:

CSC.
CORPORATION SERVICE COMPANY

_S_

\.

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 Order#: 875692-010 Re: AMERICANS FOR PROSPERITY FOUNDATION Enclosed please find: Charitable Registration XX Renewal XX Check in the amount of $125.00. XX XX Other: XX Articles of Incorporation 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 XX 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.

(^a r/.zr
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

0
-

1. General Information Ia. For the fiscal year beginning (nn1dd1yyyy) 01/01 b. Check if applicable for NYS: / 2 0 1 0 and ending (vddlyyyy)

12/31/2010
d. Fed, employer ID no. (EIN) (## #######)

c. Name of organization

O Address change O Name change El Initial filing

0
Final filing Amended filing

Americans for Prosperity Foundation .

52-1527294
e. NY State registration no. (##4#-##)

1640-53
Number and street (or P.O. box if mail not delivered to street address) Room/suite f. Telephone number

O O

2111 Wilson Blvd.

Arlington, VA 22201 .

350

703 224-3200
Email

NY registration pending

City or town, state or country and zip + 4g.

csccharitable@cscinfo.com

2. Certification - Two Signatures Required We certify under penalties of perjury that we reviewed this report, including all attachments, and to the best of our knowledge and belief, they are true, correct and complete in accordance with the laws of the S Yo rk applicable to this report. a. President or Authorized Officer b. Chief Financial Officer or Treas.
nature

Tim Phillips, President

Printed Name Title

g/
f

Date

John Flynn. Secretary/Treasurer

Printed Name Title

7oj
Date

3. Annual Report Exemption Information a. Article 7-A annual report exemption (Article 7-A registrants and dual registrants) Check j 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 (PFR) 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.

b. EPTL annual report exemption (EPTL registrants and dual registrants) Check

111 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 EPTL or Article-7A registrants claiming the annual report exemption under the one law under which they are registered and for dual registrants claiming the annual report exemptions under both laws, simply complete part 1 (General Information), part 2 (Certification) and part 3 (Annual Report Exemption Information) above. Do not submit a 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.

.,j

Yes No

0 Yes

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"

6. Attachments - For organizations that are not claiming annual report

exemptions

under both laws,

see

last page for required attachments ---i

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 PFR, FRC or CCV that the organization engaged for fund raising activity in NY State: 1. Type of fund raising professional (FRP): Professional fund raiser .......................................................................................... Fund raising counsel ............................................................................................ Commercial co-venturer .......................................................................................... 2. Name of FRP:

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

c ( or-i
J 3. FRP telephone number:

cktik frwf

E-

San

an VA}-- 2z3

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

4.

Services provided by FRP (provide description):

5. Compensation arrangement with FRP (provide description):

3oiCa1 or

e-p'e- wtt -rtr

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

l6 [^t^ mm/dd/yyyy)

through (mm/dd/yyyy) $

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 n/a $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Total Government Contributions (Grants) $

Grant Amount

CHAR500 -20

Form

990

0M13 No. 1545.0047

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(aXl) of the Internal Revenue Code (except black lung benefit trust or private foundation)

2010

Open to Public - Inspection The organization may have to use a copy of this return to satisfy state ieporting requirements 2010 and ending A For the 2010 calendar year, or tax year beginning 1 Employer Identification Number C Name of organization americans for Prosperity Foundation B Check it applicable: - 52-1527294 Doing Business As ] Address change E Telephone number Room/suite Number and street (or P.O. box if mail is not delivered to street sddr) Name change 350 - (703) 224-3200 2111 Wilson Boulevard Initial return
Do artment of the Treasury ,rile mal Revenue Service -

Terminated Amended return

City, town or country

State ZIP code + 4

Application pending

Arlington F Name and address of principal officer:

Tim Phi 11i 2111 wilson
#350

VA 22201 A:tl VA 22201 fl) or 11527 I

.G

Gross rcelpts$18,833,09' No No

Taxtempt status K

lxi 501 (c)(3) _I 1501 (C

4 (ins p rt nfl

H(a) Is this a group return for affiliates?H Yes Y H(b) Are all affiliates included? If 'No,' attach a haL (see instructions) number

J Website: - www

americans for

Form of tnaniaotieA: ii] Corporation

11i

Other"'-

L Year ofFormation: 1987

M State of. legal domicile: DE

0 U M

1 Briefly describe the organizations mission or most significant activities: Educate j:)usinesSpersons aria consumers 2atiOfl and valu eofajQ ..12

E
0

the organization discontinued its operations or disposed of more than 25% of its net assets, 2 Check this box 6 3 Number of voting members of the governing body (Part VI, line la) .............,.-......--.... 3 Cd 6 4 Number of independent voting members of the governing body (Part VI, line ib) ..........,............. '4 a a 108 ,. ... .... 5 5 Total number of individuals employed in calendar year 2010 (Part V, line 2a).... , ....... > 500 6 Total number of volunteers (estimate if necessary) .......................... ........ ... ......... ....... .6 0. 4 7a Total unrelated business revenue from Part VIII, column (C), line 12 .......................................7a .......................................... 7b b Net unrelated business taxable income from Form 990-T, line 34 Current Year Prior Year 16. 922,075. 8 Contributions and grants (Part VIII, line lh) ............................................ 10.375.217. 467,937. 9 Program service revenue (Part VIII, line 2g) ............................. 69,499. 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) 1,614. 47,985. 11 Other revenue (Part VIII, column (A), lines 5, 6d, Sc, 9c, lOc, and lie) ................ 17,461,125.. - 12 Total revenue - add lines 8 through 11 (nist.eual Part VIII, column (A) line 12) 10,538,741. 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) ..................... ...... 2,564,996. 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 3,307,403. 127,640. 0. 16a Professional fundraising fees (Part IX, column (A), line lie) 978, 971 b Total fundraising expenses (Part IX, column (D), line 25)" a. Ul 9,202,028. 11,876,490. .......... ................... 17 Other expenses (Part IX, column (A), lines ila-ild, ilf.24f) 11,767,024. 15,311,533. 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) ............. 2,149,592. -1,228,283. 19 Revenue less exoenses.Subtract line 18 from line 12 ................................... End of Year Ilflflifl 01 Current Year 2,875,479. 20 Total assets (Part X, line 16).. ....................................... ... ........... ..1!768 J 578. 3,174,254. 2;131,563. 21 Total liabilities (Part X, line 26) ....................................,,,,,,,,,..,,,, 743,916. 22 Net assets or fund balances. Subtract line 21 from line 20 .................... ........... .-1,405,676. . p I Signature Block
Under penalties of perjury, I declare that I have examined this returnjocludirtg accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) a based on all information of which pro parer has any knowledge.

flit

Sign Here

Signature of officer 'rim Phill Time or orint name Print/Type preparer's name
I

President
P or r stature Dale

V
J

Check []if

/ self-emnloved . Dou1as S. Corey, CPA Paid Douglas Corey & Associates Preparer Firm's name Use Only Firm's address _ 6601 Little River Tr'uplc, Siuite 440 1 Firm's EIN . lPhoneno. (703) 354-2900 VA 22312-1303 Alexandria May the IRS discuss this return with the preparer shown above? (see instructions)............ 1 No ., J] Yes Form 990 (2010) TEEA010I 03125/11 BAA For Paperwork Reduction Act Notice, see the separate instructions.

[ftIjk. Statement of Program Service Accomplishments

Check if Schedule 0 contains a response to any question in this Part III ......................................................... 1 Briefly describe the organization's mission: Ed u cate busines sp ersons and consumers to increase awareness of the * a nd

Form990201Q

Iinericans for Prosperity Foundation

52-1527294

Page

2 Did the organization undertake any significant program services during the year which were not listed on the prior No Form990 or 990-EZ' ........................................................................................ LIYes It Yes,' describe these new services on Schedule 0. No 3 Did the organization cease conducting, or make significant changes in how it conducts, any program services? ..... J Yes If 'Yes,' describe these changes on Schedule 0. 4 Decrlbe the exempt purpose achievements for each of the organization's three largest program services by expenses. Section 501 (c)(3) and 501c4) rganfzations and section 4947a(1) trusts are required to report the amount of grants and allocations to others, the total e,cpenses, and revenue, It any, for ea1i program service reported. 4a (Code:
_________)

to increaseawareness of the federal aovernment's impact on the o,peratlon and value ---National office -- educate busines Uq^raqjLs_and consumers

(Expenses

9, 004, 307. including grants of

$0.)

(Revenue

0,

of

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

4b (Code:

__________)

(Expenses

S_S

_iea_ affiliates - educate businesspersons it_a_ 9OVerflment 1mact on the operation and value of a free economy. - __porth Carolina, California, Ohio, hcL gaj Co1orad0 _Qr.2.n .. cika.p.L 4

4, 025, 843. including grants of $

) 0.) (Revenue $

0.

1 1 iTr^o New JerseyL _Fior da L Ge

2.L

a4S4L

Y ork . -------

j4_

- rlzc^na, New Hampshire, Arkans^kEs, Maine, A-

Ma.yaQS9ta___

ffiLJQctL

4c (Code:

) (Expenses

including grants of

$ __)

(Revenue

$)

4d Other program services. (Describe In Schedule 0.) 4eTotalprogramservice BAA

30.15
TEEA002 rnio&no

Form 990

Form 990

.. (2010) Americans for ProsperitV Founda

52-1527294

Page 3 No

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

X
X

.........................2

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 I ................................................................. 3 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!! ..................................................... 4 5 Is the organization 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 ......... .5 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! .............................................................................................................. 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 0, Part ii ..............................7 8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If 'Yes,' complete Schedule 0, Part ii! ....................................................................................... 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 Schedule0, Part IV ............ ........................... . ......... . ........ . ........ ... ....................... .;. X. X X

x X

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 organizations 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 D, Part VI ......................................................................................................... ha 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 ............................. ................. 11 b 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 D, Part VIII ............................................ 11c 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 D, Part IX .............................................................. 11 d X X

e Did the organization report an amount for other liabilities in Part X, line 25? If 'Yes,' complete Schedule 0, Part X ........ 11 e X f Did the organization's separate or consolidated financial statements for the taxyear include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If 'Yes,' complete Schedule 0, Part X ...... ilfi X 12a Did the organization obtain separate, independent audited financial statements for the tax year? If 'Yes,' complete Schedule D, Parts XI, XII, and XIII .................................................................................. 12a1. X 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 0, 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 land 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 Ii! 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! (see instructions) .................... 17 X

18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines lc and 8a? If 'Yes,' complete Schedule G, Part II ................................................................ 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

I
!

X X

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 operate one or more hospitals. must attach audited financial statements (see instructioh)
BAA
TEEA0103 12/21/10

20bi Form 990 (2010)

Form 990

Americans for

tv Foundation

52-1527294

Page 4
IYesI No X X

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 I and!! ................................21 22 Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If 'Yes,' complete Schedule I, Parts land Ill .................................................... 22 23 Did the organization answer 'Yes' to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current and former officers, directors, trustees, key employees, and highest compensated employees? If 'Yes,' complete Schedule ........................................................................................................ 23 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(cX3) 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 ................................................ 25a 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 ScheduleL, Part! .................................................................................................... 25b 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!! ........ . 26 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 ScheduleL, Part Ill ................................................................................................. 27
0

X X

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 - 28 b A family member of a current or former officer, director, trustee, or key employee? if 'Yes,' complete ScheduleL, Part 1V ................................................................................................ 28b 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 direct or indirect owner? If 'Yes,' complete Schedule L, Part IV . .............................. .28c 29 Did the organization receive more than $25,000 in non-cash contributions? If 'Yes,' complete Schedule M .................29 30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If 'Yes,' complete Schedule M ......................................................................... 30 31 Did the organization liquidate, terminate, or dissolve and cease operations? If 'Yes,' complete Schedule N, Part! ......... . 31 32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If 'Yes,' complete ScheduleN, Part!! .................................................................................................. 32 own 100% of an entity disregarded as separate from the organization under Regulations sections 33 Did the or 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 II, Ill, IV, and V, ............................................................................................................. 34 line 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 R, Part V. line 2 ................. DYes No X

X X X X

36 Section 501(cX3 organizations. Did the organization make any transfers to an exempt non-charitable related 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

X X

38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 11 and 19? --. ----------38 1 X Note. All Form 990 filers are required to comIete Schedule 'O Form 990 (2010) BAA

TEEA0104 12/21110

Form 990 (2010) americans for Check if Schedule 0 contains

itv Foundati
Filings and Tax Compliance
to any question in this Part V

52-1527294

Pa

Yes J No 1 a Enter the number reported in Box 3 of Form 1096 Enter 0 if not applicable b Enter the number of Forms W-2 included in line 1 a Enter 0 if not applicable
C

1a 1b

128 0 X

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ...................................................lc

2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax State 108 ments, filed for the calendar year ending with or within the year covered by this return ....... .2a ................ 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 1 a 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 'No,' 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 1D F 90-22.1, Report of Foreign Bank and Financial Accounts. 5 a 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?

2b

LI.; I:;.

...........

4a

IX

.......... ... ..... .... . .............. ....................................................... c If 'Yes,' to line 5a or 5b, did the organization file Form 8886-1'
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)

5a 5b1

kL 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? ..................................................................

................................................................................................... 6b ..................................................................................... ............................

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' 7d1 d If 'Yes,' indicate the number of Forms 8282 filed during the year

LOMM

MME

.............................................................................. ......,..,.. .... ... ...... ... I e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract' ............ 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 req uired? ............................................................................. . f the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a hi Form1098C?

NON iffims MME

as

1.01

....................................................................................... ............................................................................... ................... -............................ ........................... _lOb

8 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? 9 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 b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities .,,,,, 11 Section 501(c)(12) organizations. Enter: a Gross income from members or shareholders ......

Ion NEI

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

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

b Gross income from other sources (Do not net amounts due or paid to other sources 11 b against amounts due or received from them.) 12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041' b If 'Yes,' enter the amount of tax-exempt interest received or accrued during the year ,,,.,... 12b1

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

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

12a

13 Section 501 (cX29) qualified nonprofit health insurance issuers. ............................ a Is the organization licensed to issue qualified health plans in more than one state? . 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 ............................13b 13c 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 report these payments? If 'No,' provide an exblana!ion in Schedule 0 TEEA0105 ii,ono BAA

IX Form 990 (2010)

Form 99D2010)Americans for Prosperity . Foundation

.52-1527294

Pag

Pad VV^ Governance, Management and Disclosure For each 'Yes' response to lines 2 through 7b below, and for

a 'No' response to line 8a, 8b, or 10b below, describe the circumstances, processes, or changes in
Schedule 0. See instructions.

Check if Schedule 0 contains a response to any question in this Part VI . ....................................................... Yes No 1 a Enter the number of voting members of the governing body at the end of the tax year ...... b Enter the number of voting members included in line 1 a, above, who are independent ....... us ha family relationship or a biness relationship with any other 2 Did any officer, director, trustee, or key employee vea 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? ......................... 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 7a Does the organization have members, stockholders, or other persons who may elect one or more members of the governingbody' ................................................................................................... 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: aThe governing body' .............................................................................................. b Each committee with authority to act on behalf of the governing body' ............................................... ction A, wld cannot be reached at the 9 Is there any officer, director or trustee, or key ernploy'lite in Part. VII, Oanization's mailino address? If 'Yes,' provide the, name.s and addresses in Schedule 0 ............................ action B. Policies. , (This Section B recuests information about on/ides not recruited bv.the Internal Revenue Code.) lOa Does the organization have local chapters, branches, or affiliates? 7a lb X X X

x
X X X

8a X
Bb
9 X

Yes No

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

lou l

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' .................................. lob1 11 a Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form' ....... :!ijxl b Describe In Schedule 0 the process, if any, 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 b Are officers, directors or trustees, and key employees required to disclose annually interests that could give rise X toconflicts' ...................................................................................................... 12b c Does the organization regularly and consistently monitor and enforce compliance with the policy? If 'Yes,' describe in Schedule0 how this is done ........................................................................................ 12c X 13 Does the organization have a written whistleblower policy' ........................................................... 13 14 Does the organization have a written document retention and destruction policy' ....................................... 14 X 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 ................................................... 15a X 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' .................................................................................... b If 'Yes,' has the organization adopted a written policy or procedure requiring the organization to evaluate its .particiPtion In joint venture arrangements under applicable federal tax law; and taken steps to safeguard the oraanizaion s exemot status with reoect to such 16a 1X

16b

ure
17 List the states with which a copy of this Form 990 is required to be filed 1, See Form 990 Page 6, Line 17 (continued L

-,

---. -

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. Another's website V1 Upon request LI Own website 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:

wjht

Organization

B .

