOc.

'-.

16,784,

............................................................... ............................................................... .................................................... ............

3,368,064. 369,874.

16 17 18 19
20 21

629,.702. 900. 424.

E $

T A S S E T S 0 R F U N D B e C

22 Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons. Complete Part II of Schedule L 23 Secured mortgages and notes payable to unrelated third parties 24 Unsecured notes and loans payable to unrelated third parties 25 Other liabilities. Complete Part X of Schedule D ..................................979, 680.. 26 Total liabilities. Add lines 17 through 25 1.,34 9, 554. t Organizations that follow SFAS 117, check here and complete lines . 27 through 29 and lines 33 and 27 Unrestricted net assets ...........................................................713, 326. 28 Temporarily restricted net assets .........................,. ,,,..,, 1, 305, 184. 29 Permanently restricted net assets ..................,. .. Organizations that do not follow SFAS 117, check here and complete lines 30 through 34. 30 Capital stock or trust principal, or current funds 31 Paid-in or capital surplus, or land, building, or equipment fund 32 Retained earnings, endowment, accumulated income, or other funds 33 Total net assets or fund balances . ............... ............................... 2,0 510. 34 Total liabilities and net assets/fund balances 3.3 064,

................................................... .................. ...................

22

25 26

1,685,860, 2, 586,284.

.............. ................

34.. 27 2,299,924. 28 2. 343. 342.

.................................. ................... .............

....................................

.._______________________________ 33 43,418,
34

2;629,702.
Form 990 (2010)

BAA

TEEA0111 12/21(10

Form990(2010) Americans for Prosperity

75-3146958

Pae12

[Part Xij Reconciliation of Net Assets

Check if Schedule O.contalns a response to any question in this Part XI ................................ 22,08:,O95. 24,064,187. 1,975, 092. 2,018,510..-

1 Total revenue (must equal Part VIII, column (A), line 12) ................................................... 1 2 Total expenses (must equal Part IX, column (A), line 25) ....................................................2 3 3 Revenue less expenses. Subtract line 2 from line 1 .............................................,., 4 4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) .........., ............r 5 Other changes in net assets or fund balances (explain in Schedule 0) ......................................5 6 Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equalPart X, line 33, ....................,.,... ............... 6T column(B)).
R [-^^ rt Xll

43,418.

Financial Statements and Reporting

Check if Schedule 0 contains a response to any question in this Part XI

. - . Yes No

. JJ

1 Accounting method used to prepare the Form 990

fl

Cash

Accrual

fl

Other

If the organization changed its method of accounting from a prior year or checked 'Other,' explain ,. . in Schedule 0. 2a Were the organization's financial statements compiled or reviewed by an independent accountant? ........................2.a - X b Were the organization's financial statements audited by an independent accountant' ....................................2b X -. c If 'Yes' to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant ? ...........................2c - X If the organization changed either its oversight process or selection process during the tax year, explain in Schedule 0 r.. d If 'Yes' to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis consolidated basis or both Both consolidated and separate basis Consolidated basis Separate basis 3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133' ..................................................................................3a X

b If 'Yes,' did the oranization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why In Schedule 0 and describe any steps taken to undeto such audits . ............................. .3b Form 990 (2010) BAA

TEEA01I2 12121110

SCHEDULE D (Form 990)

Department of the Treasury trrtemat Revenue Service

IS No. 1545-0047

Supplemental Financial Statements

Complete if the organization answered 'Yes,' to Form 990, Part IV, lines 6,7,8) 9, 10, 11, or 12. '- Attach to Form 990. 1, See separate instructions.

2010
lion numbcr 175-3148958

Americans for Prosperity

PtF Organizations Maintaining Donor Advised Fudsor Other Sim the organization answered 'Yes' to Form 990, Part IV, line 6.
(a) Donor advised 1 Total number at end of year .................. 2 Aggregate contributions to (during year) 3 Aggregate grants from (during year) 4 Aggregate value at end of year ................ funds

or Acc6unts CompI
(b)Funds and other accounts

5 Did the organization inform all donors and donor advisors in writing that-the assets held in donor advised funds are the organization's property, subject to the organization's exclusive legal control? ......................

6 Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? .............................................................Yes

fl

Yes

No

No

I Part IF-1 Conservation Easements. Complete if the organization answered 'Yes' to Form 990, Part IV ., line 7.
1 Purpose(s) of conservation easements held by the organization (check all that apply). Preservation of an historically important land area Preservation of land for public use (e.g., recreation or education) HPreservation of a certified historic structure Protection of natural habitat Preservation of open space 2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day- ,of the tax year. Held at the End of the Tax Year a Total number of conservation easements .................................................... b Total acreage restricted by conservation easements .......................................... c Number of conservation easements on a certified historic structure included in (a) .............. d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register 3 Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the tax year '._____________ 4 Number of states where property subject to conservation easement is located
111

5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ................................ . .................... 6 Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year 7 Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year .$ 8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii) 7 ..................................................................

LI Yes

UNO

9 In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, and Include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting for conservation easements.

fl

Yes

No

I PaiHlkI Organizations Maintaining Collections of Art, Historical TreasUres, or Other Similar Assets,
Complete if the organization answered 'Yes' to Form 990, Part IV, line 8.
1 a If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIV, the text of the footnote to its financial statements that describes these items. b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items: (i) Revenues included In Form 990, Part VIII, line 1 ,,.,,..,,. , ............................................... $_____________________ (ii) Assets included in Form 990, Part X ............................. ......................................... 2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the following amounts required to be reported under SFAS 116 (ASC 958) relating to these items: a Revenues included in Form 990, Part VIII, line 1 ........ ........... ....................................... .......__________________ b Assets included in Form 990, Part X ........................................................................ $ BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990. TEEA330I 11115/10 Schedule 0 (Form 990) 2010
S

Schedule (Form 990) 2010 Americans for Prsperit Part Ill- lflrnanizations Maintairiina Collections of Art.

