Iefile GRAPHIC print - DO NOT PROCESS IAs Filed Data - Form990 Department of the Treasury Internal Revenue Seniice A For the Check if applicable Address change Name change Initial return Terminated Amended benefit trust or private foundation) 2012 calendar year, or tax year beginning 01-01-2012 Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung OMB No 1545-0047 2012 fy Open to PUblic organiza ion may ave 0 use a copy repor ing reqUIremen 5 Inspection 2012, and ending 12-31-2012 Name of organization Americans for Prosperity Foundation D0ing Busmess As 52-1527294 Employer identification number Number and street (or 0 box if mail is not delivered to street address) 2111 Wilson Boulevard No 350 Room/swte City or town, state or country, and ZIP 4 Arlington, VA 22201 retu Application pending Name and address of prinCIpal officer Tim Phillips 2111 Wilson Boulevard No 350 Arlington,VA 22201 I Tax?exem pt status l7 501(c)(3) l? 501(c)( )1 (insert no) 4947(a)(1) or 527 Website:lr org Telephone number (703)224-3200 Gross receipts 24,639,587 H(a) Is this a group return for affiliates? H(b) Are all affiliates included? _ Yes No If"No," attach a list (see instructions) H(c) Group exemption number Ir Form of organization '7 Corporation Trust Assooation Other Summary I Year of formation 1987 State of legal domICIIe DE 1 Briefly describe the organization's mi55ion or most Significant actIVIties Educate US persons to increase awareness about a free economy a 2 Check this box h1? ifthe organization discontinued its operations or disposed of more than 25% ofits net assets 5'5 3,5 3 Number ofvoting members ofthe governing body (Part VI, line 1a) 3 5 4 Number ofindependent voting members of the governing body (Part VI, line 1b) 4 4 5 Total numberofindiwduals employedincalendaryear2012 (PartV, ine 2a) 5 420 6 Total number ofvolunteers (estimate if necessary) 6 500 7aTota unrelated busmess revenue from Part column (C), line 12 7a 0 Net unrelated busmess taxable income from Form 990-T, line 34 7b 0 Prior Year Current Year 8 Contributions and grants 1h) 24,846,639 22,234,000 9 Program serVIce revenue (Part 29) 281,675 272,071 10 Investmentincome (Part 3,4,and 7d 45,704 6,199 11 5,6d,8c,9c,10c,and11e) 2,696 1,516,792 12 Total revenue?add lines 8 through 11 (must equal Part column (A), line 12) 25,176,714 24,029,062 13 Grants and Similar amounts paid (PartIX,co umn 1?3) 51,406 114,038 14 Benefits paid to orfor members (Part IX, column (A), line 4) 0 0 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 5,218,136 7,011,528 16a Profe55iona fundrai5ing fees (PartIX,co umn 11e) 14,583 31,750 Total fundraismg expenses (Part column (D), line 25) F1r509r625 17 7,448,788 19,429,737 18 Totalexpenses Add lines 12,732,913 26,587,053 19 Revenue less expenses Subtract line 18 from line 12 12,443,801 -2,557,991 3 Beginning of Current End of Year Year 33 20 Totalassets (PartX, ine 16) 14,129,009 11,822,279 5E 21 941,292 1,192,553 3IE 22 Net assets orfund balances Subtract line 21 from line 20 13,187,717 10,629,726 Signature Block Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge I 2013?11?15 Sign Sig nature of officer Date Here Tim Phillips Pre5ident Type or print name and title Print/Type preparer's name Preparer?s Signature Date Check PTIN se f_employed P00747006 al Finn's name Capin Crouse LLP Finn's EIN F- 36?3990892 Preparer Use Only Firm's address 972 Emerson Parkway STE A Greenwood, IN 46143 Phone no (317) 885?2620 May the IRS discuss this return With the preparer shown above? (see instructions) For Paperwork Reduction Act Notice, see the separate instructions. Cat No 11282Y I7Yes Forn1990(2012) Form 990 (2012) Page 2 Statement of Program Service Accomplishments . . . . . . . . . . . . . . 1 Briefly describe the organization?s missmn Educate US persons to increase awareness ofthe operation and value ofa free economy 2 Did the organization undertake any Significant program serVIces during the year which were not listed on the prior Form 990 or990-EZ? I_Yes If?Yes,? describe these new serVIces on Schedule 0 3 Did the organization cease conducting, or make Significant changes in how it conducts, any program serVIces'? Yes I7 No If?Yes,? describe these changes on Schedule 0 4 Describe the organization?s program serVIce accomplishments for each of its three largest program serVIces, as measured by expenses Section 501(c)(3)and 501(c)(4) organizations are reqUIred to report the amount ofgrants and allocations to others, the total expenses, and revenue, ifany, for each program serVIce reported 4a (Code (Expenses 16,612,908 including grants of 50,058 (Revenue 272,071 National office educate US persons to increase awareness of the federal government's impact on the operation and value of a free economy 4b (Code (Expenses 5,604,222 including grants of 63,980 (Revenue State chapters and affiliates educate US persons to increase awareness of state government impact on the operation and value of a free economy State chapters are located in more than 35 states 44; (Code (Expenses including grants of (Revenue 4d Other program serVIces (Describe in Schedule 0 (Expenses including grants of$ (Revenue 4e Total program service expenseslr 22,217,130 Form 990 (2012) Form 990 (201220a Page 3 Part IV Checklist of Required Schedules Yes No Is the organization described In section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If ?Yes,? Yes complete Schedule A 1 Is the organization reqUIred to complete Schedule 3, Schedule of Contributors (see instructions)? 2 Yes Did the organization engage in direct or indirect political campaign actIVIties on behalf ofor in opp05ition to No candidates for public office? If ?Yes,?complete Schedule C, Part I 3 Section 501(c)(3) organizations. Did the organization engage in lobbying actIVIties, or have a section 501(h) Yes election in effect during the tax year? If ?Yes,?complete Schedule C, Part II 4 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 98-197 If ?Yes,?complete Schedule C, we 5 N0 Part . Did the organization maintain any donor adVIsed funds or any Similarfunds or accounts for which donors have the right to prowde adVIce on the distribution or investment ofamounts in such funds or accounts? If ?Yes,?complete Schedule D, Part IE 6 0 Did the organization receive or hold a conservation easement, including easements to preserve open space, the enVIronment, historic land areas, or historic structures? If ?Yes,?complete Schedule D, Part II 7 0 Did the organization maintain collections ofworks ofart, historical treasures, or other Similar assets? If ?Yes,? complete Schedule D, Part 8 0 Did the organization report an amount in Part X, line 21 for escrow or custodial account liability, serve as a custodian for amounts not listed in Part X, or prowde credit counseling, debt management, credit repair, or debt negotiation serVIces? If ?Yes,?complete Schedule D, Part I 9 0 Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, 10 No permanent endowments, or quaSI-endowments? If ?Yes,? complete Schedule D, Part Ifthe organization?s answerto any ofthe followmg questions is "Yes," then complete Schedule D, Parts VI, VII, IX, or as applicable Did the organization report an amount for land, bUIldings, and eqUIpment in Part X, line 10'? If ?Yes,? complete Schedule D, Part VI . 11a es 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 11b 0 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 11C 0 Did the organization report an amount for other assets in Part X, line 15 that is 5% or more ofits total assets reported in Part X, line 16? If ?Yes,?complete Schedule D, PartI . . . . . . . 11d 0 Did the organization report an amount for other liabilities in Part X, line 25? If ?Yes,?complete Schedule D, PartXE me Yes Did the organization's separate or consolidated finanCIal statements for the tax year include a footnote that 11f Yes addresses the organization's liability for uncertain tax p05itions under FIN 48 (ASC 740)? If ?Yes,?complete Schedule D, Part Did the organization obtain separate, independent audited finanCIal statements for the tax year? If ?Yes,? complete Schedule D, Parts XI and XII 123 N0 Was the organization included in consolidated, independent audited finanCIal statements for the tax year? If 12b Yes ?Yes,? and If the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII lS optional Is the organization a school described in section If ?Yes,?complete ScheduleE 13 No Did the organization maintain an office, employees, or agents outSIde ofthe United States? 14a No Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraismg, busmess, investment, and program serVIce actIVIties outSIde the United States, or aggregate foreign investments valued at $100,000 or more? If ?Yes,?complete Schedule F, Parts I and IV . 14b N0 Did the organization report on Part IX, column (A), line 3, more than $5,000 ofgrants or a55istance to any organization or entity located outSIde the nited States? If ?Yes,? complete ScheduleF, Parts II and IV 15 0 Did the organization report on Part IX, column (A), line 3, more than $5,000 ofaggregate grants or aSSIstance to indIVIduals located outSIde the United States? If ?Yes,?complete ScheduleF, Parts and IV . 