#350 . .

J-.t.9iL_._ y_21
. .

--.

L23!3.29Q Form 990 (2010)

BAA

TEEA01 06 03125111

Form 99O(T.0

Americans for Prosperity Fouiiation

52-1527294

Rage

PattVll. Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Checkif Schedule 0 contains a response 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 organizations 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) it 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 1 099 . MISC) of more than $100,000 from the organization and any related organizations. List all of the organizations 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 trustees that 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.

X-1

Check this box if neither the organization nor any related orariization ompens1d an' currentofficer, director, or trustee. (E) (C) (D) (A) (B)
Name and title Position (check all that apply) Average hours per week . g' fi ' ., (describe hours forP . R. ,, related C 5. organiza" n tionsin a Schedule 0) tcinpensattan'lroni' the crqanzotion, ffq.2j1O99141SC) Reportable compensation from related organizations (W.2/1099.MISC)

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

_OLDavid ________ Chairman _Dr._Richard Fink_____ Director Vice Chairinan - () b GailHumahreIs - Direoto. Dr. Walter Williams - L Director Cv Nobles Director

2.00X 2.00 X 2.001X 2.00X 2.00 X 2.00X

0. 0. 0. G. 0. 0

0 0 .0 0 0. 0. 73,152. 18,223. 80,169. 78, 200. 79,754. 72,240. 72,679. 21,423. 23, 650.. 9,636. 20,605. 10, 580. 10, 296.. 21,476. 16,443. 13,699. 0. 0. 0.

President 18.00 LS)onF1,n,n Exec VP/General Counsel 33.00 _________ 25.00 VP, State Operations VP, Policy 25.00 25.00 10.00 5.00

_01)_ Steven Lonecran

State Director -OD-Derrick State Director DD-Steve Mullins CFO

ff11 III II. Ill 'IF ff11 INN.

TEEA0107 12)21110

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

(16)

BAA

Form 990

Form 990 (2thO)

Americans for ProsTerity Foundation Part VIII Section A. Officers, Directors, Trustees, Key Employees, an
(A) Name and title

(c) (B) Average Position (check all that apply) hours i (decribo 0 Dus for related organil zations in I SchO)
lb

(0) Regef table compensation from the org'nizatlon (W.ri 94j5C)

52-1527294 11 (E) Reportable compensatIon irm ,etated orgniza1iOns

8
(F)

,ensated Em

(W 21lO99Ml5)

Estimated amount of other compensation from the organization and related organizations

I I

(18) --o

J9) --- ------.f-------------- --- -------

Q7L------------------------

126,385.. 595,840. 756,515. ibSub-total c Total from continuation sheets to Part VII, Section A -........................ .....____________________________________________ 595,840.1 126,385. 756f 515.1 d Total (add 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 organization 4 Yes No X

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

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 ........................................................... 3 4 For any individual listed on line 1 a Is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If 'Yes' complete Schedule J for such individual ............................................................................................. ........ .4 5 Did any person listed on line la receive or accrUe compensation from: any unrelated organization or individual for services rendered to the organization? If 'Yes,' complete Schedule 3 for such person

.. . X -

5 -

action B. Independent Contractors

.
(C) Compensation 127, 7

1Complete this table for your five highest compensated iniependent contractors that received more than $100,000 of comoensatiort from the oranization. (B) (A) Description of services Name and business address
aurPO

Box 75021

Baltimore

MD 21275

Honoaria

2 Tot& number of independent contractors (including but not limited to those listed above) who received more than 1 00.000 in cmoensatiOn from the bcaanization P 1 TEEA010B 120110 BAA

Form 990 (2010)

Form 99O(2010 Americans for Pros.erity Foundation P.artVHhI Statement of Revenue ( A) Total revenue _________________________________ la Federated campaigns b Membership dues c Fundraising events tZ d Related organizations e Government grants (contributions)
cc 0

52-1527294 (B) Related or exempt function revenue (C) Unrelated business revenue

Page (D) Revenue excluded from tax under sections 512, 513. or 514

;: la lb

______________

ic
1d

le
-.
0 . '

All other contributions, gifts, grants, and 1 1 16, 922, 075 similar amounts not included above g Noncash contributions included in Ins la if $1, 377 198 h Total. Add lines la-if
Business Code

16,922,075.

Iii Z Id Cr Id U >

2aRegistrat inn fees b

C

900099

467.937.

467,937,

0.

0.

Id
U,

(5 0 ir

a-

d e I Allother program service revenue ..... 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 (ii) Personal
0.

467.937.!J:, 85.185.!

.'.. H 0.1

--H 0.1

. 85,185.

'._

--;

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

6a Gross Rents .......... b Less: rental expenses, C Rental income or (loss) . d Net rental income or (loss) ............................ 7a Gross amount from sales of assets other than inventory 1, 356,283.
(i) Securities (ii) Other
* .: -: , -, ;:; ....-;.

b Less: cost or other basis and sales expenses .,,. . . . 1,371,969. c Gain or (loss) ........ . - 15,686. d Net gain or(Ioss) ........... .............................. 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 I____________ c Net income or (loss) from fundraising events ......... 9a Gross income from gaming activities. See Part IV, line 19 .................. a____________ b Less: direct expenses ........... ....b____________ c Net income or (loss) from gaming activities ,........... 10a Gross sales of inventory, less returns Gross a and allowances b Less: cost of goods sold .............. b_____________ ' c Net income or (loss) from sales of inventory
Miscellaneous Revenue Business Code
-

..-':-

-15,686. .
.; ,-.--

-15,686.
'O .,,0'

. /

0.

0;

' 0

..
0O' '

.
,

'
-:' o,. . -

ha b Refunds and other,income 900099

C:

1,614.

1,614.

0.

0.

d All other revenue ...................... eTotal.Addlinesila-lld ............................ 12 Total revenue. See instructions BAA

1,614. 17, 4 61, 125.

TEEA0109

453, 865.

0.
'

10111110

85,185. Form 9911 (2010)

52-1527294 Form 990(2f10) americans for Prosperity Foundation Expenses Part IX Statement of Functional Section 501(c) (3) and 501(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).
(B) (A) Program service Do not !nctu deamoun& reported on lines Total expenses expenses 64 7b, Sb; 9b,and lob of Part Viii 1 Grants and other assistance to governments and organizations in the U.S. See Part IV, line21 ................... ............ ........ ._______________ 2 Grants and other assistance to individuals In the U.S. See Part IV, line 22 ................ .__________________ Grants and other assistance to nnvrrtm,nIc organizations, and 'individuals outside the U.S. See Part IV, lines 15 and 16 ............. 4 Benefits paid to or for members ............ 5 Compensation of current officers, directors, 116,908 trustees, and key employees ................ 335,738,1 6 Compensation not included above, to disqualified persons (as defined under section 4953(0(1)) and persons described in section 4958(c)(3)(B) ..................... 2.459.188 925,922 7 Other salaries and wages ................... 8 Pension plan contributions (include section 401(k) and section 403(b) 47,902. 83,598. employer contributions) .................... 228,297. 124, 676. 9 Other employee benefits .................... 144. 10 Payroll taxes ................................. 200,582. 479. 11 Fees for services (non-employees): a Management ................................ 6,255. 3,411. bLegal.......................................... - 4,527. 18, 967. cAccountirig .................................. dLobbying................................... e Professional fundraising services. See Part IV, line 17 ..... 127,640. rInvestment management fees ............... gOther..................................... 12 Advertising and promotion ................... 87,142. 13 Office expenses ............................. 143,855 416.545 204,055. 14 Information technology ...................... 15 Royalties 192,058. 16 Occupancy .................................. 394,062. 17 Travel ....................................... 631. 440. 469., 947. 18 Payments of travel or entertainment expenses for any federal, state, or local public officials . .............................. 19 Conferences, conventions, and meetings 1,707., 606. 1,767, 887. 357, 623. 0, 20 Interest ............................... 21 Payments to affiliates ........................ 65,877. 22 Depreciation, depletion, and amortization ..... 14,308. 3,137. 939. 23 Insurance ..................................... 24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule 0.) .................... 360,063. aProffees- consultinS 280, 613. bConunuIcatlons ads, media 6,510,497. C 389, 556. c Honoraria 253, 300. 242. 300. -584,175. d Overhead allocated to affiliate -137,522. e Contractors 782,289. 733,609. 748,868. fAll other expenses,., 477, 714. .... 25 Total functional ekp.ens. Add lines 1 through 24f 15,311,533. 13,030.150. 26 Joint costs. Check here ' if following SOP 98-2 (ASO 958-72. Complete This line only if the organization reported in column (B) joint costs from a combined educational 74,411. 52,088 campaign and fundraising solicitatiorr BAA

Page 10

(C)(D) Fundraising Management and general expenses expenses

132.642.1

86.18

112,885. 25,363. 73,626. 19,238.

420, 381. 10., 333. 29,995. 36,865.

21010.. 10, 206..

834, 4,234, 127, 640.

40,726 136,234 142, 772, 115,088.

15,987. 76,256. 59,232 46,405.

50,330. 57,623. 32,804. 1,554.

9,951. 0. 18,765. 644.

60,997. 115,136. 11,000. -312,188. 33,752. 140,614. 1,302,412.

18,453. 5,05. 0. -134,465. 14,928., 130,540. 978,971.

0.1

22,323.

1EEA0110 12121110

Form9902010)

Americans for Prosperity Foundation

52-1527294
(A) Beginning of year

Pagell (B) End of year

1 Cash - non-interest-bearing ................................................... 304, 585. 2 Savings and temporary cash investments... , ......... I ........ I .......... 3 Pledges and grants receivable, net ..................................... ........ ..122,795. 4 Accounts receivable, net ......................................................... 59, 281.

1
2 3 . 4 .

652,404. 254, 911. 56, 626.

-

A E T S

- - 5 Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ............. .___________________ 5 . .. 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 6 organizations (see instructions) ..................... ................... . ......... .____________________ 979, 680. 7 7 Notes and loans receivable, net ....... .... 8 8 Inventories for sale or use ............ ..................... .......... .............. 9 Prepaid expenses and deterred charges ........................ 35, 471. 9 .. lOa Land, buildings, and equipment: cost or other basis 287,364. Complete Part VI of Schedule D ..................... ba 130,214. lOc 216,, 428. b Less: accumulated depreciation ...................... lOb 11 Investments - publicly traded securities .... ......... . S., 12 12 Investments - other securities. See Part IV, line 11 ,,......,..,.,.... . ....... 13 Investments - program-related. See Part IV, line 11 ................................ 14 14 Intangible assets ............................................ ........... V .-.... ...............................................136, 552. 15 15 Other assets. See Part IV, line 11 1,768,578. 16 16 Total assets. Add lines 1 thcugh 15 (rnut equal line a4)

1685,860. 37,-403.

70, 936.

17 Accounts payable and accrued expenses ...... ........................... 361, 319. 17 18 . 18 Grants payable ............ 19 19 Deferred revenue ............................... ........................... ....... 20 20 Tax-exempt bond liabilities ................................................. ,.-.. 21 Escrow or custodial account liability. Complete Part IV of Schedule D ........ .... 21
L

117, 339. 2,875,479. 549, 368. .

.510,614. .28 Temporarily restricted net assets ............................ ....................... S 29 Permanently restricted net assets ......................... . and complete Organizations that do not follow SFAS 117, check here "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 ......... ...... .__________________ 1, 405, 67 6 .1 33 Total net assets or fund balances . .............. . ............................ .... S 34 -Total liabilities and net assets/fund balances . ....................... ................ .1,768,578.
1

22 Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons. Complete Part II .. ofSchedule 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 of Schedule .................................... 2, 812, 935. 3,174,254. 26 Total liabilities. Add lines 17 throu gh 25 and complete lines Organizations that follow SFAS 117, check here J . 27 through 29 and lines 33 and 34. . 27 Unrestricted net assets . ......................... ......... ...................... - 1, 916, 290.
S

22 23 24 25 26 .. 27 28 .

1,582,195. 2,131,563.
V

523,210. 1,267,126.

30 31 32

33
34 1

743.916.. 2, 875, 479.

Form 990 (2010

BAA

TEEA0111 12/21110

Form 99O(2010)

Americans for Proserity Foundation

of Net Assets

52-1527294

Page 12

I Part xE.I Reconciliation

Check if Schedule. 0 contains a response to any question in this Part XI 1 Total revenue (must equal Part VIII, column (A), line 12) 2 Total expenses (must equal Part IX, column (A), line 25) 3 Revenue less expenses. Subtract line 2 from line 1 4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) 5 Other changes in net assets or fund balances (explain in Schedule 0)

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

17, 461, 125. 15,3111.533. 2,149,592. -1, 405676.

6 Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column 63))

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

6.
...... Yes I

Check if Schedule 0 contains a response to 1 Accounting method used to prepare the Form 990: Cash

in this Part XII . jJ Accrual Other

jj

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' b Were the organization's financial statements audited by an independent

........................ 2a ................................... 2b X ........................... 2c . ..,.

X 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' If the organization changed either its oversight process or selection process during the tax year, explain in Schedule 0. 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: ......... ......Consolidated basis Both consoIidated and separate basis JJ Separate basis

...............
. 3a X

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 ' ................................................................................. b If Yes,' did the organ1ztion undergb the required audit or audits? If the oyganization did not undergo the required audit or audits explain why in Schedule 0 and describe any , steps taken to undergo such audits . BAA

3b - Form 990 (2010)

TEEA0I12 12/21110

014B No. 1545.0047

(Form 990 or 990-EZ)

SCHEDULE A

Public Charity Status and Public Support

Complete if the organization is a section 501 (cX3) organization or a section 4947(aXi) nonexempt charitable trust.

2010

Department of the Treasury Internal Revenue Service Name of the organization

Open to Public Attach to Form 990 or Form 990 EZ. ' See separate instructions.Inspection
Employer Identification number

Americans for Pro PtI:I Reason for Pu

itv Foundation ons must

152-1527294
S.