75-3148958.

Page

or Other Similar Assets (continued)

3 Using the organizations acquisition, accession, and other records check any of the following that are a significant use of its collection items (check all that apply): dLoan or exchange programs Public exhibition a Other e Scholarly research b Preservation for future generations C 4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose in Part Xlv. sim 5 During the year, did the organization solicit or receive donations of art, hstoricI treasures, or other similar Yes' assets to be sold to raise funds, rather than to be maintained as part of the organizations C011ec iofl ..................

Part lvi Escrow and Custodial Arrangements. Complete if organization answered 'Yes' to Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
1 a Is the organization an agent, trustee, custodian, or other intermediary for contributions or other assets not included on Form 990, Part X ...................................................... . ............. ..-.......... b If 'Yes, explain the arrangement in Part XIV and complete the following table:

fl

fl

No

LI Yes
Amount

No

cBeginning balance ..................................... ................. .........v ........... ..._____________________________ ciAdditions during the year ....................................................................... id e Distributions during the year .............. . ............. . .............. ............ ... ..........i.! ________ fEnding balance ................................................................................ if No Yes .................. 2a Did the organization Include an amount on Form 990, Part X, line 21?.,.,..,,,...,.............. b If 'Yes,' 61ain the arran q ement in Part XIV. ..2.2 990, vart iv, line 10. e if the organization a (e) Four years back (d) Three years back back (b) Priori Current year I ',..1 a Beginning of year balance ...... b Contributions ................. ... '.v;. c Net investment earnings gains and losses ......................_________________ d Grants or scholarships ......... e Other expenditures for facilities and programs .................._____________________ f Administrative expenses ...... ..________________ g End of year balance ...........,. 2 Provide the estimated percentage of the year end balance held as: % a Board designated or quasi-endowment 1, b Permanent endowment c Term endowment ,'

3a Are there endowment funds not in the possession of the organization that are held and administered for the , Yes , organization by: 3a(i) (i) unrelated organizations .......................... .... ......................... ............... ............... (ii) related organizations ........................................................................................... 3aCii) b If Yes' to 3a(ii), are the related organizations listed as required on Schedule R 7 ....................................... 315 4 Describe in Part XIV the intended uses of the organization's endowment funds,

No

aitYI I Land, Buildings, and Equipment, See Form 990, Part X, line 10
Description of investment (a) Cost or other basis (investment)

(b) Cost or other basis (other)

(c) Accumulated depreciation

.'-: ?flfl:;!:

(ci) Book value .

laLand ....................................... bBuildings ............................ c Leasehold improvements ................... 1. d Equipment. .. . ....... eOther ...................................... Total. Add lines 1 a through 1 e (Column (d) must equal BAA

20.552. Part X. column

68.1

16.784.

16,784. Schedule (Form 990) 2010

1EEA3302 12120110

Schedule D (Form 990) 2010 Americans for Prosperity PartVllI InvestmentsOther Securities. See Form 990, Part :X, (b) Book value (a) Description of security or category (includirki name of securltv (1) Financial derivatives (2) Closely-held equity interests (3) Other -****** - --- -------

75-3148958

Page

line
(c) Method of valuation Cost or end-of.yearmarket value

ffj

----------------------

Total. (Column (b). must equal Form 990 Part-X, column (8) lino 12.)...

I PartVlllI lnvestmentsProaram Related. (See

(a) Description of investment type

i-i 990, Part

(b) Book value

X, line 1
(c) Method of valuation: Cost or end-of-year market value

:: Form 990. Part

> value

X. line 1

Total. (Column (b) must e qual Form 990, Part Liabilities. (iee t-orm I (a) Description of liability (1) Federal income taxes

line 15)-

u, vart A. line b)

............... ........ ....... ... ......... ..........

(b) Amount 1,685,860

Payable to affiliate (2) (3) (4) (5) (6)

(9) (10) (11)

..-

Total. (Column (ii) must eiiiil Form 990. PartX, column (8) Iine2S)....... 1, 685 860. .' 2. FIN 48 (ASC 740? Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). BAA
TEE303 12120110

Schedule D (Form 990) 2010

Schedule D (Form 99O)2010

Americans for Prosperity Pad:X11 Reconciliation of Change in Net Assets from Form 990 to Audited Financial Statements

75-3148958

Page

................ ............................. 1 Total revenue (Form 990, Part VIH,column (A), line 12) .......... 2 Total expenses (Form 990, Part IX, column (A), line 25) ........................................................... 3 Excess or (deficit) for the year. Subtract line 2 from line 1 .......................................................... 4 Net unrealized gems (losses) on investments .................................................................... 5 Donated services and use of facilities .................................................... ........................ 6 Investment expenses .......................................................................................... 7 Prior period adjustments ..................................................................................... 8 Other (Describe in Part XIV) ...............................,, ................... .....,.. 9 Total adjustments (net). Add lines 4 through 8 ............................. ....... ............................. 10 Excess or (deficit) for the ,yeoe per audited financial statements. Combine lines 3 and 9
rt Xli I Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1 Total revenue, gains, and other support per audited financial statements ...................................... 1 2 Amounts included on line 1 but not on Form 990, Part VIII, line 12: 2a a Net unrealized gains on investments ........................................... b Donated services and use of facilities ............................................. 2b c Recoveries of prior year grants ................................................. 2c 2d d Other (Describe In Part XIV) ...................................................... eAdd lines 2a through 2d .................................................................................. 2e 3 Subtract line 2e from line 1 ..............................................................................3 4 Amounts included on Form 990, Part VIII, line 12, but not on line 1: a Investments expenses not included on Form 990, Part VIII, line 7b .................4a b Other (Describe in Part XIV.) .................................................. 4b cAdd lines 4a and 4b ....................................................................................... 4c 5 5 Total revenue. Add lines 3 and 4c. (Ilifs, must equal Form 990, Part I, line 12.)

24, 064, 187. 1,975,092.