16 0 Did the organization report a total of more than $15,000 ofexpenses for professmnal fundraismg serVIces on Part 17 Yes IX, column (A), lines 6 and 11e? If ?Yes,? complete Schedule G, Part I (see Instructions) Did the organization report more than $15,000 total offundraismg event gross income and contributions on Part lines 1c and 8a? If ?Yes,?complete Schedule G, Part II 13 0 Did the organization report more than $15,000 ofgross income from gaming actIVIties on Part line 9a? If 19 No ?Yes, complete Schedule G, Part Did the organization operate one or more hospital faCIlities? If ?Yes,?complete ScheduleH 20a No If?Yes? to line 20a, did the organization attach a copy of its audited finanCIal statements to this return? 20b Form 990 (2012) Form 990 (2012Part II IV Part I Page 4 Part IV Checklist of Required Schedules (continued) Did the organization report more than $5,000 ofgrants and other aSSIstance to any government or organization in 21 Yes the United States on Part IX, column (A), line 1? If ?Yes,?complete Schedule I, Parts I and II Did the organization report more than $5,000 ofgrants and other a55istance to indIVIduals in the United States 22 on Part IX, column (A), line 2? If ?Yes,?complete Schedule I, Parts I and 0 Did the organization answer ?Yes? to Part VII, Section A, line 3, 4, or 5 about compensation ofthe organization?s current and former officers, directors, trustees, key employees, and highest compensated employees? If ?Yes,? 23 es complete Schedule] . Did the organization have a tax-exempt bond issue With an outstanding prinCIpal amount of more than $100,000 as ofthe last day ofthe year, 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 0 Did the organization invest any proceeds oftax-exempt bonds beyond a temporary period exception? 24b Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? 24C Did the organization act as an ?on behalf of? issuerfor bonds outstanding at any time during the year? 24d Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction With a disqualified person during the year? If ?Yes,? complete Schedule L, Part I 253 N0 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 ofthe organization?s prior Forms 990 or If 25b NO ?Yes, complete Schedule L, Part I Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as ofthe end ofthe organization?s tax year? If ?Yes,?complete Schedule L, 25 No Did the organization prowde a grant or other a55istance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family 27 No member of any ofthese persons? If ?Yes,? complete Schedule L, Part Was the organization a party to a busmess transaction With one of the fol 0Wing parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions) A current or former officer, director, trustee, or key employee? If ?Yes,?complete Schedule L, Part 28a No A family member ofa current or former officer, director, trustee, or key employee? If ?Yes,? complete Schedule L, Part I . 28'? es 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 . 23C 0 Did the organization receive more than $25,000 in non-cash contributions? If ?Yes,?complete ScheduleM 29 Yes Did the organization receive contributions of art, historical treasures, or other Similar assets, or qualified conservation contributions? If ?Yes,?complete ScheduleM 30 0 Did the organization liqUIdate, terminate, or dissolve and cease operations? If ?Yes,?complete Schedule N, NO 31 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If ?Yes,? complete Schedule N, Part II 32 0 Did the organization own 100% ofan entity disregarded as separate from the organization under Regulations sections 301 7701-2 and 301 7701-3? If ?Yes,?complete Schedule R, PartI 33 0 Was the organization related to any tax-exempt or taxable entity? If ?Yes,?complete Schedule R, Part II, or IV, and Part V, line 1 34 es Did the organization have a controlled entity Within the meaning ofsection 512(b)(13)? 35a NO If?Yes?to line 35a, did the organization receive any payment from or engage in any transaction With a controlled 35b entity Within the meaning of section 5 12(b)(13)? If ?Yes,? complete Schedule R, Part V, line2 Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If ?Yes,? complete Schedule R, Part V, line 2 35 es 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 0 Did the organization complete Schedule 0 and prowde explanations in Schedule 0 for Part VI, lines 11b and 19? Note. All Form 990 filers are reqUIred to complete Schedule 0 33 es Form 990 (2012) Form 990(2012) Page5 Statements Regarding Other IRS Filings and Tax Compliance . . . . . . . . . . . . . . Yes No 1a Enter the number reported In Box 3 of Form 1096 Enter-0- if not applicable . . 