The irganization is not a private foundation because it is: (For lines 1 through 11, check only one box.) A church, convention of churches or association of churches described in section 170(b)(1XAXi)I. 1 A school described in section 170(bX1XAXii). (Attach Schedule E.) 2 3 A hospital or a cooperative hospital service organization described in section 170(bXlXAXiii). A medical research organization operated in conjunction with a hospital described in section 170(bXlXAXiii). Enter the hospital's 4 ---name, city, and state An organization operated for thebenefit of a college or university ovned or operated by a governmental unit described in section 170(bX1XAXiv). (Complete Part II.) A federal, state, or local government or governmental unit described in section 170(b)(1XAXv). 6 7 x An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(bX1XAXvI). (Complete Part II.) 8 A community trust described in section 170(b)(1XAXvI). (Complete Part Il.) 9 j An organization that normally receives: (1) more than 33-1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions subject to certain exceptions, and (2) no more than 33-1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(aX2). (Complete Part Ill.) An organization organized and operated exclusively to test for public safety. See section 509(aX4). 10 11 An organization organized and operated exclusively for the benefit of, to perform the functions of, or carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines lie through ilh. d Type Ill Other Type Ill Functionally integrated b []Type II c a Type I

U II

e If g

U I certify that the organization disqualified persons LI By checking this box, managers and other than oneisornot controlled directly or indirectly by one or more In section 509(a)(1) or other than foundation more publicly supported organizations described

section 509(a) (2). If the organization received a written determination from the IRS that is a Type I, Type II or Type Ill supporting organization, checkthis box ............................................................................................................. Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons? [Yes No A person who directly or indirectly controls, either alone or together with persons described in (ii) and (iii) (i) below, the governing body of the supported organization? .................................................11 g (i) 11 g cii) (ii) A family member of a person described in (i) above? ................................................. (iii) A 35% controlled entity of a person described in (i) or (ii) above' .........................................11 g iii) Provide the followina information about the sUorted orqniialidh(s)
(I) Name of supported organization (ii) EIN (iii) Type of organization (described on lines 1-9 above or 1RC section (seeInstructions)) (iv) is the organization In column (I) listed in your governing document? Did you notify (vi) Is the ornization inorganization in column(I)ofcolumn (1) our support?organized In the U.S.? (vii) Amount of support

Yes I No I Yes I No I Yes I No

.: Total H... BAA For Paperwork Reduction Act Notice, seethe Instructions for Form 990 or 990-EZ.

. - . .

Schedule A (Form 990 or 990 . EZ) 2010

TEEAO4O1 12123110

52-1527294 Schedule A (Form 990 or 99O .EZ) 2010 Americans for Prosperity Foundation llSupport Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(AXvi) Part: (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part Ill. If the organization fails to qualify under the tests listed below, please complete Part Ill.)
Calendar year (or fiscal year b2007 (c) 2008 (d) 2009 . (e) 2010

Page 2

beginning in)

(a) 2006

(U Total

1 Gifts, grants, contributions, and s membership fees received. ^Do

not include 'unusual gran

3,954,449. 5,476,046. 7,500,059. 10,375,217. 16,922,075.. 44,227,8464

2 Tax revenues levied for the organizations benefit and eitherpaid to it or expended on its behalf ...................______________ 3 The value of services or facilities furnished by a governmental unit to the organ ization without charge 4 Total. Add lines l through 3... 3,954,449. 5.476,046. 7 1 500 1 059. 5 The portion of total . . . .. contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 . that exceeds 2% of the amount shown online 11, column (f) ... . . 6 Public support. Subtract line 5 from line 4 .............. .....-. Calendar year (or fiscal year beginning . ...

10,375,217.16,922,075.

44,227,846.

-: .. ..
j

13, 886, 876. 30,340,970.

(a) 2006 in)

(b) 2007

(c) 2008

(d) 2009

(e)2010

(f)Total

7 Amounts from line 4 ........... .3,954449.ft476t046.(2500059. 10,375,217.

16,922,075. 44,227,846.,

8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources ................. .268,769. 9 Net income from unrelated business activities, whether or not the business is regularly carried on .................... .______________ 10 Other income. Do not include gain orloss from the sale of capital assets (Explain in Part IV.) .......................0.

206,656.

247,919.

236,580.

85,185.

1,045109.

4,537.

971.

189,053.

469,584.

664,145,

11 Total support. Add lines 7 through 10 ........................ ' __________ 45,937,100... r 12 Gross receipts from related activities, etc (see instructions)....................................________________ 13 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501 (c)(3) organization, check this box and stop here ................................... ............................................. . .. . ection C. Computation of Public Support Percentage 14 Public support percentage for 2010 (line 6, column (f) divided by line 11, column (f)) , ............................... . .14 66.05% 15 15 Public support percentage from 2009 Schedule A, Part II, line 14 ...................... 67 . 36% 16a 33-.113% support test 2010. If the organization did not check the box online 13, and the line 14 is 33-1/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization .................................................... b 33-113% support test 2009. If the organization did not check a box on line 13 or 16a, and line 15 is 33-1/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization .................................................... 17a 10%-facts-and-circumstances test - 2010. If the organization did not check a box on line 13. 16a, or 16b, and line 14 Is 10% or more, and if the organization meets the 'facts-and-circumstances' test, check this box and stop here. Explain in Part IV how the organization meets the 'facts-and-circumstances' test The organization qualifies as a publicly supported organization ............

fl

0 fl

b 10%-facts-and-circumstances test 2009. If the organization did not check a box on line 13, 1 6a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the 'facts-and-circumstances' test, check this box and stop here. Explain in Part IV how the organization meets the 'facts-and-circumstances' test. The organization qualifies as a publicly supported organization .............. 18 Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions ..... BAA Schedule A (Form 990 or 990-EZ) 2010

TEEAO402 12123/10

Schedule A (Form 990 or 990-EZ 2010 ..

mericans for Prosperity Foundation

52-1527294

Pge3

I Part 0 1. --, Support Schedule for Organizations Described in Section 509(a)(2)

(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.) Calendar year (or fiscal yr beginning in) 1Gifts.-grants, contributions and :membership lees received. (Do not include any unusual grants.) 2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any, activity that is related to the organization's tax-exempt purpose ........... 3 Gross receipts from activities that are not an unrelated trade or business under section 513 4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf .................... 5 The value of services or facilities furnished by a governmental unit to the organization without charge 6 Total. Add lines 1 through 5. 7a Amounts included on lines 1, 2, and 3 received from disqualified persons............ b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year ................... c Add lines 7a and 7b ........... 8 Public support (Subtract line 7c from line 6.) 2006 2009 2010 I (fiTotal

55

Section B. Total Support

Calendar year (or fiscal yr beginning in) (o)2006 9 Amounts from line 6 ........... a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources ............... . .__________ b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975 c Add lines l0a and l0b ....... ... .________ 11 Net income from unrelated business activities not included in line lOb, whether or not the business is regularly carried on ............... 12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ....................... ________ 13 Total support. (Add Ins 9,1Cc, 11, and 12.) 14 First (ivevears. If the Form 990 . is for the orq 2007 I (02008 2009

(e2010

(f)Total

on's first, second, third, fourth, , or fifth tax year a^-a . section 501
S ?! ...............

15 Public support percentage for 2010 (line 8, column (f) divided byline 13, column (f)) ............................. 16 Public su000rt oercenta're from 2009 Schedule A. Part Ill, line 15................................................... 17 Investment income percentage for 2010 (line lOc, column (f) divided by line 13, column (1) .:. . ................ 17 18 Investment income percentage from 2009 Schedule A, Part Ill, line 17 .......................... ...................18 19a 33-113% support tests 2010. If the organization did not check the box online 14, and line 15 is more than 33-113%, and line 17 is not more than 33-1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... ,... b 33-113% support tests 2009. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33-1/3%, and line 18 is not more than 33-1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ...... 20 Private foundation If the organization did not check a box on line 14, 19a or 19b check this box and see instructions
BAA
TEEA0403 12/110

LI

Schedule A (Form 990 or 990-EZ) 2010

Schedule A(Form 990 or 990.EZ) 2010 Americans for Prosperity. Foundation

52-1527294

Page

Part II, line I P.1t1V Supplemental Information. Complete this part to provide the explanations required by information.10; Part II, line 17a or 17b; and Part Ill, line 12. Also complete this part for any additional (See instructions).
Other

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

Description: Other income

2006: 0.. - -------------------_.......... ----------

2007: 4537. 2008: 971. 2009: 73712. 20.10.: - 1617. . .. . 2009: 115341. 2010: 467967. . . . .

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

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

BAA

.
TEEA0404 09108110

Schedule A (Form 990 or 990-EZ) 2010

(Form 990 or 990-EZ)

SCHEDULE C

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527 Complete if the organization is described below.

OMB No. 1515-0047

2010
C

Department of the Treasury Internal Revenue Service

Attach to Form 990 or Form 990-a. See separate Instructions.

lithe organization answered 'Yes,' to Form 990, Part IV, line 3, or Form 990EZ, Part V, line 46 (Political Campaign Activities), then Section 501 (c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C. Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B. Section 527 organizations: Complete Part l .A only. If the organization answered 'Yes,' to Form 990, Part IV, line 4, or Form 990-EZ Part VI, line 47 (Lobbying Activities), then Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part Il-A. Do not complete Part li-B, Section 501 (c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part li-B. Do not complete Part H-A. If the organization answered 'Yes,' to Form 990, Part IV, line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35a (Proxy Tax), then Section 5010(4)' , (5), or (6) or92iiizations:CompIete Part Ill.
Name of organization Employer identification number

521527294 s.4al-4 -, Complete if the organization is exempt under section 501(c) or is a section tL/ organization. Part l-AI
,-,,

1 Provide a description of the organization's direct and indirect political campaign activities in Part IV. 2 Political expenditures .............................................................................. 3 Volunteer hours

' $.. .

0. 0 0. 0.
No No

.1 PrtiB' I Complete if the organization is exempt under section 501 (c)(3).

1 Enter the amount of any excise tax incurred by the organization under section 4955 ...............,,....,...., ' $ 2 Enter the amount of any excise tax incurred by organization managers under section 4955 ...................... $ 3 If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ......... ............................... Yes Yes ... 4a Was a correction made? ..... .....................................................................................b If Y;' describe in Part IV.

Pairt

if the organization is exempt under section 501(c) except section 5Qt(c)(3).

$_____________________

1 Enter the amount directly expended by the filing organization for section 527 exempt function activities .......... $___________________ 2 Enter the amount of the filing organizations funds contributed to other organizations for section 527 exempt function activities ..............................................

3 Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1 120-POL, line 17b .....................______ No 4 Did the filing organization file Form 1120-POL for this year? ....................................- . ....................... Yes 5 Enter the names, addresses and employer identitcationnombr ElN) of all section 527 political organizations to which the filing the amount paid from the filing organization's funds Also enter the organization made payments For each organization listed amount of political contributions received that were promptly and directly delivered to 'a separate political organization such as a separate p nrrvnoth'rf fi,h1 nr nolltiri cii cnnimitte (PAC1 if additiol soace is needed. orovide information, in Part IV.
(a) Name (b) Address (c) EIN (d) Amount paid from tiling organizations funds. if none, enter-O.. (8) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

(1) (2) (3) (4) (5) (6) BAA For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ. Schedule C (Form 990 or 990-EZ) 2010

.'I

I')'lJI,1.J111

Schedule C (Farm 990 or 990-EZ) 2010 Americans for Prosperity Foundation Part

52-1527294

Page 2

i1=AJ Complete if the organization is exempt under

section 501(h)).

section 501(cx3) and filed Form 5768 (election under

A Check ^ B Check ^

if the filing organization belongs to an affiliated group. if the filing or anization checked box A. and 'limited control'. provisions apply. g Limits on Lobbying Expenditures (The term 'expenditures' means amounts paid or incurred.)
(a) filing organ'ization's totals (b) Affiliated group totals

1 a Total lobbying expenditures to influence public opinion (grass roots lobbying) b Total lobbying expenditures to influence a legislative body (direct lobbying) :.:. . . . .......... c Total lobbying expenditures (add lines 1a and 1 b) dOther exempt purpose expenditures e Total exempt purpose expenditures (add lines lc and 1d) f Lobbying nontaxable amount. Enter the amount from the following table in both columns. If the amount on line le, column (a) or (b) is: The lobbying nontaxable amount is: Not over $500,000 20% of the amount on line le. Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000. Over $1000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000. Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000. Over $17,000,000 $1,000,000. g Grassroots nontaxable amount (enter 25% of line if) .,,,,. h Subtract line 1 g from line la. If zero or less, enter....... -0................. .... . i Subtract line if from line i c. If zero or less, enter -0- ...... , ; .. .. . . ... . .

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

......................................:. ........................................ ........ ..................................

0. 0. 0. 0. 0, 0. g"
-t

:...............................'.. . .............. . .., .. ...................

0, 0. 0.

j If there is an amount other than zero on either line 1 h or line ii, did the organization file Form 4720 reporting

section 4911 tax for this year?

Yes n

No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section'501(h) election do not have , to complete all of the five columns below. See the. instructions for lir es2a through 2f.) 4-Year Averagiria Period Calendar year (or fiscal year beginning in) (a) 2007

(b) 2008

(c) 2009

(d) 2010

(e) Total

2a Lobbying non-taxable
amount

...........

b Lobbying ceiling amount (150% of line 2a. column (e)) ....._. c Total lobbying

. ...

expenditures .

d Grassroots nontaxable amount e

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

f Grassroots lobbying

expenditures

BAA

Schedule C (Form 990 or 990-EZ) 2010

TEEA3202 10/11/10

Schedule C(Form 990 or990.EZ) 2010 Americans for Proserity Foundation

52-1527294

Page 3

I Part Il-B. I Complete if the organization is exempt under section 501(c)(3) and has NOT tiled Form 5768 (election under section 501(h)).
Yes

I No I

Amount

1 During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of: aVolunteers ,? ........................................................................................ b Paid staff or management (include compensation in expenses reported on lines lc through ii)' ......... cMedia advertisements? ............................................................................... d Mailings to members, legislators, or the public' ........................................................ e Publications, or published or broadcast statements? .................................................. Grantsto other organizations for lobbying purposes' ................................................ g Direct contact with legislators, their staffs, government officials, or a legislative body' ............. h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ..... i Other activities? If 'Yes,' describe in Part IV ........................................................... Total. Add lines I through ......................................................................... 2a Did the activities in line 1 cause the organization to be not described in section 501(c)(3)' .............. b If 'Yes,' enter the amount of any tax incurred under section 4912 ....................................... c If 'Yes,' enter the amount of any tax incurred by organization managers under section 4912 ..... d If the filing organization incurred a section 4912 -tax, did it file Form 4720 for this year?..................

I.

rt ill A Complete if the organization is exempt under section 01(c)(4), section 501 (cX5), or section 501(c)(6).
No

1 Were substantially all (90% or more) dues received nondeductible by members? ................................... 2 Did the organization make only in-house lobbying expenditures of $2,000 or ,.,............................. 3 Did the organization agree to carryoveHabbyino and political expenditures from the prior year' ......... ..........:

art lItB '-I Complete if the organization is exempt under.section 501 (cX4), section 501 (cX5), or section 501 (cX6) if BOTH Part Ill-A, lines 1 and 2 are answered 'No' OR if Part Ill-A, line 3 is answered 'Yes.'
1 Dues, assessments and similar amounts from members ............................... ................ .-. i,,., 1 2 Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(1) tax was paid). aCurrent year ...............................................................................................2a bCarryover from last year .................................................................................. 2I 2c cTotal....................................................................................................... 3 Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues ............... 3 4 If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditurenext year? ................................................................................... 4 5- Taxable amount of lobbying, and political expenditures (seinstructiors -............................. . . ........5 Complete this part to provide the descriptions required for Part I-A, line 1; Part I-B, line 4; Part I-C, line 5; and Part Il-B, line ii. Also, complete this part for any additional information. -

Pt I-A Line 1 - None in 2010.

BAA
1EEA3203 10111/10

Schedule C (Form 990 or 990-EZ) 2010

Schedule C (Vorm 990 or 990-EZ) 2010 P2iaericans for Prosperity Foundat

52-1527294

--

BAA
TEEA3204 0111I10

Schedule C (Form 990 or 990-EZ) 2010

SCHEDULE D (Form 990)

Department of the Treasury internal Revenue Service Name olthoorganiatlon

01MB No. 1545-0047

Supplemental Financial Statements

Complete If the organizatio. n answered 'Yes,' to Form 990, Part IV, lines 6,7,8,9,10,11, or 12. - Attach to Form 990. 0, See separate instructions.