1.975.092 22

22, 089, 095.

22, 089,095. 24, 064, 187.

Reconciliation of Ex penses p er Audited Financial Statements With Expenses per RetL art MILT 1 Total expenses and losses per audited financial statements .................................................. 2 Amounts included on line 1 but not on Form 990, Part IX, line 25: 2a a Donated services and use of facilities . .....................................,., bPrior year adjustments ....................................................... 2b cOther losses ................................................................. 2c d Other (Describe in Part XIV.) .................................................. 2d eAdd lines 2a through 2d . ................................................................................ 3 Subtract line 2e from line 1 ........................................ ............. 4 Amounts included on Form 990, Part IX, line 25, but not on line 1: a Investments expenses not included on Form 990, Part VIII, line 7b ,....,.,..,, 4a b Other (Describe in Part Xlv.) ................................................ .4l ,. c Add lines 4a and 4b ................................................. ...... ............ ..... 5 Total expenses Add lines 3 and 4c. This must egua(Form 990, Part!, line 18.) ....... 2e

24,064,187.

4c
5

24064187.

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part Ill, lines la and 4; Part IV, lines lb and 2b; Part V, line 4; Part X, line 2; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and th. Also complete this part to provide .ny additional information.

Pt

X.

---The.

t9a evaluated its tax positions and determined it_hi9ns,

as of December

,.O

'7

thrqu

tax

_.

are open for examination

fedal tax ing authorities. er

BAA

TEEP3304

omin

Schedule D (Form 990) 2010

Schedule D (Form 9O)2O1O Ameribans for Prsperity

75-3148958

Page 5

I Paft XIV. I Supplemental

Information

'continud)

---- - - - - - - - --.-

------

BAA

1EEA3305 07/16/10

ScheduleD (Form 990) 2010

OMB No. 1545-0047

(Form 990 or 990-EZ)

SCHEDULE G

Supplemental Information Regarding Fundraising or Gaming Activities

Complete if the organization answeredYes' to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. See separate Instructions. ' Attach to Form 990 or Form 990-EZ.

2010
Employer Identification number

Department of the Treasury Internal Revenue Service Name of the organization

Americans for Pro

it

75-3148958

--v Fundralsing Activities. Complete if the organization answered 'i' to Form 990, Part IV, line 17. art,. Form 990 . EZ filers are not required to complete this part. 1 Indicate whether the organization raised funds through any of the following activities. Check all that apply. Solicitation of non-government grants e a X Mail solicitations Solicitation of government grants f b X Internet and email solicitations Special fundraising events c K Phone solicitations g d X In-person solicitations
2a Did the organization have a written or oral agreement with any individual (including officers, directors, trustees or key

employees listed in Form 990, Part VII) or entity in connection with professional fundraising services? .................... Yes

No

b If Yes, list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundralser is to be -compensated at least $5,000 by the organization. to (vi) Amount paid to (or retaine (ii) Activity I (iii) Did fundraiser (iv) Gross receipts I (i) Name and address of individual (or retained by) fundraiser I in have custody or control from activity or entity (fundraiser) organization column I_ofcontributions?

IYes

No 78,000. -. 13,551.
29,000. 49,000.

Melange Enterprises BMD

-

2
3

7.551.

4 5
6
7 8 9 10

Total............................. 3 List all states In which the ogar or liceniii..

91,551.
;tered or licensed to solicit contributions or has

35,000.1
d it is exempt from

BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-El TEEA370I 01/13/11 -

Schedule G (Form 990 or 990-EZ) 2010

75-3148958 Page2 Schedule G (Form 990 or 990- )2010 .americans for Prosperity IPartlrj Fundraising Events. Complete if the organization answered 'Yes' to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6a. List events with gross receipts greater than $5,000.
(a) Event #1
R E V E (event type)

(b) Event #2
(event type)

I (c) Other events

(total number)

(add column (a) through column (c))

(d) Total events

N U E

Gross receipts ..................,.....

2 Less: Charitable contributions ..... Gross Income (line 1 minus line 2) ... 4 Cash prizes .... ..... ......... .

5 Noncash prizes ........................

D R E C T

6 Rent/facility costs .....................

7 Food and beverages ...,.,:...-,..;,,.,

E X
P E N

8 Entertainment. 9 Other direct expenses ................. 10 Direct expense summary. Add lines 4- through 9 in column (d) ........... . 11 Net income summa". Combine line 3, column (d), and line 10 . ..........................................

E S

Ili.J Gaming. Complete if the organization answered 'Yes' to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.
R E V E N U E

(a) Bingo

(b) Pull tabs/Instant bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add column (a) through column (c))

1 Gross

2 Cash prizes ..............................

DX P RE Cs T E
E

EN

3 Non-cash prizes .......................

4 Rent/facility costs .....................

5 Other direct expenses ................ 6 Volunteer labor .................... .... Yes No % I lYes No $ Yes No ................ 3g'^' "t ''.z "

7 Direct expense summary. Add lines 2 through 5 in column (d)

8 Net ilaminu income summary. Combine lines 1. column td) and line 7 ...................................... 9 Enter the state(s) in which the organization operates gaming activities: a Is the organization licensed to operate gaming activities In each of these states? .................................... b If'No,' explain;

Yes

No

10 a Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? b If 'Yes,' explain:

0Yes lJ No

BAA

TEEA3702 01113/11

Schedule G (Form 990 or 990-EZ) 2010

75-3148958 Schedule G (Form 990 or 990-EZ) 2010 Americans for Prosperity Yes 11 Does the organization operate gaming activities with nonmembers? ..............................................

Page 3

.LI

12 Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity formed to administer charitable gaming'

................................................................................... LI Yes

No

13 Indicate the percentage of gaming activity operated in: 13a aThe organization's facility .. lSb bAn outside facility 14 Enter the name and address of the person who prepares the organization's gaming/special events books and records:

...................................... ..................................... ........................... ........ . .... .... ...... .