1a 193 Enter the number of Forms W-ZG included In line 1a Enter-O- if not applicable 1b 0 Did the organization comply With backup Withholding rules for reportable payments to vendors and reportable gaming (gambling)WInnings to prize WinnersEnter the number ofemployees reported on Form W-3, Transmittal ofWage and Tax Statements, filed for the calendar year ending With or Within the year covered 28 420 Ifat least one is reported on line 2a, did the organization file all reqUIred federal employment tax returns? 2b Note. Ifthe sum oflines 1a and 2a is greater than 250, you may be reqUIred to e-file (see instructions) es 3a Did the organization have unrelated busmess gross income of$1,000 or more during the year? . . . 3a No If?Yes,? has it filed a Form 990-T forthis year? If ?No,?prowde an explanation in Schedule 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 otherfinanCIal 43 No If?Yes,? enter the name ofthe foreign country Ir See instructions for filing reqUIrements for Form TD 90-22 1, Report of Foreign Bank and FinanCIal Accounts 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? . . 5a No Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? 5b No If?Yes,? to line 5a or 5b, did the organization file Form 5c 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the Ga No organization any contributions that were not tax deductible as charitable contributions? If?Yes,? did the organization include With every SOIICItation an express statement that such contributions or gifts 6b 7 Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of$75 made partly as a contribution and partly for goods and 7a No serVIces prowded to the payor? If?Yes,? did the organization notify the donor ofthe value ofthe goods or serVIces prowdedDid the organization sell, exchange, or otherWise dispose oftangible personal property for which it was reqUIred to NO If?Yes,?indicate the number of Forms 8282 filed during the year . . . . I 7d I Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit N0 Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? . . 7f No Ifthe organization received a contribution ofqualified intellectual property, did the organization file Form 8899 as Ifthe organization received a contribution ofcars, boats, airplanes, or other vehicles, did the organization file a 7h 8 Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor adVIsed fund maintained by a sponsoring organization, have excess busmess holdings at any time during the yearSponsoring organizations maintaining donor advised funds. a Did the organization make any taxable distributions under section 4966Did the organization make a distribution to a donor, donor adVIsor, or related personSection 501(c)(7) organizations. Enter Initiation fees and capital contributions included on Part line 12 . . . 10a Gross receipts,included on Form 12,for public use ofclub 10b faCIlities 11 Section 501(c)(12) organizations. Enter a Gross income from members or shareholders . . . . . . . . . 11a Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them11b 12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041? 12a If?Yes,? enter the amount of tax-exempt interest received or accrued during the 12b 13 Section 501(c)(29) 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 13a 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 13?" Enterthe amount of reserves on hand . . . . . . . . . . . . 13c 14a Did the organization receive any payments for indoortanning serVIces during the tax year"Yes," has it filed a Form 720 to report these payments? If an explanation in Schedule 0 . . 14b Form 990 (2012) Form 990 (2012) Page 6 Governance, Management, and Disclosure For each ?Yes? response to lines 2 through 7b below, and for a ?No? response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule 0. See instructions. Check IfSchedule contaIns a response to any questIon In thIs Part VI Section A. Governing Body and Management Yes No 1a Enter the number ofvotIng members ofthe governIng body at the end ofthe tax 1a 5 year Ifthere are materIal dIfferences In votIng rIghts among members ofthe governIng body, or Ifthe governIng body delegated broad authorIty to an executIve commIttee or commIttee, explaIn In Schedule 0 Enter the number ofvotIng members Included In Me 1a, above, who are Independent 1b 4 2 any of?cer, dIrector, trustee, or key employee have a famIIy relatIonshIp or a busmess relatIonshIp WIth any other of?cer, dIrector, trustee, or key employee? 