2010
Open toPblict'

lnspectin

Employer identification number

Americans for Prosperit Part

I:j Organizations Maintai the oraanization answt

L)onor Auvlsea FUncts or otner 'Yes' to Form 990, Part IV, line 6.
Donor advised funds

52-1527294 or Accounts. Complete if

(b) Funds and other accounts

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

El No
No

Yes

art ,111 Iconservation Easements. Complete it the organization answered 'Yes' to 1-orm 9U, I-art IV,, line I..
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 ay.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.......................................... 2b c Number of conservation easements on a certified historic structure included in (a) ............... 2c d Number of conservation easements Included in (c) acquired after 8/17106, and not on a historic structure listed in the National Register -------------------------------------------------------- 2d 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 5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds ? ......................................................Yes 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)(13)(1) and section 170(h)4)(B)(ii)' ................................................................ .. flNo

Yes

No

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.

.lPa-tiIlj 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 ,..,,,....., , ............................................. $_____________________ ..,.. b. $ (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, seethe instructions for Form 990. 1EEA3301 11/15110 Schedule D (Form 990) 2010

Schedule (Form90)2010 Americans for Prosperity Foundation

52-1527294

Paqe2

3 Using the organization's 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 XIV. 5 During the year, did the organization soliit or receive donations of art, historical treasures, or other similar .. fl Yes assets to be sold to raise funds rather than to be maintained as part of the organization's Arrangements.. Complete if organization answered Yes' to Form 990, Part art IV I Escrow and Custodial 9, or reported an mouriton 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' ................... .. bIf 'Yes,' explain the arrangement in Part XIV and complete the following table: cBeginning balance ............................................................................ IC d Additions during the year, e Distributions during the year . ., ..........................,.,.,..,..,

fl No IV, line
No

....................................... ................. ......JJ Yes

Amount

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

(a)

Endingbalance 2a Did the organization include an amount on Form 990, Part X, line 21' Part _XIV. explain _the _arrangement _in_ b_If_'Yes,'_ Complete if the or anization answered 'Yes' to Form artVI Endowment Funds, (c) Two years back (b) Prior year Current year 1 a Beginning of year balance,.,,,. b Contributions

......................... ............................................, ............................................ Yes

990, Part IV, line 10.
(d) Three years back

1d 1e if

No

(e) Four years back

,.,.,,....,...... .
. . . . . . '' . .. . .. .

c Net investment earnings, gains, and losses d Grants or scholarships ...........________________ . . e Other expenditures for facilities and programs ..................________________ I 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 b Permanent endowment cTerm endowment 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization by: (,) unrelated organizations (ii) relatedorganizations b If 'Yes' to 3a(ii), are the related organizations listed as required on Schedule R?.. .. . 4 Describe in Part XIV the intended uses of the tgaiztin's endowment funds. artVl1Land, Buildings, and Equipment. See Form 990, Part X, line 10. (cAccumuIated Description of investment 1(a) Cost or other basis I (b) Cost or other oeprecIuon oasis(other) laLand b Buildings c Leasehold improvements Yes No

.............................................................. ................. .........3a(i) ......................................................................................... 3a(ii) ..................................... 3b

(d) Book value

........................................ ...................
118,068. 132,310. 36,.986. i-in.(B), line 10(c).)

dEquipment ............ ........ ........... ....

e Other Total. Add lines la through le (Coluthn (c) must egi BAA

.,., .... ...... ,,,,__ _

32,.390. 85,678. 22,971. 109,339. 1 15575. 21,411.1 I 70, 936. Schedule D (Form 990) 2010

TEEA3302 12/20110

Schedule D (arm 99O) 2010

Americans fo: ProsperitV. Foundation Ptt VII InvestmentsOther Securities. e Form 990. Part X. line 12
(b) Book value -

52-1527294 (c) Method of valuation, Cost or end-of-year market

(a) Description of security or category (hncluding name of security) (1) Financial derivatives (2) Closely-held equity interests (3) Other -.----------------

_(F) -- JGJ --

-----

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

_sI1__________________________
Total. (Column (1,) must equal Farm 990 PartX column (B) line 12.),; , .

I PrtVIII I InvestmentsProaram Related. (See

(a) Description of investment type

(b) Book value

(c) Method of valuation: Cost or end-of-year market value

column (B) finer 13j'i

Form 990. Part X. line 15

)ok value 117,339.

Total. -(Column (b) must equal Form 990. Part X, ciijmnB line 15)

- -. . (b) Amount

' 1117, 339.

I Part

X:I Other Liabilities. (See Form 990, Part X, line 25),

0.
11582,195.

(a) Description of liability (1) Federal income taxes

(2)Securitydeposit (3)Due,to affiliate (4) (6) (8) .

- - .

..

.S

,. - S..-

Total. (ColUmn (b) must equal Form 990. Part X column (B) line 25)....... 11 582., 195. 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
iEE303 2120fl0

Schedule D (Form 990) 2010

Schedule D (Form 990)2010 Americans for

Prosperity Foundation

52-1527294

Pe 4

:Xl . 1 Reconciliation of Change in Net Assets from Form 990 to Audited Financial Statements 1 Total revenue (Form 990, Part VIll,column (A), line 12) ............................. ............ 2 Total expenses (Form 990, Part IX, column (A), line 25) .

17., 461, 125.

15 311,, 533.
2,149,592.

3 Excess or (deficit) for the year. Subtract line 2 from line 1 ...,,.,..., ... ,, .,I t I.,......... ..... , ................
4 N et unrealized gains (losses) on investmeflts ................................................................... 5 Donated services and use of facilities .............................................................................. 6 Investment expenses .......................................................................................... 7 P rior period adjustments .................................................... .................................... 8 Other (Desc ribe in Part XIV) ............................... . ..................................................... 9 Total adjustments (net). Add lines 4 through 8 ..................................., ........ .............;. .......

10 Excess or (deficit) for the year per audited financial statements. Combine lines 3 and 9 Mii I P prnndIifinn nf Revenue nr Audited Financial Statements With Revenue p er Returr 1 Total revenue, gains, and other support per audited financial statements.................................... 2 Amounts included on line 1 but not on Form 990, Part VIII, line 12: a Net unrealized gains on investments ............................................. 2a b Donated services and use of facilities .........................................2b C Recoveries of prior year grants ..............................2c 2d d Other (Describe in Part XIV) ...........................................2e e Add lines 2a through 2d ................................................... ..

2,149,592. 7.461.125.

3 3 Subtract line 2e from line 1 ................................................... 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 Total revenue. Add lines 3 and 4c. (This must equal Form 99t, Part I, line 72.) . . ... ....................... _2. artXlll J Reconciliation of Expenses per Audited Financial Statements With Expenses per Return ............ 1 Total expenses and losses per audited financial statements.......___ Amounts included on line 1 but not on Form 990, Part IX, line 25: 2 a Donated services and use of facilities ...........................................2a b Prior year adjustments .......................................................2b cOther losses .................................................................. 2C d Other (Describe in Part XIV.) .................................................2d eAdd lines 2a through 2c1 ...................................................,, .... ... ...... .................. 2e .-3 Subtract line 2e from line 1 ............................................................. Amounts included on Form 990, Part IX, line 25, but not on line 1: 4a a Investments expenses not included on Form 990, Part VIII, line 7b ........... b Other (Describe in Part XIV.) .................................................4b 4c cAdd lines 4a and 4b ................................................................................... Fotm .990_Part I line 18) 5 'Total expenses Add lines 3 and 4c (This must equa/

17,461,125

17,461,125.
15,311,533.

15,311,533.

15,311, 533,

Complete this part to provide the descriptions reqi.iired 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 Xl, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information. tx
.-

The O:E^anization evaluated its tax Positionsand.--

determined it has no uncertain tax positions as of December 3lL._L01(L.__. -The 0rq.nization 1 s

_l
_

ug_20 tax

ears

are open
------------

for examinatio n -----------

BAA

TizEA3304 02111/11

Schedule 0 (Form 990) 2010

Americans for Prosperity Foundation I Part XW I Supplemeritat Information (continued)

Schedule D(Form99O)2010

52-1527294

Paqe5

BAA

TEE 305 07116110

Schedule D (Form 990) 2010

OMB No. 1545-0047

SCHEDULE G I (Form 990 or ) 1

Depadment of the TrvaSUry Internal Revenue Service Namof the organization -

Supplemental Information Regarding Fundraising or Gaming Activities

Complete if the organization answered'Yes' 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. Attach to Form 990 or Form 990-EL See separate instructions.

3,

2010
Open to Public Inspection

Employer Identification number

Americans for Proseritv Foundation

52-1527294
line W.

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 b X Internet and email solicitations f Special fundraising events g Phone solicitations c 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' ...................

El Yes

fl

No

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

No

1
2 3 4 5 6 7 8 9 10

Melange Enterprises
Terra

in person solic Xo-peraon solic Consultation

61,000. 34,470.
x

000.1
10,000

30,0 24.47 41.423.

McCiella-rid

BMD

43,217.

84, 640.

Total......... ...... ............................... 3 List all states in whlch the organization is or licensing.

138,687.
or licensed to solicit contributions or has

125, 640.

13,047.

BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
TEEM701 01/13/11

Schedule G (Form 990 or 990-EZ) 2010

Schedule G (Form 990 or 990-EZ) 2010

52-1527294 Pane 2 mericans for Prosperity Foundation the organization answered 'Yes to Form 990, Part IV, line 18, or Part-lI: Fundraising Events. Complete if reported more than $15,000 of fundrisingevent contributions and gross income on Form 990-EZ, lines 1 and 6a. List events with gross receipts greater than $5,000.

(a) Event Al
(event type)

R E V E N U E

I I

(b) Event #2
(event type)

(c) Other events

(total number)

(d)Total events taaa column a) through column (c))

.......................... 2 Less: Charitable contributions ...........

1 Gross receipts 3 Gross income (line 1 minus line 2) ...... 4 Cash prizes

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

5 Noncash prizes
Ii R E C T

............... 7 Food and beverages ....................

6 Rent/facility costs ...,..

x
P E N S E S

........................... 9 Other direct expenses .................

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

............. .................................
.1

jj 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 C 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

E DX 'P RE EN Cs IC S

.........:.................... .................... ...................... ..................

Yes % Yes

3 Non-cash prizes

4 Rent/facility costs

5 Other direct exoenses 6 Volunteer labor

.%

........................... No

No

Yes No .____________________

7 Direct expense summary. Add lines 2 through 5 in column (d) 8 Net aamina Income

................. .............................. :...........

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? blfNo,' explain: . .-.

No ................. .. . Yes -----------...- -----------------------

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

jJ(es -

fl

No -

BAA

TEEA3702 01/13111

Schedule G (Form 990 or 990-EZ) 2010

Schedule G (Form 990 or 9Q.E2 2010 Americans for Prosperity 11 Does the organization operate gaming activities with nonmembers'

............................................... IjJ

Foundation

52-1527294.
Yes

Page 3

Lj No
No

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'
13 Indicate the percentage of gaming activity operated in

................................................................................... 0 Yes .
...

13a . aThe organization 's facility 13b bAnoutside facility 14 Enter the name and address of the person who prepares the organization's gaming/special events books and records: Name Address

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

15a Does the organization have a contact with a third party from whom the organization receives gaming revenue? ........ flves . and the amount b If 'Yes, enter the amount of gaming revenue received by the organization $. of gaming revenue retained by the third party - $ c If 'Yes,' enter name and address of the third party: Name Address 16 Gaming manager information: Name Gaming manager compensation Description of services provided

No

----------------------Employee Independent contractor

LI Director/officer
17 Mandatory distributions

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 during the tax year

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

No

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

BAA

iEEP703. oiiuni

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 Complete if the organization answered 'Yes to Form 990, Part IV, line 23. See separate instructions Attach to Form 990
1

OUS No.. 1545.0047

2010
Open lnsj
IC,.

Department of the Treasury Internal Revenue Service of the organization

Employer Identification number

ft

5,r+4tr,

152-1527294
Yes

om
1 a Check the appropriate box(es) it 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)

No

b If any of the boxes on line 1 a 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 ....................1 b 2 Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line la' ..................................... 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. Written employment contract Compensation committee Independent compensation consultantX Compensation survey or study X Approval by the board or compensation committee X Form 990 of other organizations 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 nonqualified 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 Ill. Only section 501(cX3) and 501(c)(4) 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: aThe organization? ................................................................................................. bAny related organization? ............................... ...................... ...... If 'Yes' to line 5a or 5b, describe in Part III.

4a 4b 4c

X X X

Sal 5b

IX
X

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: 6a aThe organization ? ..................................................................................................... bAny related organization' ............................................................................................ I 6b If 'Yes' to line 6a or 6b, describe in Part Ill. 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 53.4958-4(a)(3)? If 'Yes,' describe in Part III .........................8 X

X
X

9 If 'Yes' to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53,4958-6(c)' ......... ...............9 Schedule J (Form 990) 2010 BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990.

TEEA4I0I 12122110

I:Partlffl Officers, Directors, Trustees, Ky Employees, and Highest Compensated Employees. Use Schedule J-1 if additional space is needed.
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 (ii) Bonus and incentive (ill) O1iar 0) Base
compensation ieporlable

Schedule J (Form996 2010

Americans for Prosperity Foundation

52-1527294

Page 2

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.

(A) Name i)

compensation

(C) Retirement and other deferred compensation

(D) Nontaxable benefits

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

(F) Compensation reported in prior orm 990 or Form 990-EZ

1 Tim Phillips 2 3 4 5

6
7 8 9 10 11 12 13 14 15

48L905.-0.-3,602.-7976.--177,308. ,____12704 .. ___11 L 2 113,114. 185,224. 3,748, 8,324. 0. 122,057. 51,095. 0 01 145 7_. 0--4092 - -4388. (I) 34,259. 19,379. 598. 558. 0. 0. 18,223. John Flynn 127,541. -'- -----61,183. 89,213. 6,627. 2,417. 0. 7,443. 72,726. Alan Cobb (I) 91L200. - -----10L600..0.-3O78. 77,145. 82,749. 2,227. 2,322. 0 68,800. 9,400. Philip Kerpn 2921-2742--1O2 910. . -----) _.J2L9.L. 23,364. 84,387. 2,244. 2,389. 0. 12,150. 67,604. Steven Loneg an jj'l ------ - ----(I) __.

_tQ

----------, ------------------,.- -----____ ____ ____

14L850.-

t::::::::::::::i::::::::::::::::X:::::::::::: ___L---------4-------------- ----------- -4

I__________ ----------t-.----------1-----------I----------------------1 --------. -

F------------+----------H- ---------I------------------------------ L- -----TEEA41 02 07120/10

16 BAA

Schedule J (Form 990) 2010

Complete this part to provide the information, explanation, or descriptions required for Part I, lines la, ib, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.
Pt _ILine 7 PITLeLeE 1b1 discretionary bonuses based on performance..

BAA
TEEA4103 07/20110

Schedule J (Form 990) 2010

OMB No. 1545-0047

(Form 990 or 990.EZ)

SCHEDULE L

Transactions With Interested Persons

Complete if the organization answered 'Yes' on Form 990, Part IV, Iine25a, 25b,'26, -27,28a, 28b, or 28c, or Form 990-EZ, Part V, line 38a or 40b. - Attach to Form 990 or Form 990-a. See separate instructions 152-1527294 n(.InsI
Employer Identification number
0

De rtment

of

the

I
Name of the &ganization

Americans for Prosperity Foundation

IParttJ Excess Benefit Transactions (section 501 Complete if the organization answered 'Yes' on Form 1
(a) Name of disqualified person

and section 501 (c)4 organizations only). it IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b. (b) Description of transaction

(c) Corrected? Yes

No

.1
2 Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section4958 ............................................................................................ .3 Enter the amount of tax, if arty, on line 2, above, reimbursed by the organization.................. .. ............ ai.t:II.:l Loans to and/or From Interested Persons.

Complete if the organization answered 'Yes' on Form 990, Part IV, line 26 or Form 990-EZ, Part V, line 38a.
(a) Name of Interested person and purpose (b) Loan to or from the organization? To From (c) Original principal amount (d) Balance due (a) In default? (1) Approved by board or committee? (g) Written agreement?