Name ' Address

15

Does the organization have a contact with a third party from whom the organization receives gaming revenue? ......... b If Yes,' enter the amount of gaming revenue received by the organization $_____________________ and the amount of gaming revenue retained by the third party '- $. c If 'Yes,' enter name and address of the third party: NameAddress 1, . .

Yes

No

16 Gaming manager information Name Gaming manager compensation Description of services provided

1,

U Director/officer
17 Mandatory distributions

Employee

fl Independent contractor

a Is the organization required under state law to make charitable distributions from the gaming proceeds to retain the stategaming license? b Enter the amount of distributions required under state law to be distributed to other exempt organizations or spent in the organization's own exempt activities durfrg the tax year

...........................................................................................flYes

No

itlVI

1, $ Supplemental Information. Complete this part to provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part , lines 9, 9b, lOb, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

BAA

1EEA3703 01/13111

Schedule G (Form 990 or 990-EZ) 2010

(Form 990)

SCHEDULE J
-

Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
r______ ,snn n...s n, e e nes to rorm u, rdrL iv, ,iue L. Complete if me organization Attach to Form 990. 11 See separate instructions. - . - .,--------n,_ _. answ r d

OMB No. 1545.0047

2010
d .Upen
Iff

Department of the Treasury Internal Revenue Service of the organization

Employer Identification number

Itv
arch

175-3148958 Yes I No

1 a Check the appropriate box(es) if the organization provided any of the following to or for a person listed in Form 990, Part VII, Section A, line la. Complete Part Ill to provide any relevant information regarding these items. First-class or charter travel Travel for companions. Tax indemnification and gross-up payments Discretionary spending account Housing allowance or residence for personal use Payments for business use of personal residence Health or social club dues or initiation fees Personal services (e.g., maid, chauffeur, chef)

i;

b If any of the boxes on line la are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If No,' complete Part Ill to explain ................. 2 Did the organizationrequire substantiation prior to reimbursing or allowing expenses incurred by all officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1 a 7 ...................................... 3 Indicate which, if any, of the following the organization uses to establish the compensation of the organization's CEO/Executive Director. Check all that apply. Compensation committee Independent compensation consultant X Form 990 of other organizations Written employment contract X Compensation survey or study X Approval by the board or compensation committee

lb 2

4 During the year, did any person listed in Form 990, Part VII, Section A, line la with respect to the filing organization or a related organization: a Receive a severance payment or change-of-control payment from the organization or a related organization? ............ b Participate in, or receive payment from, a supplemental nonqualifled retirement plan? .................................... c Participate in, or receive payment from, an equity-based compensation arrangement? .................................. If 'Yes' to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III. Only section 501 (c)(3) and 501 (cX4) organizations must complete lines 5-9. 5 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue any compensation contingent on the revenues of a The organization? ...................................................... ............................................ bAny related organization? ........................................................................................... If 'Yes' to line 5a or 5b, describe in Part III. 6 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue any compensation contingent on the net earnings of: aThe organization? ....... .............................................................................. bAny related organization? ........................................................................................... If 'Yes' to line 6a or 6b, describe in Part III.

4a 4bl 4cl

X I X IX

r 1':

5a X 5b!X

^0011
.X -

7 For persons listed in Form 990, Part VII, Section A, line la, did the organization provide any non-fixed payments not described in lines 5 and 6? If 'Yes,' describe in Part III ................................................................7

8 Were any amounts reported in Form 990, Part VII, paid or accrued pursuant to a contract that was subject to the initial contract exception described in Regulations section 53.49138-4(a)(3)? If 'Yes,' describe in Part Ill ...........................8 - X 9 If 'Yes' to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section53.4958 -6c) ...... .. ......... ...... . ........................... ........ ................... ........... . ...... .9 - Schedule J (Form 990) 2010 BAA For Paperwork Reduction Act Notice, seethe Instructions for Form 990.

TEEA4101 12(22/10

Schedule J (Form 990) 2010

5-3148958

PaitlLI Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use Schedule J-1 if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations described in the instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII. Note. The sum of columns (B)(i)-(iii) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line la. (B) Breakdown of W-2 and/or 1099-MISC compensation (iii) other (i() Bonus and Incentive (1) Base
compensation
compensation a

(A) Name

(C) Retirement and other deferred

compensation

(D) Nontaxable benefits

(E) Total of columns (B)(i)-(D)

(F) Compensation reported in prior

Form 990 or
Form 990-EZ

compensation

reportable

(i) ____122, 057_

51095__________ 0. ___ -- _3, 748.

___ 8 324.

1 Tim Phillips 2 John Flynn

3 Alan Cobb 4 Philip Key en

p i

116 825. 136, 777.

48,905. 0. -

0.

3,602.
2, 417.

7,976. 4,388.
6, 627.

177, 308. ^-- ^127, 00.4.

19, 379. 34, 259.

(I) ,__ 18 L 223____ - _.____ 0. C) 72L726_ ____ 7 ;443.

5. -98.

0. -0.

4,092.

145, 257.
89213.

115 302.
61L183_

8,485. 3,076. 0. 9,557. 93,382. ii () ____ 68 L 800_ _9 400.2,322. ______2x227. 2,953. 3,078. 0. 10,600. 91,200. ^i
(i) ____ 67_604_
J

114 500.
82 .749.

127 541.
77L145_

107,831. 102,910.

97,156. 71,886.

12150_ 0. ______2 389. ______2s 244. ___841 387_ ____ 23.y364_

5 Steven Rorie an n
C)
6 (ii)

82,397.
_-_------

14,850.
-----^--^_-

0.
---------

2,921.
---------.