2 Yes 3 the organIzatIon delegate control over management dutIes customarIIy performed by or under the dIrect 3 No superVISIon of of?cers, dIrectors or trustees, or key employees to a management company or other person? 4 the organIzatIon make any SIgnIfIcant changes to Its governIng documents smce the prIor Form 990 was ?led? No 5 the organIzatIon become aware durIng the year ofa SIgnIfIcant dIverSIon of the organIzatIon's assets? . 5 No the organIzatIon have members or stockholders? No 7a the organIzatIon have members, stockholders, or other persons who had the power to elect or app0Int one or more members ofthe governIng body? 7a No Are any governance deCISIons ofthe organIzatIon reserved to (or subject to approval by) members, stockholders, 7b No or persons other than the governIng body? 8 the organIzatIon contemporaneously document the meetIngs held or ertten actIons undertaken durIng the year by the followmg a The governIng body? 8a Yes Each commIttee WIth authorIty to act on behalfof the governIng body? 8b Yes 9 Is there any of?cer, dIrector, trustee, or key employee Isted In Part VII, SectIon A, who cannot be reached at the organIzatIon?s address? If the names and addresses In Schedule Section B. Policies (This Section requests information about policies not required by the Internal Revenue Code.) Yes No 10a the organIzatIon have local chapters, branches, or 10a Yes If?Yes,? dId the organIzatIon have ertten po ICIes and procedures governIng the actIVItIes ofsuch chapters, and branches to ensure theIr operatIons are conSIstent WIth the organIzatIon's exempt purposes? 10" Yes 11a Has the organIzatIon prOVIded a complete copy ofthIs Form 990 to all members ofIts governIng body before fIlIng the form? 11a Yes In Schedule 0 the process, Ifany, used by the organIzatIon to reVIew thIs Form 990 12a the organIzatIon have a ertten coanIct of Interest pollcy? If ?No,?go to line 13 12a Yes Were offIcers, dIrectors, or trustees, and key employees reqUIred to dIsclose annually Interests that could gIve rIse to coanIcts? 12b Yes the organIzatIon regularly and conSIstently monItor and enforce compIIance WIth the pollcy? If ?Yes/describe in Schedule 0 how this was done 12C Yes 13 the organIzatIon have a ertten pollcy? 13 Yes 14 the organIzatIon have a ertten document retentIon and destructIon pollcy? 14 Yes 15 the process for determInIng compensatlon ofthe followmg persons Include a reVIew and approval by Independent persons, data, and contemporaneous substantIatIon of the deIIberatIon and deCISIon'? a The organIzatIon?s CEO, ExecutIve DIrector, or top management offICIal 15a Yes Other of?cers or key employees of the organIzatIon 15b Yes If?Yes" to Me 15a or 15b, the process In Schedule 0 (see InstructIons) 16a the organIzatIon Invest In, contrIbute assets to, or partICIpate In a Jomt venture or arrangement WIth a taxable entIty durIng the year? 16a No If?Yes,? dId the organIzatIon follow a ertten pollcy or procedure reqUIrIng the organIzatIon to evaluate Its partICIpatIon In venture arrangements under appIIcable federal tax law, and take steps to safeguard the organIzatIon?s exempt status WIth respect to such arrangements? 16b Section C. Disclosure 17 18 19 20 LIst the States WIth a copy ofthIs Form 990 Is reqUIred to be fIledIrAL SectIon 6104 reqUIres an organIzatIon to make Its Form 1023 (or 1024 IfappIIcable), 990, and 990-T (501(c) (3)s only) avaIIable for pubIIc InspectIon IndIcate how you made these avaIIable Check all that apply Own webSIte Another's webSIte I7 Upon request Other (explaIn In Schedule 0) In Schedule 0 whether (and Ifso, how), the organIzatIon made Its governIng documents, coanIct of Interest pollcy, and fInanCIal statements avaIIable to the pubIIc durIng the tax year State the name, phySIcal address, and telephone number ofthe person who possesses the books and records of the organIzatIon FLuke HIIgemann 2111 WIlson Boulevard No 350 ArIIngton, VA (703) 224-3200 Form 990 (2012) Form 990(2012) Page7 Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors Check IfSchedule 0 contains a response to any question In this Part VII . . . . . . . . . . . . . . Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete table for all persons requrred to be listed Report compensation for the calendar year ending With or Within the organization?s tax year I List all ofthe organization?s current officers, directors, trustees (whether IndIVIduals or organizations), regardless ofamount ofcompensation Enter-O- in columns (D), (E), and (F) if no compensation was paid I List all ofthe organization?s current key employees, ifany See instructions for definition of "key employee I List the organization?s five current highest compensated employees (other than an officer, director, trustee or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations I List all ofthe organization?s former officers, key employees, or highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations I List all ofthe organization?s former directors or trustees that received, in the capaCIty as a former director or trustee ofthe organization, more than $10,000 of reportable compensation from the organization and any related organizations List persons In the followrng order indIVIduaI trustees or directors, institutional trustees, officers, key employees, highest compensated employees, and former such persons Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee (A) (B) (C) (D) (E) (F) Name and Title Average P05itlon (do not check Reportable Reportable Estimated hours per more than one box, unless compensation compensation amount of week (list person is both an officer from the from related other any hours and a director/trustee) organization organizations compensation for related C, 3 3 I I _n (W- 2/1099- (W- 2/1099- from the organizations a; 3.1: MISC) MISC) organization below a; 1,31% and related dotted line) i: 3 'r organizations a 2 15'? ri(1) Koch 2 00 0 0 0 Chairman (2) Art Pope Part Year 2 00 0 0 0 Vice Chairman 2 00 (3) Dr Richard Fink 2 00 0 0 0 Director (4) Debra Gail Humphreys 2 00 0 0 0 Director (5) Cy Nobles 2 00 0 0 0 Director (6) Dr Walter Williams 2 00 0 0 0 Director (7) Tim Phillips 17 00 113,576 220,471 15,082 Pre5ident 33 00 (8) Tracy Henke 27 00 131,746 112,228 12,380 Executive Vice PreSIdent and C00 23 00 (9) Steve Corder 27 00 87,079 77,221 9,891 Vice PreSIdent/Treasurer/CFO 23 00 (10) Alan Cobb 41 00 175,731 38,575 11,490 Vice PreSIdent State Operations 9 00 (11) John 23 00 93,690 109,984 11,172 Vice PreSIdent, Secretary, General Counsel 27 00 (12) JP Degance 23 00 97,488 114,443 11,419 Vice PreSIdent External Affairs 27 00 (13) Philip Kerpen 15 00 16,347 36,385 2,953 VP, Policy 35 00 (14) Steven Lonegan 41 00 147,863 32,458 10,471 State Director 9 00 (15) Teresa Oelke 29 00 76,314 55,262 3,947 State Director 21 00 (16) Derrick Sontag 22 00 54,873 69,838 8,802 State Director 28 00 (17) Christopher Fink 31 00 75,488 48,263 3,713 Sr Officer, External Affairs 19 00 Form 990 (2012) Form 990 (2012) Page 8 Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (A) (B) (C) (D) (E) (F) Name and Title Average P05ition (do not check Reportable Reportable Estimated hours per more than one box, unless compensation compensation amount of other week (list person is both an officer from the from related compensation any hours and a director/trustee) organization organizations from the for related .3, 3 3 I I _n (W- 2/1099- (W- 2/1099- organization organizations a E. MISC) MISC) and related below .13. EE 3 organizations ll 3 II-I dotted line) i: :i -r 1 HE 15'? ri(18) Matthew Seaholm 19 00 46,213 75,399 8,709 Director, Field Program 31 00 1b Sub-Total Total from continuation sheets to Part VII, Section A Total (add lines 1b and 1c) 1,116,408 990,527 110,029 2 Total number of indIVIduals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationhr4 Yes No 3 Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If ?Yes,? complete Schedulleorsuch indiwdual . . . . . . . . . . . . . 3 No 4 For any indIVIduaI listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If ?Yes,?complete Schedulleorsuch indiwdual . . . . . . . . . . . 4 Yes 5 Did any person listed on line 1a receive or accrue compensation from any unrelated organization or indIVIdual for serVIces rendered to the organization? If ?Yes,?complete Schedulleorsuch person . . . . . . . . 5 No Section B. Independent Contractors 1 Complete this table for yourfive highest compensated independent contractors that received more than $100,000 of compensation from the organization Report compensation for the calendar year ending With or Within the organization?s tax year (A) (B) (C) Name and busmess address Description of serwces Compensation Mentzer Media SeNices Inc 600 Faiimount Ave 306 Towson MD 21286 Advertismg/Media 5,287,870 Direct Response LLC 2340 Bearsley Rd 100 Phoenix AZ 85024 Printing/Distribution/Phones 4,753,053 Adtegrity corn Inc 38 Commerce Ave SW 200 Grand Rapids MI49503 Online Media 450,000 Target Enterprises LLC 15260 Ventura 1240 Sherman Oaks CA 91403 Advertismg/Media 440,101 Marketing 338,182 Traypml PO Box 1360 Glen Burnie MD 21061 2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 ofcompensation from the organization II-16 Form 990 (2012) Form 990 (2012) Page 9 Statement of Revenue Check ifSchedule 0 contains a response to any question In this Part . . . . . . (A) (B) (C) (D) Total revenue Related or Unrelated Revenue exempt busmess excluded from function revenue tax under revenue sections 512, 513, or 514 1a Federated campaigns . . 