Yes No Yes No Yes No

.1
IIl-I Grants or Assistance Benefitting Interested Persons. - Complete if the organization answered 'Yes' on Form 990, Part IV, line 27
(a) Name of interested person (b) Relationship between Interested person and the organization (c) Amount and type of assistance

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

Schedule L (Form 990 or 990 . EZ) 2010

1EEA4501 11/15/10

Schedule L (Form 990 or 990EZ 2010

Americans for Prosperity Fo'nndation

(b) Relationship between Interested person and the organization
(C)

52-1527294

Page 2

I Pat VJ Business Transactions Involving Interested Persons. Complete if the organization answered 'Yes' on Form 990, Part IV, line 28a, 28b, or 28c.
(a) Name of interested person Amount of transaction (d) Description of transaction (a) Sharing of organizations revenues? Yes No

Chr

Fink

son of bo

52, 853 . Is

rv

I Part \t I Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Schedule L (Form 990 or 990-E 2010

TEEA4501 11/15/10

SCHEDULE M (Form 990)

Department of the Treasury Internal Revenue Service Nameof the organization

Noncash Contributions
Complete if the organizations answered 'Yes on Form 990, Part IV, lines 29 or 30. 'Attach to Form 990.

OMB No. 1545.0047

2010
IliSpe
Employer identification number

Americans for Pro

tv Foundation
(a) Check if applicable (b) Number of contributions or items contributed

52-1527294 (c) (d) Noncash contribution Method of determining amounts reported on noncash contribution amounts Form 990, Part VIII, line ig -

1 ArtWorks of art .................................________ 2 ArtHistorical treasures ................ ......... .________ 3 ArtFractional interests .......................... 4 Books and publications 5 Clothing and household goods ....................________ 6 Cars and other vehicles .................... .....________ 7 Boats and planes ................................. 8 Intellectual property .......................... ..._______ 9 SecuritiesPublicly traded ................... ....X 10 SecuritiesClosely held stock ................... .________ 11 SecuritiesPartnership, LLC, or trust interests 12 SecuritiesMiscellaneous .....................,.. 13 Qualified conservation contribution Historic structures ............................:. 14 Qualified conservation contributionOther ..,.... 15 Real estateResidential ......................... .________ 16 Real estateCommercial ......................... .

1, 371, 969. fa

market value

17 Real estateOther . . . ..........................________ 18 Collectibles ............................ .........__________________ 19 Food inventory ................... ................ .________ 20 Drugs and medical supplies . . . .,................ .________ 21 Taxidermy ....................... ................________ 22 Historical artifacts .................................. 23 Scientific specimens ........................... 24 Archeological artifacts ..................... ... ...________ 2 25 Other - up1ies X (S -) ... 26 Other - (-------_. --------27 Other 28 Other -(

5,229.

fair market value

29 Number of Forms 8283 received by the organization during the tax year for contributions for which the organization completed Form 8283, Part IV, Donee Acknowledgement .....................................29 Yes 30a During the year, did the organization receive by contribution any property reported in Part I lines 1-28 that it must hold for at least three years from the date of the initial contribution, and which is not required to be used for exempt 30a purposes for the entire holding period? ....................................................................... ,, b If 'Yes.' describe the arrangement in Part II. 31 Does the organization have a gift acceptance policy that requires the review of any non-standard contributions ? ....... 31 No

x
X

32a Does the organization hire or use third parties or related organizations to solicit, process, or sell noncashcontributions? ................. ;.. w .......... ................................................. X -. ,.. b If 'Yes, describe in Part II. .. j.... 33 If the organization did not report an amount in column (c) for a type of property for which column (a) is checked, describe in Part II. BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule M (Form 990) 2010

TEEA4601 12/29/10

Schedule M (Form 9) 2010 Americans for Prosperity Fotthdation

52-1527

I PaftH Supplemental Information. Complete this part to provide the information required by Part I, lines 30b, 32b,
and 33. Also complete this part for any additional information.. -----:-:- --------------------__;.__.:. _____________

_.L ------------------------- --- ----------------------

BAA

TEEA4602 10/26110

Schedule M (Form 990) 2010

(Form 990 or 990-EZ)

Department of the Treasury Internal Revenue Service Name of

SCHEDULE 0

Supplemental Information to Form 990 or 990-EZ

Complete to provide information foi rpnses to specific questions on Form 990 or 990-EZ Or to provide any additional information. Attach to Form 990 or 990.EZ.
52-1527294

OMB No. 1545-0047

2010
lflSlCt!Ofl.

the organization

Employer Identification number

Pt

14Q ljzj T he 990 is distributed to the board for review and qest ions-.
--__t_41g.
---------------n

Pt

_YJ:.'-deter mi e ----the oran1Zat1On --------------

. Substantiation

of

comp ensation

is

included

in

personnel files.

Documents are provided upon recruest. Pt VI7-C----------------------------------------------------------------J L Line

-

T1ir o _t1e_

L1!P_

ma voluntary

c.apacitV, have a business relationship yL-^L ftach. other. Pt yI- B , Line 12c Exp1oees enter a conflict of in te re s t ae_nuon
ceiv9_theexpl2yeexnual._The
_

_agQ

_mnt

---------

arise. --There is-no

for board member. committeesiQ.-- ...

Pt _ ::&i4

2't

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

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

TEEM901 10126/10

Schedule 0 (Form 990 or 990-EZ) 2010

OMB No. 1545-0047

(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. 1, See separate Instructions.

2010
Q,etPbIk Iction n
Employer identification number

Department of the Treasury Internal Revenue Service Name of the organization

52-1527294

iPart

iI

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) Primary activity (c) Legal domicile (state or foreign country) (d) Total income (e) End-of-year assets Direct controlling entity

(0

c;u--------_____________ --- ___

____________. ______

(6)

of Related Tax-Exempt Organizations I Partil Ildentification related tax-exempt organizations during (Complete if the organization one or more the tax year.)
(a) Name, address, and EIN of related organization (b) Primary activity (c) Legal domicile (state or foreign country) (d) Exempt Code section

orm 990, Part IV, line

(e) Public charity status (if section 501 (c)(3)) (I) Direct controlling entity (g) Sec 512(bXl3) controlled entity? Yes

No

1) 2mericans for Prosperity 75-3148958 Educate and 2111 Wilson Blvd, *350, Arlington VA 22201 mobilize ci

1If1

----

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

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

TEE.A5001 12122110

Schedule R (Form 990) 2010

Schedule R (Form 99O)2010

Americans for Prosperity Foundation

52-1527294 -

Page

Part ii I Identification of Related Organizations Taxable as a Partnership (Complete 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 ta'x yer)
(a) Name, address, and EIN of related organization (b) Primary activity (d) (c) Direct Legal domicile controlling entity (state or foreign country) (I) (h) (g) (e) (U Code V-UBI DisproporShare of Predominant Share of total amount in box tionate end-of-year income (related, income allocations? 20 of Schedule assets unrelated, excluded K-i from tax under____________ (Form 1065) sections 512514) Yes I No (k) J) 1 General or I Percentage managing I : ownership partner? 1
Yes

I No I

_11

j21_________

anization answered 'Yes' to Form 990, Part IV, IParIvI Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the org
6

line 34 because it had one or more related organizations treated as a corporation or trust during the tax year,)

(a) Name, address, and EIN of related organization

(h) (g) (f) (e) (d) (b) (c) Type of entity Share of total income Share of end-of-year Percentage Direct Primary activity,Legal domicile ownership assets (state or foreign controlling entity (C corp, S corp, I crnjntrv) I or trust)

BAA

TEEA5002 12107/10

Schedule R (Form 990) 2010

Schedule R (Form 990)2010

Americans for Prosperity Foundation

I Part V. 1 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

52-1527294

Page .3

in Parts 11, III, 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 I]-IV? a Receipt of () interest (Ji) annuities (iii) royalties rent from a controlled entity ...................................................... .............................. LJ.. b Gift, 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)

No

(iv)

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

e Loans or loan guarantees by other organization(s) ...................................................................................................................I fSale of assets to other organization(s) gPurchase of assets from other organization(s) Exchange of assets iLease of facilities, equipment, or other assets to other organization(s)

ie

ii

.............................................................................................................................. .....................................................................................................................L.1 .............................................................................................................................................

.................................................... ........... .... ................. ............I ii

r Lease of facilities, equipment, or other assets f om other organization(s) ..................................... ......................................................... Ic 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 ............................................................................................................ a Sharing of paid employees .............................................................................

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

o Reimbursement paid to other organization for expenses .................................................................................... pReimbursement paid by other organization for expenses qOther transfer of cash or property to other organization(s)

MM
X X.

............................................................................................................. ............................:.

. .......................................................................... r Other '11 nsferf cash or property from other organiaaUons) . ........... ;. .. ......................................................................................... to any of the above for this and (a) Name of other organization (b) (C) TransactionAmount involved type (a.r)

(d) Method of determining amount involved

d e

BA

rEE.A5003 12123110

Schedule R (Form 990) 2010

Schedule R (Form 99O)2010 Americans for Prosperity Foundation

52-1527294

Page 4

IPaItVJI Unrelated Organizations Taxable as a Partnership (Complete if the organization answered 'Yes' to Form 990, Part IV, line 37.)
Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross ati revenue) that was not a related organizon See Instructions regarding exclusion for certain Investment partnerships I I (d) I (c) (a) (b) (e) (f) (g) (h) Are all partnersl Share of end-of-year Dispropor- Code V-UBI amount General or Primary activity I Legal do domicile Name address, and EIN of entity I I section tionate in box 20 of assets managing I (state or foreign allocations? Schedule K-i partner? country) I Form (1065) Yes Yes I No No Yes I No I

_!;1i-------------------------------. -----

- .......

ffi)_--------------- - --------------

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

----------

BAA

TEEA5004 12123/10

Schedule R (Form 990) 2010

Schedule (Form 990)2010 Americans for Prosperity Founda

52-1527294

Complete this part to provide additional information for responses to questions on Schedule R (see instructions),.

BAA

TEEA5005 07/16110

Schedule R (Form 9905 2010

Americans for Prosperity Foundation Schedule 0 (Form

990),

52-1527294 990

Supplemental Information to Form

Form 990, Page 6, Line 17 (continued)

Alabama Alaska Arizona Arkansas California Colorado Connecticut District of Columbia Florida Ge6rqia Illinois Kansas Kentucky Louisiana Maine New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island So"utli Carolina Tennessee Utah Virginia Washington West Virginia Wisconsin Hawaii

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

Ll

TABLE OF CONTENTS PAGE 1

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.C.

CERTIFIED PUBLIC ACCOUNTANTS LITTLE RIVER TURNPIKE, SUITE 440 6601 C

Aiu, VIRGINIA 22312

(703) 354-2900

FAx (703) 354-2606

E-L:

coreycpa@coreycpa.com

INDEPENDENT AU]MTORtS REPORT

To the Board of Directors Americans for Prosperity Foundation We have audited the accompanying balance sheet of Americans for Prosperity Foundation (a nonprofit organization) as ofDecember 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 Foundation 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. o, O7April28,01

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

Assets

Current Assets Cash and cash equivalents Due from affiliate Pledges receivable Other receivable Prepaid expenses Total current assets Property, equipment, and leasehold improvements net of accumulated depreciation of $216,428 Deposits

$.

652,404 1,685,860 254,911 56,626 37,403 2,687,204

70,936 117,339 $ 2,875,479

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

549,368 1,582,195 2,131,563

(523,210) 1,267,126 743,916 $ 2,875,479

Americans for Prosperity Foundation 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: $ 10,317,754 Grants and.contributions 1,371,969 Contributed securities 5,229 Noncash contributions 467,937 Registration fees 555 Investment income (15,686) Loss on sale of securities 84,630 Intercompany interest 1,614 Miscellaneous income Net assets released from restrictions: 4,470,611 Satisfaction of program restrictions Total Revenues and Other Support 16,704,613

5,227,123 $ 15,544,877 1,371,969 5,229 467,937 555 (15,686) 84,630 1,614 (4,470,611) 756,512 17,461,125

Expenses: Program expenses 4,025,843 State chapter activities 9,004,307 National activites

4,025,843 9,004,307

General and administrative Development Total Expenses

1,302,412 978,971 15,311,533

756,512 510,614

1,302,412 978,971 15,311,533 2,149,592 (1,405,676) 743,916

1,393,080 Change in Net Assets Net Assets, beginning of year Net Assets, end of year $ (1,916,290)

(523,210) $1,267,126 $

Americans for Prosperity Foundation 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 Realized loss on sale of securities Contributed securities (Increase) decrease in due from affiliates (Increase) decrease in pledges receivable (Increase) decrease in other receivable (Increase) decrease in prepaid expenses (Increase) decrease in deposits Increase (decrease) in accounts payable Increase (decrease) in due to affiliate Increase (decrease) in security deposit Net cash provided (used) by operating activities Cash flows from investing activities: Fixed asset purchases Proceeds from sale of securities Net cash provided (used) by investing activities Net increase in cash and cash equivalents Cash, beginning of year Cash, end of year
$

2,149,592

65,877 15,686

(1,371,969) (706,179) (132,116)

2,655

(1,932) 19,213 188,049 (1,192,377) (38,363) (1,001,864)

(6,600) 1,356,283 1,349,683 347,819 304,585 652,404

During the year the Foundation had the following noncash transactions which were excluded from the statement of cash flows: Fair market value of donated supplies Supplemental disclosures: Cash paid during the year for: Income taxes Interest expense $ 5,229

$ $

Americans for Prosperity Foundation 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 Development Ttl Supporting Services Total Expense

Communications ads, media $ 371,554 $ 6,018,002 $ 6,389.556 $ 115,136 $ 5,805 $ 120,941 $ 6,510,497 Salaries 1,329,891 712,939 2,042,830 245,527 506,569 752,096 2,794,926 Meetings, conferences and events 367,693 1,339,913 1,707,606 50,330 9,951 60,281 1,767,887 Contractors 666,441 67,168 733,609 33,752 142,568 176,320 909,929 Travel 220,538 249.409 469,947 115,088 46,405 161,493 631,440 Equipment leasing, IT service 47,675 156,380 204,055 136,234 76,256 212,490 416.545 Rent 128,723 63,335 192,058 142,772 59,232 202,004 394,062 Professional fees, consulting 189.900 90,713 280,613 60,997 18,453 79,450 360,063 Intercompany interest 357,623 357,623 357,623 Employee benefits 128,582 43,996 172,578 98,989 40,328 139,317 311,895 Printing, duplication 90,288 138,413 228,701 14,597 26,327 40,924 269,625 Honoraria 191,300 51,000 242,300 11,000 11,000 253,300 Payroll taxes 96,840 47,639 144,479 19,238 36,865 56,103 200,582 Telecommunications 71,278 23,640 94,918 43,318 19,592 62,910 157,828 Office supplies and expense 56,326 30.816 87,142 40,726 15,987 56,713 143,855 Computers/office equipment 13,894 20,875 34,769 42,783 17,987 60,770 95,539 Postage, courier, overnight 33,720 24,652 58,372 16,244 16,677 32,921 91,293 Depreciation 14,308 14,308 32,804 18,765 51.569 65,877 Registration fees 10,053 9,966 20,019 7,756 28,745 36,501 56,520 Dues and subscriptions 4,784 8,535 13,319 5,661 17,300 22,961 36,280 List rental 4,969 17,578 22,547 261 261 22.808 Accounting 4,527 4,527 10,206 4,234 14,440 18,967 Temporary employees 111 3,958 4,069 9,005 3,651 12.656 16,725 Legal 1,033 2,378 3,411 2,010 834 2,844 6,255 Business insurance 250 689 1,554 644 2,198 939 3,137 Sponsorships 1,000 1,000 1,250 1,250 2.250 Overhead allocated to affiliate (137.522) (137.522) (134.465) (312.188) (446.653) (584.175) 4,025.843 $ $ 9.004.307 $ 13.030.150 $ 1,302.412 $ 978.971 2281.383 $ 15.311.533 $

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

Note A - Nature of Organization Americans for Prosperity Foundation AFPF was incorporated on July 22, 1987, and commenced operations on February 1, 1988. AFPF 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. AFPF educates citizens to achieve fiscal and regulatory restraint by state governments, and a return of the federal government to its constitutional limits. AFPF concentrates its efforts at the state level and maintains both state chapters and a national office to achieve its goals. AFPF's support comes primarily from individual, foundation, 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 AFPF's financial statements have been prepared on the accrual .basis of accounting in accordance with generally accepted accounting principles. 2. Financial Statement Presentation AFPF 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, AFPF had no permanently restricted net assets.

n.