2,742.
---

-_---------

----------

11

::i::::::L::::::::::::i::I:I:::::::::::.::::::I::::I:tIIII.
--I-----------f--_._ -

14

:i::::.:.t:::::::::::::::::::t:::::::::t::::::::tIIIILTII
F..,_..r------j i --------- ------_ TEEA4102 0712.0110 Schedule J (Form 990) 2010

BAA

Page 75-3148958 Schedule J (Form 990) 2010 Americans for Prosperity I Part'Ill 1 Supplemental Information Complete this part to provide the information, explanation, or descriptions required for Part I, lines la, lb, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information. PtI Line 7 _m9gij to receive cry_cjL _________________

BAA
TEEA4103 07/20/10

Schedule J (Form 990) 2010

SCHEDULE 0
(Form 990 or 990-EZ)

Supplemental Information to Form 990 or 990-EZ Complete to p rovide information for responses to specific questions on Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ. . 75-3148958'

acne No. 1545-0047

2010
Open;t`o, Public=,;.;
:Inspectori' Y

Department of the Treasury Internal Revenue Service Name of the organization

Employer identification number

Pt VI-B, Line 15, .The. board for Americans for Prose_erity_ Foundation, a ------- related orccanization^_reviews comparative data in determining_-__-__ _` ------ ajr for the CEO and other key employees_ -----------------------------

-pon request_ _ _ _ Pt VI-C, Line 19 Documents are provided_u ----------- Pt VI-B, Line lla The board is provided the 990 for review and questions
---------

to filing the return____ _"_._-____

.___ . _ -j _ __--,
-

Pt VI-B,_ Line 12c The conflict of interest policy_is disclosed_in the employee _

_-

__manual.__Em^lovees_a gree to inform management of - any ----_--__

' changes that ma arise_ There is currently no conflict _of interest agreement for board members.

Pt VI-A, Line 8b The O:ELanization had no committees during 2010.-____^_-_

--------------------- --- -...-------------- -_ ----- - ---- - --------

BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

ThEA4901 10/26,10

Schedule 0 (Form 990 or 990-EZ) 2010

(Form 990)

SCHEDULE R Related Organizations and Unrelated Partnerships - Complete if the organization answered 'Yes' to Form 990, Part IV, line 33, 34, 35, 36, or 37. Attach to Form 990. b, See separate Instructions.

0M13 No. 1545-0047

Department of the Treasury Internal Revenue Service Name of the organization

,-

2010
Opei,tiPubllc: : lnspe'tion':

Americans for ProsprItv

IPartI-1 Identification of Disregarded Entities (Complete if the organization answered ' Yes ' to Form 990, Part IV, line 33.)
(a) Name, address, and EIN of disregarded entity (b)(c) Primary activity Legal domicile (state or foreign country) I (d) Total income I

Employer identification number -7c--i AQ QrQ

1L_292Q2

(e) End-of-year assets I

(1) Direct controlling entity

----------------JEducate and mobilize 2111 Wilson Blvd, Suite 350 Arlino-ton 22201]citizens IV

-.-------------------------- ----

152 --------------------------------

----------------- --- -- --- ------.---1

(a) Name, address, and EIN of related organization (b)(c) Legal domicile (state Primary activity or foreign country)

Part II Ildentification of Related Tax-Exempt Organizations (Complete if the organization answered 'Yes' to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)
(d) Exempt Code section (e) Public charity status (if section 501 (c)(3)) (f) Direct controlling entity (g) Sec 51 2(bXl 3) controlled en ti ty? Yes No (1 iuericans for Prosperity Foundation 52-1527294 educate 2111 Wilson Blvd., #350, Arlington VA222Ol

citizens
DE

1501 (c) (3) public charity

-----------------------

-------------------------------------*---.-.- -----_.-------------------------BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990. TEEA5001 iviio Schedule R (Form 990) 2010

Schedule R (Form 990) 2010 Americans for Prosperity

75-3148958

Page 2

PartIIN II dentification of Related Organizations Taxable as a PartnershipCompIete if the organization answered 'Yes' to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)
(a) Name, address, and EIN of related organization (b) Primary activity (c) (d) Legal Direct domicile controlling entity (state or foreign country) (e) Predominant income (related, unrelated, excluded from sections 512-514) (g) Share of end-of-year assets tax under (t) Share of total income (h) (1) (Ic) Q) DisproporCode V-UBI General or Percentas tionate amount in box managing ownership: allocations? 20 of Schedule partner? K-i ________ (Form 1065) ---- No Yes No Yes

:pIV.IIdentification of Related Organizations Taxableas a Corporation or Trust (Complete if thet organization answered 'Yes' to Form . 990, Part IV, - line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)
(a) Name, address, and ElM of related organization (h) (b)(c) (e) (t) (d) (g) Primary activity Legal domicile Direct Type of entity Share of total income Share of end-of-year Percentage (state or foreign controlling entity (C corp, S corp, assets ownership country) or trust) I

_i1

ji .---------------------.

-------Schedule R (Form 990) 2010

BAA

TEEAS002 2J07/10

Schedule (Form 990)2010

Americans for Prosperity

75-3148958

Page 3

Pt VI Transactions With Related Organizations (Complete if the organization answered 'Yes' to Form 990, Part IV, line 34, 35, 35a, or 36.)
Note. Complete line 1 if any entity is listed in Parts II, Ill, or IV of this schedule. During the tax year did the organization engage in any of the following transactions with one or more related organizations listed in Parts ll-IV? a Receipt of (I) interest (ii) annuities (ill) royalties (iv) rent from a controlled entity . ...... bGift, grant, or capital contribution to other organization(s) ........... ..,,,, . ...................................................................................... c Gift, grant, or capital contribution from other organization(s) ............................................................................................................ dLoans or loan guarantees to or for other organization(s) ............................................................................................................... e Loans or loan guarantees by other organization(s) ................................................................................................................. fSale of assets to other organization(s) ........................................................................................................................... gPurchase of assets from other organization(s) ..................................................................................................................... hExchange of assets .................................... ..................................................................................................... .. 1 Lease of facilities, equipment, or other assets to other organization(s) ........................ ..... Yes No la X

lb ic itt X le X

1
1 ii ii 1k ii.

I X X X

...... j Lease of facilities, equipment, or other assets from other organization(s) .................................................................... k Performance of services or membership or fundraising solicitations for other organization(s) .................................................................. I Performance of services or membership or fundraising solicitations by other organization(s) ................................................................... m Sharing of facilities, equipment, mailing lists, or other assets ............ ..... .; .................... ........... nSharing of paid employees ............................................... ...................................................................................
oReimbursement paid to other organization for expenses .......................................................................................................... p Reimbursement paid by other organization for expenses.. ................................ ............................................................................. Other transfer of cash or property to other organization(s) . ......................................................................................................... ...... ......................................................... r Other transfer of cash or property. from other organization(s) ................ 2 If the answer to an y of the aboveis 'Yes see the instructions for information on who must comoletethis line. includino covered relationshios and transaction thresholds. (a) Name of other organization Transaction (b) type (a-r)

x
X X

ml
in lo

ip

(d) Method of determining (0 Amount involved amount involved I

ti on ri Americans Americans for Proseritv Foundation

557, 623.1aotual 3,434, 096.Iactual

007

BAA

m5003 12JI10

Schedule R (Form 990) 2010

Schedule R (Form 990) 2010 Americans for Prosperity

75-3148958

Page 4

IPrtYII Unrelated Organizations Taxable as a Partnership (Complete if the organization answered 'Yes' to Form 990, Part IV, line 37.)
the following information for each entity taxed as a p I that was not a related oraanization Sae .Instructions (a) Name, address, and EIN of entity though which the organization conducted m g exclusion for certain investment partnershir 1 (b) (c) I I Are all Legal domicile Primary activity se (state or foreign 501 country) than five percent of its activities (measured by total assets or gross
V

(e) (f) (h) (9) Share of end-of-year Dispropor- Code V-UBI amount General or assets in box 20 of tionate managing allocations? Schedule K-i partner? Form (1065)

_________________

-- -------------------

J41______________________________

_ci--------------------------- ----

BAA

TEEA5004 12/23/10

Schedule R (Form 990) 2010

Schedule R (Form 99)2O10 1xhericans for Prosperity

753148958

Page 5

I PrtVIl .1 Supplemental Information Complete this part to provide additional information for responses to questions on Schedule R - (see instructions).

BAA

mA005

07/16110

Schedule R (Form 990) 200

Americans For Prosperity

75-3148958

Schedule 0 (Form 990), Supplemental Information to Form 990 Form 990, Page 6 Line 17 (continued)

Alabama Alaska Arizona Cali fornia Colorado Connecticut District of Columbia Florida Georgia Illinois Kansas Kentucky Louisiana Maine Maryland t4assachusetts Michigan Minnesota New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina Tennessee Utah Vermont Washington West Virginia Wisconsii Hawaii

FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT AMERICANS FOR PROSPERITY December 31, 2010

TABLE OF CONTENTS PAGE INDEPENDENT AUDITOR'S REPORT FINANCIAL STATEMENTS Balance Sheet Statement of Activities Statement of Cash Flows Statement of Functional Expenses Notes to Financial Statements 2 3 4
5 6

DOUGLAS COREY & ASSOCIATES, P.0 CERTIFIED PUBLIC AccouNrF4Ts 6601 LIrELE RIVER TURNPIKE, SUITE 440 ALENDRIA, VIRGINL 22312 (703) 354-2900 F.x (703) 354-2606

E-L: coreycpa@coreycpa.com

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors Americans for Prosperity We have audited the- accompanying balance sheet of Americans for Prosperity (a nonprofit organization) as of December 31, 2010, and the related statements of activities, cash flows and functional expenses-for the year then ended. These financial statements are the responsibility of the Organization's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted- in the United States of America, Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Americans for Prosperity as of December 31, 2010, and the changes in its net assets and its cash flows for the year then ended in conformity with accounting principles generally' accepted in the United States of America. -

7(7
April 28, 2011

Americans for Prosperity Balance Sheet December 31, 2010 (See Independent Auditor's Report and notes to financial statements)

Assets

Current Assets Cash and cash equivalents Pledges receivable Other receivable Due from affiliate Total current assets Property and equipment, net of accumuated depreciation of $ 3,768

728,076 192,929 109,718 1,582,195 2,612,918

16,784

$ 2,629,702

Liabilities and Net Assets Current Liabilities Accounts payable and accrued liabilities Payable to affiliate Total current liabilities Net Assets Unrestricted Temporarily restricted

900,424 1,685,860 2,586,284

(2,185,134) 2,228,552 43,418 $ 2,629,702

Americans for Prosperity Statement of Activities For the year ended December 31, 2010 (See independent Auditor's Report and notes to financial statements)

Unrestricted

Temporarily Restricted

Total

Revenues and Other Support: $ 10,715,440 Contributions 9,979 Registration fees 357,623 Interest on intercompany loan 38 Interest income 5,579 Refunds and other income Net assets released from restrictions: 10,077,068 Satisfaction of program restrictions Total Revenues and Other Support Expenses: Program expenses State chapter activities National General and administrative Development Total Expenses Change in Net Assets Net Assets, beginning of year Net Assets, end of year $ 21,165,727

$ 11,000,436 $
(10,077,068) 923,368

21,715,876
9,979 357,623

38
5,579

22,089,095

3,819,255

18,053,581 1,119,056 1,072,295 24,064,187 (2,898,460) 713,326 (2,185,134) $

923,368 1,305,184 2,228,552 - $

3,819,255 18,053,581 1,119,056 1,072,295. 24,064,187 (1,975,092) 2,018,510 43,418

Americans for Prosperity Statement of Cash Flows For the year ended December 31, 2010 (See Independent Auditor's Report and notes to financial statements)