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

Note B - Summary of Accounting Policies, continued 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 orpeimanently restricted net assets, depending on the nature of the restriction. When a restriction expires (that is, when a stipulated time restriction ends or 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. 4. Advertising AFPF 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 $6,510,497 for the year ended December 31, 2010. These costs are charged directly to the program they benefit. 5. 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 $254,911. 6. Functional Allocation of Expenses AFPF 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. Additionally, expenses charged to supporting service categories have been allocated to program categories based on time studies performed by management.

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

Note B - Suinnmry of Accounting Policies, continued 7. Income Taxes AFPF is exempt from income taxes on all activities directly related to its exempt purpose under the Internal Revenue Service Code Section 501(c)(3). 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. 8. 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 three to ten years. 9. Cash and cash equivalents For purposes of the statement of cash flows, AFPF 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 year ended December 31, 2010 AFPF 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.

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

Note B - Summary of Accounting Policies, continued 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 Organization 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, Equipment, and Leasehold Improvements Property, equipment and leasehold improvements are as follows: Office equipment Office furniture Leasehold improvements Accumulated depreciation Net book value $132,310 36,986 118,068 287,364 (216428) $70,936

Depreciation expense for the year ended December 31, 2010 is $65,877.

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

Note E - Net Assets Released from Restrictions Net assets were released frdm donor restrictions by meeting the time restrictions or by incurring expenses satisfying the purpose restrictions specified by donors as follows: Restriction accomplished: Arizona Arkansas California Colorado Florida Georgia Illinois Kansas Maine Maryland Michigan Missouri Nebraska Nevada New Hampshire New Jersey New York North Carolina Ohio Oklahoma Oregon Pennsylvania South Carolina South Dakota Texas Virginia Washington Wisconsin $ 4,868 146,690 191,827 77,887 100,559 78,222 87,335 241,070 24,917
62,405

169,035 85,970 60,840 9,077 74,160 491,623 2,410 9,783 22,887 136,511 214,165 1,900 15 3,754 171,132 11,330 38,138 271,182

10

Americans for Prosperity Foundation Notes to Financial Statements December 31, 2010 (See Independent Auditor's Report) Note E - Net Assets Released from Restrictions, continued 2010 National Summit EPA/Climate Change Fredom 5k Mass Based Membership Healthcare Right Online Sick of Spending Spending Crisis Other Total restrictions released 321,875 55,000 8,373 51,735 336,888 312,028 25,000 555,000 15,020 $4,470,611

Temporarily restricted net assets as of December 31, 2010 are available for the following purposes: Arkansas California Colorado Florida Maine Maryland Nevada New Hampshire New Jersey Ohio Oregon Pennsylvania Washington Time restrictions (pledges receivable) $68,475 67,479 16,213 201,091 50,740 223,168 120,923 8,581 20,087 39,550 72,046 74,753 49,109 254,911 $J,267, 126

11

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

Note F - Affiliated Organization AFPF operates under an affiliation agreement with Americans for Prosperity (AFP). 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 APP 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 by APPF to AFP totaled $3,264;836 for the year ended December 31,2010. Interest charged by AFPF on the amount due from AFP totaled $84,630 for the year ended December 31, 2010. APP makes loans to AFPF on a periodic basis. The total due to AFP from AFPF as of December 31, 2010 was $1,582,195. This amount includes interest charged to AFPF totaling $357,623. Note G - Commitments and Contingencies
Office Space 2111 W ilson Boulevard

On May 14, 2009, AFPF entered into an operating lease for office space. The lease commenced on October 9, 2009. The lease term is ten years from the date of commencement. Initial base rent totals $269,646 annually, with annual increases of 3% per year. AFPF must also pay .96% of operating costs and real estate taxes annually. In 2011, AFPF entered into an operating lease for expanded office space at their current location. The lease term is ten years with initial base rent of $260,462 annually, with annual increases of 3% per year. AFPF must also pay .90% of operating costs and real estate taxes annually.

12

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

Note G - Commitments and Contingencies, continued Minimum base lease payments for future years under both leases are as follows: Year ended December 31: 2011 2012 2013 2014 2015 2016 and thereafter

$494,786 554,343
570,973

588,103 605,747 2,496,614

$ 5,310,566

Office Space - Slate chapters

AFPF maintains operating leases for office space for state chapters in Kansas, Texas, Wisconsin, Oregon and Georgia. Leases for other state chapter offices are on a month to month basis: Monthly rents range from $375 to $2,058. Leases expire at various dates through 2012. AFPF's minimum lease payments total $62,394 for 2011 and $ 27,946 for 2012. Note II - Direct Mail Costs During 2010, AFPF incurred direct mail costs of $74,412. These costs have been reported as part of development and membership.

13

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

Note I - Major Donors During the year ended December 31, 2010, AFPF received $7,547,911 from one donor, which accounts for 43% of total support for the period. Note J - Related Party Transactions During 2010, contributions from board members and organizations affiliated with board members totaled $1,560,000. Note K Pension Plan AFPF maintains a defined contribution 401(k) plan covering substantially all full-time permanent employees. Under the plan, AFPF may, at its discretion, make matching contributions as a percentage of employee contributions. Matching contributions to the plan for the year ended December 31,2010 totaled $136,011. AFPF's share of those contributions totaled $83,582. Note L - Contributed Assets and Services Contributions of donated non-cash assets are recorded at their fair market values in the period received. For the year ended December 31,2010, the Foundation received stock with a fair value of $1,371,969 and supplies with a fair value of $5,229. 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.

14

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

Note M State Chapter Activities For the year ended December 31, 2010, expenses by State chapter are as follows: Arizona Arkansas California Colorado Florida Georgia Illinois Kansas Maine Maryland Michigan Missouri Montana Nebraska Nevada New Hampshire New Jersey New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania South Dakota Texas Virginia Washington Wisconsin Total State chapter activities 37,609 146,690 191,827 77,887 100,559 106,897 96,740 444,154 24,917 62,405 365,880 93,019 1,174 128,827 9,077 74,159 491,624
3,630

305,993 11,382 22,887 168,522 214,165 1,900 38 370,291 163,423 38,139 272,028 $4,025,843

15

Americans for Prosperity Foundation Notes to Financial Statements December 31, 201D (See Independent Auditor's Report)

Note N - Unrestricted 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 AFPF's net assets was sufficient to eliminate this deficit.

16

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Americans for Prosperity. ;Foundation

2111 Wilson Blvd, Suite 350 Arlington, VA 22201

Purpose: To educate consumers, business owners and the general public about the value and operation of an open and market-oriented economy that is free of government interference.

!til'a 1111 NitF11i1I liii I1i III

F D II N U A 110. N
BOARD OF DIRECTORS David Koch Chairman Americans for Prosperity Foundation Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 Art Pope Vice Chairman Americans for Prosperity Foundation Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 Dr. Richard Fink Director Americans for Prosperity Foundation Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 Debra Gail Humphreys Director Americans for Prosperity Foundation Suite 350, 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 Cy Nobles Director Americans for Prosperity Foundation Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 Dr. Walter Williams Director Americans for Prosperity Foundation Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 OFFICERS Tim Phillips President Americans for Prosperity Foundation Suite 350 2111 Wilson Blvd. Arlington, VA 22201 (703) 224-3200 John Flynn Secretary/Treasurer Americans for Prosperity Foundation, 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

I INk VI1I1i1i 1111 ill 11

F U ii N 01 A I I U N
QD

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:

GEORGIA Virginia Galloway

MISSOURI Patrick Werner

44 Darby's Crossing Drive Suite 102-G Hiram, GA 30141 Office: (770) 315-4304 infoGA@afphg.org
ILLINOIS

Office: (314) 780-7687 infoMO@afphg.org

MONTANA Scott Sales

ARIZONA Tom Jenney

Joe Calomino

One East Camelback Road Suite 550 Phoenix, AZ 85012 Office: (602) 478-0146 tjenney@afphg.org
ARKANSAS Teresa Oelke

118 N. Clinton Street Suite 140 Chicago, IL 60661 Office: (312) 768-2373 Fax: (312) 463-1341 jcalomino@afphg.org
KANSAS Derrick Sontag

5200 Bostwick Road Bozeman, MT 59715 Office: (406) 579-7994 ssales@afphg.org

NEBRASKA

Mike Friend

infoNE@afg.org
NEVADA

Adam Stryker

1800 S. 52nd St., Ste. 300 Rogers, AR. 72758 Office: (479) 531-9778 toe]keafphq.org infoAR@afphg.org
CALIFORNIA David Spady

2348 SW Topeka Suite 201 Topeka, KS 66611 Office: (785) 354-4237 Fax: (785) 354-4239 dsontag@afphg.org
Wichita Office

231 W. Charleston Blvd. #130 Las Vegas, NV 89102 Office: (702) 518-3660 infoNV@afphg.org
NEW HAMPSHIRE Corey Lewandowski

2073 Santo Domingo Camarillo, CA 93012 Cell: (805) 427-4424 Office: (805) 384-4510 dspadv@afphg.org
COLORADO Jeff Crank

151 Whittier Street Wichita, KS 67207 Office: (316) 681-4415 dsontag(afphg.org MAINE
Carol Weston infoMEafhg.org MARYLAND Charles Lollar Office: (443) 994-9395 infoMDcafphg.org MICHIGAN Scott Hagerstrom

Cell: (202) 550-7839 c1ewandowski@afbhg.org

NEW JERSEY Steve Lonegan

P0 Box 88003 Colorado Springs, CO 80908 Office: (719) 494-0797 Fax: (719) 495-5041 jcrankafphg.org
FLORIDA Slade O;Brien

24 River Road #205 Bogota, NJ 07603 Office: (201) 487- 8844 Fax: (201) 487- 8853 ccampbell@afphg.org
NORTH CAROLINA Dallas Woodhouse

P.O. Box 185 Tallahassee, FL 32302 sobrien@afphg.org

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

200 West Morgan Street Suite 100 Raleigh, NC 27601 Office: (919) 839-1011 Fax: (919) 839-1012 dwoodhouseafphg.org

0mb 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@afphg.org OREGON Karla Kay Edwards P.O. Box 116 Williamina, OR 97396 Office: 503-537-8108 inf6OR(a1hg.org PENNSYLVANIA Sam Rohrer 4020 Main Street Box 190 Elverson, PA 19520 infoPAafbhg.org TENNESSEE Brad Stevens 1605 Silver Oak Lane Lenoir City, TN 37772 (865) 288-0988 bstevens(afhg.org TEXAS Peggy Venable 807 Brazos Street, #210 Austin, TX 78701-9996 Office: (512) 476-5905 Fax: (512) 476-5906 pvenable@afphg.org VIRGINIA Trixie Averill P.O. Box 278 Vinton, VA 24179-0278 Office: (804) 506-0237 infoVAafhg.org

WASHINGTON Nansen Milan P.O. Box 117 Seaview, WA 98644 Phone: (360) 244-3294 infoWA@afphg.org WISCONSIN Matt Seahoim 1126 South 70th Street Suite 5219A Milwaukee, WI 53214 Office: (414) 476-7900 infoWJafphg.org

AMERICANS FOR PROSPERITY FOUNDATION

Relationship Statement in Response to Question 14 (A)(1) of the URS Form: Americans for Prosperity Foundation Board member Richard Fink is the father of Americans for Prosperity Foundation employee Chris Fink. Chris Fink started working with AFPF in 2008. Both can be reached at the Foundation: 2111 Wilson Blvd., Suite 350 Arlington, VA 22201 703 224-3200

Responsibility
Americans for Prosperity Foundation

Individual responsible for custody of funds: Steve Corder, Chief Financial Officer Americans for Prosperity Foundation 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 Foundation 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 Foundation 2111 Wilson Blvd., Suite 350 Arlington, VA 22201 Individual responsible for custody of financial records: Steve Corder, Chief Financial Officer Americans for Prosperity Foundation 2111 Wilson Blvd., Suite 350 Arlington, VA 22201 Bank in which funds are deposited: Chain Bridge Bank, N.A., McLean, Virginia Account #2100106091 (703) 748-2005

F 0 II NO AT! ON
1726 M Street NW, 10th Floor . Washington, DC 20036 202.349.5880

Response to Question 18(A) on URS October 17, 2008 State of Alaska - Department of Law Commercial & Fair Business Section 1031 W. 4" Avenue, Suite 200 Anchorage, AK 99501 Dear Sir or Madam We are in receipt of your postcard pertaining to Americans for Prosperity Foundation's charitable registration in the state of Alaska. In your note, you have requested an explanation related to question ISA of the unified registration statement, in which we responded "yes." The question pertained to whether Americans for Prosperity Foundation (AFPF) received financial support from other nonprofit organizations. Please note that AFPF receives a number of confidential contributions from private foundations, but does not receive financial support from public charities or combined campaigns. The private foundations have a donor relationship with AFPF. Please note that no private foundations in the state of Alaska have given financial support to AFPF. I trust that this satisfies your request and that Americans for Prosperity Foundation will now be deemed in full compliance with Alaska's charitable registration laws. Thank you for your attention to this matter. Sincerely,

' abni. Flynn, HI Corporate Secretary/Treasurer

Internal Revenue Service Date: March 19, 2004 Americans for Prosperity Foundation. 1726 M St. NW, 10' Floor Washington, DC 20036 Department of the Treasury P. 0. Box 2508 Cincinnati, OH 45201' 1. Person to Contact Ms. Smith #31-07262 Contact Representative Toll Free Telephone Number;
8:00 am. to 6:0 p.m. CST

877-829-5500 Fax Number. 513-263-3756 Federal Identification Number: 52-1527294 Dear Sir or Madam: This is in response to the amendment to your organization's Articles of Incorporation filed with the state on November 20, 2003. We have updated our records to reflect the name change as indicated above. In January 1988 we issued a determintion letter That recognized your organization as exempt from federal Income tax. Our records indicate thatyour organization is currently exempt under section 501(c)(3) of the Internal Revenue Code. Based on information subsequently submitted, we classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Code because it is an organization described in sections 509(a)(1) and I T0(b)(1 )(A)(vi). This classification wasbased onthe assumption ttiatyourofganizatfons.operaUonswoutd cnUnueatated in the application If your organization's sources of support 1 or ts ctaracter, method of operations 1 or purpos have changed, please let us know so we can consider The eftectofthe change on the exempt status and foundation status of your organization. grseTcetpt . each year lire:iic lay oftheiifflmdnth ftr the f$2Oa dy,upt a.tnairnUrn delay.

tha

All exempt fr tx under the Federal Insurance Contributions Act (social secunty taxes) qn remuneration t$10Q or mare paid to each employee during a calendar year. Your organization is not liable for the tax imposed under the Federal Unemployment lax Act (FUTA). Organiaflons that are not private foundations are not subject to the excise taxes under Chapter 42 of the Code. However, these organizations are not automatically thcempt from other federal excise taxes. legaclesF in section 170 of the Code. Bequests, vses transfers or rft to your oianlzation or for its use are deductible far federal estate and gift

rpf:.th:1iiGet the a

bIMelons:of sections 2055, 2106. and 2522 of the Code.