Cash flows from operating activities: Change in net assets Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation (Increase) decrease in pledges receivable (Increase) decrease in other receivable (Increase) decrease in due from affiliate Increase (decrease) in accounts payable Increase (decrease) in due to affiliate Net cash provided (used) by operating activities Cash flows from investing activities: Fixed asset purchases Net increase in cash and cash equivalents Cash, beginning of year Cash, end of year Supplemental disclosures: Cash paid during the year for: Income taxes Interest expense

$ (1,975,092)

3,768 (27,930)
(77,958)

1,192,377 530,550 706,180 351,895

(20,552) 331,343 396,733 $ 728,076

$ $

4 sp

Americans for Prosperity Statement of Functional Expenses For the year ended December 31, 2010 (See Independent Auditor's Report and notes to financial statements) Program Services State Chapter Activities National Activities Ttl Program Services Mgmt and General Supporting Services Developmeat Ttl Supporting Services Total Expense

Communications, ads, media. 910,120 $ $ 10,043,458 $ 10,953,578 $ 250,358 $ 28,935 $ Professional fees, consulting 225,183 3,578,303 3,803,486 5,462 17,839 Printing, duplication 749,283 1,235,692 1,984,975 6,165 149,545 Salaries 483,996 825,067 1,309,063 152,322 347,108 Postage, courier, overnight 334,239 373,918 708,157 1,679 68,591 Contractors 374,169 244,019 618,188 55,880 57,346 Meetings, conferences and events 176,479 513,671 690,150 1,717 5,352 Overhead allocated from affiliate 152,926 152,926 244,698 186,551 Travel 121,959 402,391 524,350 9,192 27,431 36,623 Contributions/sponsorships 74,890 3,314 78,204 175,540 992 Computers/IT service 19,673 140,397 160,070 20,981 50,749 List rental 67,278 122,302 189,580 19,999 Honoraria 73,500 129,860 203,360 Legal and other professional fees 47,832 78,573 126,405 23,915 11,781 Employee benefits 65,266 23,761 89,027 38,383 29,244 Payroll taxes 51,979 33,193 85,172 9,170 24,440 Intercompany interest expense 84,630 Equipment leasing and other rental 4,504 70,126 74,630 Registration fees 11,643 15,898 27,541 3,417 27,725 Office supplies and expense 6,764 37,886 44,650 4,074 5,513 Miscellaneous 2,104 10,333 12,437 14,647 8,841 Membership 5,431 5,431 15,500 2,328 17,828 Telecommunications 8,899 7,592 16,491 230 1,925 Subscriptions and publications 9,495 1,702 11,197 52 60 Depreciation 31768 3,768 Insurance 1,044 3,819,255 $18,053,581 $ 21,872,836 $ $ 1,119,056 $ 1,072,295 $ 5

279,293 $ 11,232,871 23,301 3,826,787 155,710 2,140,685 499,430 1,808,493 70,270 778,427 113,226 731,414 7,069 697,219 431,249 584,175 560,973 176,532 254,736 71,730 231,800
19,999 209,579

35,696 67,627 33,610 84,630 31,142 9,587 23,488

2,155

203,360 162,101 156,654 118,782 84,630 74,630 58,683 54,237

35,925

112 1,044 2,191,351

23,259 18,646 11,309 3,768 1,044 $ 24,064,187

Americans for Prosperity Notes to Financial Statements December 31, 2010 (See Independent Auditor's Report)

Note A - Nature of Organization Americans for Prosperity (AFP) was incorporated on March 10, 2004. AFP is a nationwide organization of citizen leaders committed to greater economic growth, opportunity, and prosperity through strong ethical foundations, government restraint and private sector productivity and competition. AFP mobilizes citizens to achieve fiscal and regulatory restraint by state governments and a return of the Federal government to its Constitutional limits. AFP's support comes primarily from individual and business donors. Note B - Summary of Accounting Policies A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows. 1. Method of Accounting AFP's financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. 2. Financial Statement Presentation AFP is required to report information regarding its financial position and activities according to three classes of net assets: unrestricted, temporarily restricted, and permanently restricted. For the year ended December 31, 2010, AFP had no permanently restricted net assets. 3. Revenue Recognition Contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support, depending on the existence and/or nature of any donor restrictions. All donor-restricted contributions are reported as an increase in temporarily or permanently restricted net assets, depending on the nature of the restriction. When a temporary restriction expires (that is, when a stipulated time restriction ends or a purpose restriction is accomplished), temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions. r1

Americans for Prosperity Notes to Financial Statements December 31, 2010 (See Independent Auditor's Report) Note B - Summary of Accounting Policies, continued 4. Fixed Assets Fixed assets are recorded at cost at the date of acquisition. They are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. 5.Functional Allocation of Expenses AFP allocates its expenses on a functional basis among its various programs, general and administrative, and development. Expenses that can be identified with a specific program, general and administrative, and development are allocated directly according to their natural expenditure classification. Other expenses that are common to both program functions and supporting services are allocated based on salary expenditures. 6.Advertising AFP utilizes print, radio and television ads to increase their membership base and bring their mission to the public. These costs are expensed as incurred and totaled $11,232,871 for the year ended December 31, 2010. These costs are charged directly to the program they benefit. 7. Unconditional Pledges Receivable Contributions are recognized when the donor makes a promise to give to the Organization that is, in substance, unconditional. As of December 31, 2010, there were pledges receivable totaling $192,929. 8. Income Taxes AFP is exempt from income taxes on all activities directly related to its exempt purpose under the Internal Revenue Service Code Section 501(c)(4). The Organization is liable for income taxes on unrelated business income. There was no taxable net unrelated business income for the year ended December 31, 2010. Accordingly, no provision for income taxes has been made in these financial statements. The Organization evaluated its tax positions and determined it has no uncertain tax positions as of December 31, 2010. The Organization's 2007 through 2010 tax years are open for examination by federal taxing authorities. 7

Americans for Prosperity Notes to Financial Statements December 31, 2010 (See Independent Auditor's Report) Note B - Summary of Accounting Policies, continued 9. Cash and cash equivalents For purposes of the statement of cash flows, APP considers all highly liquid instruments purchased with a maturity of three months or less to be cash and cash equivalents. At various times during the period ended December 31, 2010 APP had more funds on deposit at one financial institution than the $250,000 insured by the Federal Deposit Insurance Corporation. Management regularly monitors the financial condition of the banking institution, along with their balances in cash and tries to keep these potential risks to a minimum. 10. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Note C - Date of Management's Review In preparing the financial statements, the Association has evaluated events and transactions for potential recognition or disclosure through April 28, 2011 the date that the financial statements were available to be issued. Note D - Property and Equipment Property and equipment is as follows: Vehicles Accumulated depreciation Net book value $20,552 (3,768) $16384

Depreciation expense for the year ended December 31, 2010 is $3,768.