I
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Americans for Prosperity Foundation 52-1527294 Your organization is not required to file federal income tax returns unless it is subject to the tax on unrelated business income under section 511 of the Code. If your organization Is subject to this tax, it must file an income tax return on the Farm 990-T, Exempt Organization Business Income Tax Return. In this letter, we are not determining whether any of your organization's present or proposed activities are unrelated trade or business as defined'in section 513 of the Code. . Seotian: 6104t: of the -Internal: Revenue: -requires you to make -your organization's annual return availa fe also requires fgr puf?licinspection without charge for three years :after -the:due clue of the ;return::The that received recognition of exemption rf:July 15. 1981, or later, to make available `for 'public organizations ihdussuhdqcumsiitstri .fa rs i ir;in.+ivritirig;.: c rgaialzations #hat roc ived:recpgnifro .. 'f ecemptiohf e`fdr..July:J5,1.98 ,end tad a copy-afthen` xetnptioi application on July 15,''i987',;are also required t make v Habl fc c ^ul}litr i s ectton a copy of the exemption application, any .supporting documents and the exrriptron letter to any individual who-requests such documents in person cnn writing::. F '.additional irmafoh on c scfosure:regta yeti nth, please refer to'(nterrral t Menu :Bulttiri' 93.-17; Because this letter could help resolve any questions about your organization's exempt status and foundation status, you should keep it with the organization's permanent records. If you have any questions, please call us at the telephone number shown In the heading of this letter. This letter affirms your organization's exempt status. Sincerely,

Janna K. Skufca, Director, TEFGE Customer Account Services

k
FL Dept. of Agriculture & Consumer Services Consumer Affairs 2005 Apalachee 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, 1" Floor 120 SW 10th Ave. Topeka, KS 66612-1594 Office of the Attorney General Consumer Protection Division 1024 Capital Center Dr. Frankfort, KY 40602 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 R 033312 R CO 01027277 R CH 4994 GA R CH 07960

HI

IA

ID

IL

KS

219-527-9

KY

LA

MA

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 WHigh Street Jefferson City, MO 65 102-0899 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 68509-4608 Dept. of Justice Charitable Trust Dept. 33 Capital Street Concord, NH 03301-6397

1177

ME

CO 6177

MI

MJCS 10799

MN

MO

MS

100000505

NC

SL 001530

ND

11487100

NE

NH

5435

MD State of Maryland Charitable Organization Division State House Annapolis, MD 21401 ME 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 68509-4608 Dept. of Justice Charitable Trust Dept. 33 Capital Street Concord, NH 03301-6397

1177

CO 6177

MI

MICS 10799

MN

MO

MS

100000505

NC

R,

SL 001530

ND

11487100

NE

NH

5435

NJ

Division of Consumer Affairs Charitable Registration 124 Halsey Street, 7th Floor Newark, NJ 07101 Office of the Attorney General Registry of Charitable Organizations 111 Lomas Blvd NW Suite 300 Albuquerque, NM 87102 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

CH 0529400

NM

NV

NY

16-40-53

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, SQ 29201

03-2379

4312172760

OR

20731

PA

12786

RI

95-0311

Sc

P23

SD

Office of the Attorney General Division of Consumer Protection 500 East Capitol Pierre, SD 5750 1-5070

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 B. 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 Street Cheyenne, WY 82002-0020

1314

UT

6538700-CHAR

VA

VT

WA

934

WI

5164

WV

WY

24

DeCaware'ITie Irst State

PAGE 1

I, HARRIET SMITH W INDSOR, SECRETARY OF STATE OF THE STATE OF DELAW ARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF "]JI.9 FOR PROSPERITY FOUNDATION" AS RECEIVED AND FILED IN THIS OFFICE, THE FOLLOW ING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TW ENTY SECOND DAY OF JULY , A.D. 1987, AT 9 O'CLOCK A.M. CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "CITIZENS FOR A SOUND ECONOMY EDUCATIONAL FOUNDATION" TO "AMERICANS FOR PROSPERITY FOUNDATION", FILED THE TW ENTIETH DAY OF NOVEMBER, A.D. 2003, AT 5:02 O'CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION. -

9l
2132765 8100H 040266164
E111M sor SS. 347 DATE: 04-12-04

4, w.

'7L5

1.W7C/'

FILED
AL

22.:icr

CERTIFICATE OF INCORPORATION OF MIINM ECONOMY EDUCATIONAl. FOIJNI)ATTON CITIZENS FOR A S We, the undersigned natural persons of the age of 21 years or more ' acting as incorporators of a non-prnflt, non-Stock corporation do hereby adopt the fo1lowinr Article.-; of Incorporation for such corporation pursuant to the Oenir.'d Corporation Law, of -the State of Delaware. FIRST: The name of the corporation is:

CITPIRNS FOR A SOUND E.)NOMY FixicivrIONAL FOUNDATION

SECOND: thR'D.

The period of duration is perpetual. The specific

and primary purposis for

which this

corporation is formed and for

which it shall he exclusively

drninistered and operated are to rceivc, administer and expend funds for charitable and educationa) p urposes, including U.) t rowing: ).

the

To educate consumers, business owners, and the general

of an open and market-

public about the value and operation

oriented economy that Is free of government interference.

2. To assist by contributions of money or services to other organizations that are exempt from Income tax under section 501(c)(3)of the

Internal Revenue Code of 1986,

'.4

-A.

-2-

3. To engage in any and all which corporations may be

lawful

activities for

organized under the General

incidental to the

Corporation Law of Delaware purposes Pxcept as

foegoing

restricted herein.

In order to accomplish

the

foregoing charitable and or purposes, this

educational purposes, and ' For no other purpose corporation shall also have the power (a) sue and be sued;
(1) make contracts; to:

(C) receive property by devise or bequest, subject

to the laws regulating the transfer of property by will, and nth.rwisn acquire and hold all property, real

or

personal,

including shares of stock, bonds and securities of other

corporations;
(d) act as trustee under any

trust whose objects

are related to the principal objects of the corporation, and to receive, hold, administer and expend funds and property subject to such trust; (e) convey, exchange,

lease, mortgage,

encumber,

transfer upon trust real, or personal.; (f)

or otherwise dispose of

all property,

borrow

money, contract debts and issue bonds,

notes, and debentures, and secure the payment of any performance of its obligations and

(g) do all other acts necessary or

administration oE the affairs and attainment this corporation; provided, however,

expedient for the

of the purposes of

that this corporation

shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation. FOURTH: The corporation shall have no authority to

issue capital stock, FIFTH: No part of the

net income of the corporation

be distributable to its directors,

shall inure to the

benefit of or

officers, or

other private persons, except that tho corporation

shall he authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the

purposes and

objects set forth in

Article THIRD hereof. No substantial part of the activities of

the

corporation shall he the carrying on of propaganda or other-

wise attempting to influence legislation, and the corporation shall not

parUcipate in

or intervene in

any political campign

on behalf

of any candidate for public -office.

Lim..:

-4Notwithstanding any other provisions set forth in these Articles of Incorporation, at any time during which it is deemed a private foundation, the corporation shall distribute its income for each taxable year at s.ich time and in such

manner as not to become subject to the tax on undistributed

income imposed by Section 4942 of the Internal Revenue Code of 1986 the corporation-shall not engage in any act if selfdealing as defined in Section 4941(d) of the Internal Revenue Codt of 1986; the corporation shall not own any excess business holdings that would subject

it

to tax under Section 4943 of the

internal

Revenue Code of 1981; the

corporaticn shall not make

any investments

in

such manner as to subject: t.m corporation to

the tax imposed by Section 4944 of the Internal Revenue Code of 996; anti the corporation shall not make any taxanle expenditures as defined in Section 4945(d) of the Internal Revemle Code of 19R. Any reference in this Certificate to the Internal Revenue Code of 1986 shall he deemed to include corresponding provisions of any subsequent federal tax laws. SIXTH: a) The business, property, and affairs of the

corporation shall be

controlled by Its

Board of Trusteesi the

manner of their election or appointment, other than the initial Hoard of Trustees provided for herein, shall he as provided in the Bylaws.

h.

{b) Subject to

the direction and approval of

the Board of

Trustees, the business, property, and affairs of the corporation shall be managed and supervised by a Board of Directors; their

manner of election or
Bylaws.

appointment shall be as provided in the

(c) Elections of
written

trustees and directors need not he by

ballot.

The Board of Trustees shall have the power to

adopt, amend, or repeal byla ys. In furtherance and not in limitation of the powers conferred by statute, the is expressly authorized to

corporation

carry on its

business and to hold

annual or special meettncs of its Board of Trustees or Directors either within or out of a,iy of the, states, territories or possessions of the United States, or the District of Columbia.
{d) No trustee or director

of

the corporation shall be

liahle.to the corporation for monetary damages for any breach of his fiduciary duty

as a

trustee or director;

provided,

that

this paragraph shall not elnminatc' any liability of

a trustee

or director (i) for any breach of the trustee's or director's

0

duty of loyalty to the

corporation: (ii) for acts or omissions

not in good faith or that invoi.e intentional misconduct or a knowing violation of the law; (ii!) under section 174 of the

General Corporation Laws of Delaware, for un?aw payments of ul dividends or for any
unlawful stock purchases or redemptions; or (iv)

transaction from which the trustee or director derived

an improper personal benefit.

WA

-6SEVENTH: The private property of the incorporator, trustees, directors, and

officers shall

not be subject to

the payment of

corporate debts to any extent whatever. EIGHTH: Notwithstanding any other

provision of these

Articles, the corporation shall not conductor carry on any

activities not

permitted to he conducted or carried on by an

organization exempt from tax under Section 501(c(3) of the Internal Revenue Code

of

19R, or by an organization contri-

hut ions to which are to he deductible under Sect-ion 170(c)(2) of such Code.

NINTH:
winding up o

Upon the dissolution of the its affairs, the

corporation or tht

assets of the corporation shall

be distributed exclusively for charitable or educational purposes or to organizations which are then exempt from federal tax under

Section 501(c)(3) of which contributions of such Code.

TINTN:

the Internal Revenue Code of 1956 and to

are then deductible -under Section 70(c)(2)

The address, including the st-eet and number of

its initial registered office is 229 south State Street, flove, Delaware 19901, County of Kent, and tha name of its initial registered agent is The Prentice-Hall Corporation

System, Inc.

.J..

- 7'. -

St.EVF.NTH:

The corporation reserves the right to amend,

change or

repeal any provision contained in these Articles of

Incorporation or to merge or consolidate this corporation with any "ether

nonprofit

corporation in the mannncr now or hereafter

I.
k.

prescribed

by statute, provided, however, that any such action

shall be calculated exclusively to carry out the objects and purposes for which the corporation is formed, and all rights

herein conferred' or granted shall

TW ELFTH: The

he subject to this reservation.

number of

trustees constituting the initial

Board of Trustees is one (fl, hut the number of trustees may he increased or decreased in the

iiannr

set

forth in Ehe bylaws,

provided that the number shall not he less than one. The name and street address of the person who is to serve as the initial trustee is
NA ME.

ADDRESS
Dye

Alan P.

1747 Pennsylvania Avenue, suite 1000 Washington, D.C. 20006 The name and street

N.H.

THIRTEENTH: Is:

addre

of the

incorporator

ADDRESS Alan P. Dye 1747 Pennsylvania Ave., N.W. Suite 1000 Washington, D.C. 20006

1.

Dated:

It

''7

. :' (Inco'porato :
I.

FROM 1AEGBE & BEN U ON

(TH(J)tI. 203 155/ST.

tt:y'ttJ. 4tS0zU1411 r

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT (A CORPORATION WITHOUT CAPITAL STOCK)

Citizens for a Sound Economy Educational Foundation, a corporation organized and eodsdng under the laws of the Slate of Delaware, hereby certifies as follows:

(1)

for and against follows:

That at said meeting a vote of the members of the governing body was taken the aniendxnent to the Certificate of 1ncoTpoaUcrn, aaid Amendment being as

Article FIRST of the Certificate of Incorporation of this corporation Is deleted ifl its entirety and the following inserted in lieu thcreof. FIRST: Thc name of the corporation is: Americans for Prosperity Foundation. That said amendmt was duly adopted in acordancc with the provisions of (2) Section 242 of th General Corporation Law of the State of Delaware. .yU.: B.O . id.Citizens for a Sound Economy Educational Foundatlon ha caused this ccrbcato to be sigoed by W ayne Gable, an authorized ofilcex', 2003. A.. -20

AzedOffier Name: Wayne Gable, Vico Chairman.

Mt:t00010.0j

Division of Corporat.jons Delivered 05:02 PH 1112012003

FILED 05:02 PM 1112012003 SRV 030749276 - 2132765 FILS

Soaretazy of State

State of Delaware

BYLAWS OF CITIZENS FOR A SOUND ECONOMY EDUCATIONAL FOUNDATION

: ARTICLE I OFFICES The principal office of the Corporation shall be in the District of Columbia. The Corporation may have such other offices either within or without the State of Delaware as the Board of Trustees or Directors may determine from time to time. ARTICLE II BOARD. OF TRUSTEES 1. General Authority. There shall be a Board of Trustees of the Corporation, which shall generally control the business, property, and affairs of the Corporation. The Board of Trustees shall be vested with the powers possessed by the Corporation itself, including the powers to determine the policies of the Corporation and prosecute its purposes, to appoint and remunerate agents and employees, to disburse the funds of the Corporation, and to adopt such rules and regulations for the conduct of its business, responsibility, and authority as shall be deemed advisable, insofar as such delegation of authority is not inconsistent with or repugnant to the Certificate of Incorporation or Bylaws of the Corporation (in their present form or as they may be amended), or to any applicable law.

-22. Membership. The Board of Trustees of the Corporation

shall be composed of at least one individual, commencing with the initial Trustee named in the Certificate of Incorporation of the Corporation. The initial Trustee shall appoint four trustees (other than himself), at which time his power to act shall terminate, and the Board of Trustees shall thereafter be composed of at least three individuals. Vacancies, as they occur on the Board of Trustees by resignation, removal, death, incapacity, or the like of one or more of the members thereof, shall be filled by act of a majoritykof the remaining trustees. 3. Term of Office. Each member-of the Board of Trustees

of the Corporation (other than the initial Trustee) shall serve for a term of three years. They Trustees shall establish a procedure so that one-third of the membership of the Board of Trustees is elected each year. 4. \

Resignation. Any Trustee may resign at any time by

giving written notice to the President. Such resignation shall take effect at the time specified therein; or if no time is specified, at the time of acceptance thereof as determined by the President or Board of Trustees.

-3-. 5. Removal. Any trustee may be removed from such office by a two-thirds vote of the trustees at any regular or special meeting of the Board of Trustees at which a quorum is present, for (1) violation of these Bylaws or (2) engaging in any other condut prejudicial to the best interests of the Corporation. 6 Regular Meetings. A regular meeting of the Board of Trustees of the Corporation shall be held each year, at such time, day, and place as shall be designated by the Board of Trustees, for the purpose of transacting such business as may come before the meeting. The Board of Trustees may, by resolution, provide for the holding of additional regular meetings. 7. Special Meetings. Special meetings of the Board of

Trustees may be called at the direction of the President or by a majority of the voting trustees then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting. 8. Notice. Notice of the time, day, and place of any

meeting of . the Board of Trustees shall be given at least ten days previous thereto by notice sent by mail, telegram, or talephone to each trustee at his or her address as shown by the records of the Corporation. If mailed, such notice shall be

deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Any trustee
may waive notice of any meeting. The attendance of a trustee

at any meeting shall constitute a waiver of notice of such meeting, except where a trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 9. Quorum. A majority of the trustees shall constitute a

quorum for the transaction of business at any meeting of the Board of Trustees, except if less than such number of trustees is present at such meeting, a majority of the trustees present may adjourn the meeting from time to time without further notice. 10. Manner of Acting. Each trustee shall have one vote.