Americans for Prosperity Notes to Financial Statements December 31, 2010 (See Independent Auditor's Report)

Note E Temporarily Restricted Net Assets Net assets were released from donor restrictions by incurring expenses satisfying the purpose restrictions specified by donors as follows: Arizona chapter activities Arkansas chapter activities California chapter activities Colorado chapter activities Florida chapter activities Georgia chapter activities Illinois chapter activities Kansas chapter activities Maine chapter activities Maryland chapter activities Michigan chapter activities Missouri chapter activities Nebraska chapter activities Nevada chapter activities New Hampshire chapter activities New Jersey chapter activities North Carolina chapter activities North Dakota chapter activities Ohio chapter activities Oregon chapter activities Pennsylvania chapter activities *South Carolina chapter activities South Dakota chapter activities Texas chapter activities Virginia chapter activities Washington chapter activities Wisconsin chapter activities $ 73,761 111,339 20,637 70,552 31,141 19,079 98,390 475,224 2,635 286,951 62,299 39,422 125,436 22,340 170,037 477,033 222,558 25 49,190 165,619 607 40 100 65,275 71,201 67,685 282,081

Americans for Prosperity Notes to Financial Statements December 31, 2010 (See Independent Auditor's Report)

Note F - Temporarily Restricted Net Assets continued Healthcare Hot Air Tour Membership Sick of Spending November is Coming Spending Revolt November Speaks 2,343,990 100,291 510,217 178,834 3,333,056 600,000 23 $10,07 0 8

Temporarily restricted net assets at December 31, 2010 are available for the following purposes: Arizona chapter activities California chapter activities Colorado chapter activities Florida chapter activities Illinois chapter activities Kansas chapter activities Michigan chapter activities Missouri chapter activities Nebraska chapter activities New Jersey chapter activities Oklahoma chapter activities Oregon chapter activities Tennessee chapter activities Texas chapter activities Time restrictions (pledges receivable) $ 79,662 184,941 40,077 97,131 115,728
563,772

148,219
5,521

2,196 627,234 114,881 4,797 5,000 46,464 192,929 $2,228,552,

10

Americans for Prosperity Notes to Financial Statements December 31, 2010 (See Independent Auditor's Report)

Note G - Line of Credit APP has an available line of credit of $500,000 with a fixed interest rate of 5%. There were no outstanding draws on the line as of December 31, 2010. Note H - Affiliated Organization APP operates under an affiliation agreement with Americans for Prosperity Foundation (AFPF). The agreement addresses shared personnel, shared office space and facilities, and shared overhead costs. The shared expenses are allocated based on direct compensation and actual usage. In accordance with the agreement, the balance due to or from AFPF must be settled on a quarterly basis. If the balance is not settled, interest accrues on the outstanding balance at one-percent per month. Occupancy, salaries, and administrative expenses allocated to AFP from AFPF totaled $3,264,836 for the year ended December 31,2010. Interest expense charged to AFP on the amount due to AFPF totaled $84,630 for the year ended December 31, 2010. AFP makes loans to AFPF on a periodic basis. The total due from AFPF to AFP as of December 31, 2010 was $1,582,195. This amount includes interest charged to AFPF totaling $357,623. Note I - Major Donors During the year ended December 31, 2010, APP received $4,000,000 from one donor, which accounts for 18% of total support for the period. Note J - Related Party Transactions During the year ended December 31, 2010, contributions from board members totaled $410,000. Note K - Contributed Services Many volunteers have contributed numerous hours of administrative, maintenance and fund raising services to the Organization. However, these hours do not meet the requirements to be recorded as revenue and expense under SFAS 116.

11

Americans for Prosperity Notes to Financial Statements December 31, 2010 (See Independent Auditor's Report) Note L - Direct Mail Costs During the year ended December 31, 2010, AFP incurred direct mail costs of $655,152. These costs have been reported as part of development and membership dxpenses. Note M - State Chapter Activities For the year ended December 31, 2010, expenses by State chapter are as follows: Arizona Aikansas California Colorado Florida Georgia Illinois Kansas Maine Maryland Michigan Missouri Nebraska Nevada New Hampshire New Jersey North Carolina North Dakota Ohio Oregon Pennsylvania South Carolina South Dakota Texas Virginia Washington Wisconsin Total State chapter activities $ 73,761 146,321 20,637
70,552

31,141 36,929 98,390

475,224

3,253
455,966

62,299 39,422 125,436 142,588 179,619 477,032 479,687

25

49,932 165,619 607 40 100

65,275

127,467 92,749 399,184 $38 19255

12

Apierieans for Prosperity Notes to Financial Statements December 31, 2010 (See Independent Auditor's Report)

Note N - Disregarded Entity AFP is the sole owner of an LLC, which is a disregarded entity for tax purposes. As such, any activity in the LLC or assets owned by the LLC is recorded in the accompanying financial statements. Note 0Unrestricted Net Asset Deficit The accompanying balance sheet shows a deficit balance in unrestricted net assets. As of the date of these financial statements, the unrestricted change in AFP's net assets was sufficient to eliminate this deficit.

13

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