The act of a majority of trustees at a meeting of the Board of Trustees shall be the act of the Board of Trustees. Trustees may attend a meeting by telephone or similar equipment by means

-- 5of which all persons participating in the meeting can hear each

other. In the absence of a quorum, any action taken shall be recommendatory only, but may be ratified by a majority vote of the Board of Trustees at a subsequent meeting at which a quorum is present. 11. Informal action. Any action required by law to be

taken at a meeting of the Board of Trustees, or that may be taken at a meeting of the Board of Trustees, may be taken without a meeting if a consent in writing, setting for the action so taken, is signed by all of the Trustees. 12. Compensation. Trustees shall not receive any compen-

sation for their services as members of the Board of Trustees, but the Board of Trustees may authorize payment by the Corporation of the expenses of trustees for attendance at regular or special meetings of the Board. However, nothing herein contained shall preclude a Trustee from serving the Corporation in any other capacity and receiving reasonable compensation therefor. A RTICLE III BOARD. OF ..DIRECTORS 1. General Authority. Subject to the direction and approval of the. Board of Trustees, the property, affairs, and business of the Corporation shall be managed by its Board of Directors. The Board of Directors may by general resolution delegate to officers of the Corporation and to committees such powers as provided for in these Bylaws.

-62. Membership. The number of Directors shall be no less

than three, and may be increased, as shall be decided by the directors from time to time. Vacancies among the Directors, whether caused by resignation, death, removal, or expiration of a term, may be filled by a majority vote of the Board of Trustees. 3. Terms. The Directors shall serve terms of three years

or until their successors are elected and qualified. Directors may succeed themselves in office. The Board of Trustees shall establish a procedure so that one-third of the membership of the Board of Directors is elected eacIi year. 4. Resignation. Any Director may resign at any time by

giving written notice to the President. Such resignation shalL take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or Board of Trustees. 5. Removal. The vote of a majority of the number of

the Trustees established by these bylaws shall be required to remove a Director from office prior to the expiration of the term for which that Director has been elected. Such removal may only be on account of (1) violation of these bylaws, or (2) engaging - in any other conduct prejudicial to the best interests of the Corporation.

-76. Meetings. (a) The Board of Directors shall provide by

resolution the time and place, whether within or without the State of Delaware, for the holding of at least one regular meeting of the Board each year. (b) Special meetings of the Board of Directors may be called by the President, or by a majority of the voting Directors then in office, who may fix any place, whether within or without the State of Delaware, as the place for holding any special meeting. 7. Notice. Notice of any meetirg of the Board of Directors

shall be given at least ten days previous thereto by written notice delivered personally or sent by mail, telegram, or telephone to each Director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the

transaction of any business because the meeting is not lawfully of called or convened. The business to be transacted at, or the purpose of, any special meeting of the Board of Directors shall be specified in the notice or waiver of notice of such meeting. 8. QuoruiIi. The presence in person of a majority of the

Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board but if less than a majority of the Directors are present in person at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 9. manner o Actin2. Each Director shall have one vote

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Directors may attend a meeting by telephonic or similar equipment by means of which all persons participating in the meeting can hear each other. In the absence of a quorum, any action taken shall berecommendatory only, but may be ratified by a majority vote of the Board of Directors at a subsequent meeting at which a quorum is present.

10.

Informa1 ' Action, Any action required by these bylaws

to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors.
11. Compensation. Directors shall not receive any stated

salaries for their services as such, but by resolution of the Board of Directors a fixed sum and expenses of attendance may be allowed for attendance at each regular or special meeting of the Board. However, nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.
ARTICLE IV

OFFICERS. 1. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with other provisions of this Article. The Board of Directors may appoint such other officers or agents, including a Chairman of the Board, an Executive Director, one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, as it shall deem desirable, and such officers shall have

- 10 the authority and perform the duties prescribed from time to time by the Board of Trustees orDirectors. Any two or more offices may be held concurrently by the same person, except the offices of President and Secretary. 2. Election. The officers of the Corporation shall be

elected annually by the Board of Directors at the annual meeting of the Board. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his

successor

shall have been duly elected and

shall have qualified. 3. Removal. Any officer elected by the Board of Directors

may be removed by a majority vote of the

Trustees or

Directors

whenever the officer has engaged in conduct prejudicial to the best interests of the Corporation, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. 4. Vacancy. A vacancy in any office because of death,

resignation, removal, disqualification or otherwise, may be filled by the Board of Directors.

11 -

5. President. The President shall be the principal executive officer of the Corporation and shall exercise general

supervision over

the affairs of the

Corporation,

its officers,

and personnel consistent with policies established by the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or *agent of the Corporation; and

in

general

shall perform all duties incident to the office of President .and such other duties as may be prescribed by the Board of Directors. The President may authorize and approve expenditures and take such other steps he or she shall deem necessary to advance the purposes of the Corporation, provided, suchsteps do not exceed the scope of authority determined by the Board. 6. Vice President. The Vice President shall perform such

duties as may be assigned by the President or the Board of

Directors.
7. Treasurer. The Treasurer shall be the principal

financial officer of the Corporation and shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and

- 12 payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and in general perform all the duties incidentto the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Trustees. The Treasurer shall be responsible for the administration and oversight of the Corporations financial records, initiation of an annual audit, compliance with statutory reporting requirements, tax returns, and tax payments. 84 Secretary. The Secretary shall keep the minutes of the meetings of the Boards of Trustees and Directors and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Boards; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each Trustee and Director which shall be furnished to the Secretary by such Trustee or Director; and in

-13general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Trustees or Directors. 9. AssistantVice Prests,Treasurers, ...app . $ecretarjs.

Each Assistant Vice President, Assistant Treasurer and

Assistant

Secretary, in general, shall perform such duties as shall be assigned to him by the Vice President, the Treasurer, or the Secretary, respectively; or by the President or the Board of Directors. 10. Bond. Each officer of the Corporation shall be

furnished a fidelity bond in such sum as the Board of Trustees may prescribe. ARTICLE V. COMMITTEES 1. . Authority. (a) The Board of Directors may designate and appoint one or more committees of its members, each of which shall consist of two or more persons, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of merit

Directors

in the manage-

of the

Corporation; provided, however, that no such committee

shall have the authority of the Board of Trustees in reference to amending, altering or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any Trustee,

- 14 Director, or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of an such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees or any individual Trustee of any responsibility imposed upon it or him by law. (b) Other committees not having and exercising the authority of the Board of Trustees or Directors in the management of the Corporation may be designated and appointed by by the President. Membership on such committees need not be limited to Trustees or Directors, provided that only Trustees or Directors may vote. (c) The Board of Directors shall elect annually two or more of its members who shall constitute the Executive Committee.

Executive The Executive Committee may, subject to the provisions of paragraph (a), exercise the powers of the Board of Directors when the Board is not in session, reporting to the Board at its succeeding meeting any action taken. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. Meetings may be called by the chairman or by any two members. 2. Term. Each member of a committee shall continue as

such until the next annual meeting of the Directors of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Any member of a committee may

be removed for any or no cause by a majority vote of the Trustees or Directors.

3. Chairman.. One member of each committee shall be

appointed chairman by the person or persons authorized to appoint the members thereof. 4. Vacancies. Vacancies in the membership of any committee

may be filled by appointments made in the same manner as provided in the case of the original appointments.

- 16 5. Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Trustees or Directors. ARTICLE :.. CONTRACTS, CHECKS, DEPOSITS AND FUNDS 1. Contracj , . The Board of Directors may authorize any

officer or officers, agent, or agents of the Corporation in addition to tie officers so authorized by these Bylaws, 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. 2. h1. All checks, drafts, or orders for the payment

of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent, or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.

- 17 3. Deposits. All funds of the Corporation shall be

deposited from time to time to the credit of the Corporation in

such banks, trust companies, or other depositories as the Board

of Directorsmay select. 4. Funds. . The Board of Directors may accept on behalf

of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE VII BOOKS. AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of .the proceedings of its Boards of Trustees and Directors, and committees. ARTICLE VIII FISCAL YEAR The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December. ARTICLE IX. SEAL The Board of Trustees shall provide a corporate seal which shall be in a form selected by a resolution of the Board of Trustees.
0

-. 18 ARTICLE X INDEMNIFICATION 1. Third party litigation. The Corporation shall be

authorized to indemnify any present or former trustee, director, or officer of the Corporation, or other such persons so designated in the discretion of the Board of Directors, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, provided that he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation. 2. Fiduciary claims. The Corporation shall be authorized

to indemnify any present or former trustee, director, or officer, or other such persons so designated in the discretion of the Board of Trustees, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, against expenses (including attorneys fees) actually and reasonably incurred by him in connection with the defense or settlement of such action, suit, or proceeding.

- 19 3, ticin. The indemnification otherwise authorized

by sections 1 and 2 of this Article shall be authorized only if the Board of Trustees, acting by a quorum consisting of disinterested Trustees, or it they are unable to act, the corporation's independent legal counsel, determines that he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the Board of Trustees makes such a determination, it may rely on the advice of independent legal counsel as to all questions of law. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding the foregoing provisions, no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite

- 20 the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. 4. Advances. Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this section.. Such expenses incurred by other employees and agents maybe so paid upon such terms and conditions, if any, as the Boatd of Trustees deems appropriate. ARTICLE XI PROCEDURE The rules contained in the most recent edition of Robert's Rules of Order shall provide the rules of procedure for the Corporation where they are not inconsistent with the provisions of the Certificate of Incorporation or these Bylaws.

ii

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ARTICLE XII AMENDMENTS TO BYLAWS These Bylaws may be altered, amended, or repealed and new

Bylaws may be adopted only by a majority vote of the Trustees at any regular or special meeting, if at least fourteen (14) days' written notice, including the text of the proposed changes, is given of the intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting. Any amendmen.t adopted shall be effective immediately upon adoption unless another date is specified in the resolution adopting the amendment.

Americans for Prosperity Foundation

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 GNh, INC. d/b/a/ BND AND AMERICANS FOR PROSPERITY FOUNDATION This Agreement to Provide Fundraising Counsel Services ('Agreement') is dated and effective -as of February j, 2010, by and between G, Inc., d/b/a/ BMD, a Virginia corporation with principal offices located at 901 North Washington Street, Suite 300, Alexandria VA 22314 ('BND') and americans for Prosperity Foundation (9'oundation 1 ), a nonp rofit corporation having its principal office at 2111 Wilson Blvd., Suite 350, Arlington VA 22201, RECITALS A. BIVID is a direct response fundrai-sing consulting firm and wishes to provide fundraising consulting services to Americans for Prosperity Foundation. B. The Foundation's mission is to educate citizens about economic .policy and mobilize those citizens as advocates in the piublic policy process that champions the principles of entrepreneurship and fiscal and regulatory restraint. The funds raised pursuart 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.

Commencement of Services. Notwithstanding anything to the. 2. contrary herein, if any State regulatory agencies require submission and/or approval of this Agreement, BMD shall not coiynnence to provide Services for fundraising activities in such State until all applicable regulatory requirements of such State have been satisfied.

I-...

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

4.

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 the Foundation without cost, penalty or liability at any time during the first ten (10) days after the Foundation signs this Agreement by giving written 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 the Foundation, BMD will receive a $3,000 package fee or fees of $08 per piece, whichever amount is 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 the Foundation is to be paid by the Foundation no less than ten (10) days in advance of the scheduled mailing date. The Foundations shall reimburse BMD for all d) Expenses. other reasonable and necessary out-of-pocket expenses directly attributable to the performance of the Services under this Agreement. These will be billed at BMD's actual cost for reimbursement to the Foundation. 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 the Foundation at cost and BI1D will use its best efforts to plan travel in advance such that the lowest cost, pre-purchased, nonrefundable tickets can be purchased. In the event that the Foundation cancels a meeting, the Foundation will cover the cost of tickets. In addition, in the event that short-term planning requires BMD to be present at the Foundation, the Foundation 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 the Foundation. e) Invoices; Interest. BMD will deliver periodic invoices to the Foundation for amounts owing to BMD under this Agreement, and the Foundation 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. The Foundation will at all times maintain and control all contributions received from fundraising activities covered by this Agreement. The Foundation will

deposit contributions promptly and at no time will BND exercise, handle or have custody or control over contributions received from the Foundations fundraising activities.

Fundraising Counsel Service Limitations; Approval, Volume 6. 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 shall 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 Client) any compensated person to solicit, receive or control funds, assets or property for charitable purposes. (b) The Foundation will, at all times, maintain control over the schedule, volume and content of the direct mail solicitations and programs handled by BrYID under this Agreement. All mailings produced by END on behalf of the Foundation will be submitted to the Foundation 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 the Foundation(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 the Foundation. BMD agrees to institute reasonable security measures in order to detect unauthorized use
or abuse of Client Lists when BIVID's services are utilized.

8.

Use and Ownershi p of Work Product.

(a) Work Product. Subject to the remainder of this Section, all Work Product (as defined below) END produces for the Foundation in connection with this Agreement shall, to the extent that BMD has proprietary rights therein, be the exclusive property of the Foundation; and END hereby assigns and transfers

to the Foundation all copyright, trademark and other intellectual property rights in all Work Product to the extent that BMD 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, BI'4D 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. The Foundation shall ensure that all copy or content that is supplied to BMD by the Foundation or that is incorporated within any Work Product at the Foundation'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 the Foundation, 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 the Foundation each agree to comply with all local, state and federal laws, including those regarding the solicitation of charitable contributions that 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) The Foundation's Obligations. The Foundation acknowledges that certain State governmental regulatory authorities require BMD to provide information in the possession of the Foundation and/or require Client's signature on their forms and/or reports. The Foundation agrees to promptly furnish

In

such information and signatures to BMD. The Foundation 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) The Foundation Representations. The Foundation 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 the Foundation 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 the Foundation's control 11. over contributions received from fundraising activities covered by this Agreement and the content of its solicitations, the Foundation 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: (1) fundraising, advocacy or marketing activities, mailings and/or solicitations conducted or engaged in by the Foundation, (ii) any libel, slander or other claims arising from such activities, mailings and/or solicitations or any publication by the Foundation, (iii) any breach of this Agreement by the Foundation, and/or (iv) BMD'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 agrees not to disclose any Confidential Information to any third party without the prior written consent of the Foundation. For purposes of this Section, "Confidential Information" shall mean all
14

confidential or proprietary information relating to the Foundation and provided by it to BMD under the terms of this Agreement. Notwithstanding the foregoing, "Confidential Information" shall not include information: (i) in the public domain (other than as a result of a breach of this Section), (ii) in BMD T s possession prior to its receipt from the Foundation pursuant to this Agreement, (iii) independently developed by BMD or known through a party other than the Foundation, 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.

13.

Warranties. BMD makes no express or implied warranties or

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 BMD 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.

15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

16. Notices. Any notice required under this Agreement must be 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 tunford, President GNA, Inc. d/b/a BND 901 North Washington Street Suite 300 Alexandria VA 22314 John Flynn, General Counsel, Americans for Prosperity Foundation 2111 Wilson Blvd. Suite 350 Arlington VA 22201

17. Waiver of Officers, Directors Liability. Neither party 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.

18. Agents. To the extent reasonably necessary to enable BMD 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, Bt4D shall be permitted to 'disclose confidential information regarding the Foundation 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. 20. Severability. Any provision of this Agreement which is 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 enforceable; if such provision 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 unenforceable such provision in any other jurisdiction. Whole Agreerttent. This Agreement, including any addendum 21. or other documents referred to herein, constitutes. the entire understanding and agreement of the parties with respect to its. subject matter; and any and all prior agreements, understandings, representations, warranties, undertakings or promises with respect to the subject 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 agreemenxt signed by both parties. IN WITNESS WHEREOF the parties have subscribed this agreement on the date indicated below. GMA,
Inc. d/bfa/ BND Americans. for ProsperityFoi

By Name. _____________ Title: prc.r4 Dated: c(a-ft

By: N arc Tit Dat By: Name: Title.: Dated:

I 4it

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