1a 3 Membership dues . . . . 1b til Fundraismg events . . . . 1c Related organizations . . . 1d Government grants (contributions) 1e 17: All other contributions, gifts, grants, and 1f 22,234,000 *5 Similar amounts not included above 3 1* i i oncas contri ions in ines g. 1a_1f 809,623 '5 '3 Total. Add lines 1a-1f 22,234,000 Ir Busmess Code 2a Registration Fees 900099 268,349 268,349 Reimbursement from AFP 900099 3,722 3,722 qa p? a All other program serVIce revenue Total. Add lines 2a?2f II- 272,071 3 Investment income (including leldendS, interest, 6 199 6 199 and other Similar amounts) Income from investment of tax?exempt bond proceeds F- 5 Royalties Real (ii) Personal 6a Gross rents Less rental expenses Rental income or(loss) Net rental income or (loss) Securities (ii) Other 7a Gross amount from sales of 610,525 assets other than inventory Less cost or other ba5is and 610,525 sales expenses Gain or (loss) 0 Net gain 0r(loss) .p 0 Ba Gross income from fundraismg events (not including 3 5 3, ofcontributions reported on line 1c) See PartIV,line 18 II a 5 Less direct expenses . . . Net income or (loss) from fundraismg events . . 9a Gross income from gaming actIVIties See Part IV, line 19 a Less direct expenses . . . Net income or (loss) from gaming actIVIties . . .p 103 Gross sales ofinventory, less returns and allowances a Less cost ofgoods sold . . Net income or (loss) from sales ofinventory . . Miscellaneous Revenue Busmess Code 11-3 Reimbursement from Aff 900099 1r516r792 1,516,792 All other revenue Total.Addlines 11a?11d II- 1,516,792 12 Total revenue. See Instructions 24,029,062 272,071 0 1,522,991 Form 990 (2012) Form 990(2012) Page 10 Statement of Functional Expenses Section 501(c)(3)and 501(c)(4) organizations must complete all columns All other organizations must complete column (A) Check IfSChedule 0 contains a response to any question in this Part IX . . . . Do not include amounts reported on lines 6b, (A) Progragiemce Manag?gzent and Fun?gsmg 7b' 8b' 9b' and Of Part TOtal expenses expenses general expenses expenses 1 Grants and other aSSIstance to governments and organizations In the United States See Part IV, line 21 114,038 114,038 2 Grants and other aSSIstance to IndIVIdualS in the UnIted States See Part IV, line 22 3 Grants and other aSSIstance to governments, organizations, and IndIVIduals outSIde the United States See Part IV, lines 15 and 16 Benefits paid to or for members 5 Compensation of current officers, directors, trustees, and key employees 753,442 293,399 260,366 199,677 6 Compensation not Included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described In section 4958(c)(3)(B) 77,752 77,752 7 Other salaries and wages 4,947,065 3,920,514 541,648 484,903 8 PenSIon plan accruals and contributions (Include section 401(k) and 403 employer contributions) 341,107 248,759 47,345 45,003 9 Other employee benefits 401,308 251,315 101,341 48,652 10 Payroll taxes 490,854 315,839 100,568 74,447 11 Fees for serVIces (non-employees) a Management Legal 29,785 23,639 5,992 154 Accounting 27,280 3,000 24,280 Lobbying Professmnal fundraismg serVIces See Part IV, line 17 31,750 31,750 Investment management fees 9 Other (IfIIne amount exceeds 10% ofllne 25, column (A) amount, list line 119 expenses on Schedule 0) 1,149,258 783,641 336,686 28,931 12 and promotion 12,437,158 12,437,158 13 Office expenses 1,745,247 1,274,379 331,605 139,263 14 Information technology 579,958 263,626 274,951 41,381 15 Royalties 16 upa nc 1,104,554 356,432 710,553 37,569 17 Travel 1,565,099 1,382,740 30,167 152,192 18 Payments of travel or entertainment expenses for any federal, state, or local public offICIals 19 Conferences, conventions, and meetings 613,946 485,473 15,059 113,414 20 Interest 29,166 6,136 15,972 7,058 21 Payments to affiliates 22 DepreCIatIon, depletion, and amortization 65,401 12,552 32,672 20,177 23 Insurance 24 Other expenses Itemize expenses not covered above (LIst miscellaneous expenses In line 24e IfIIne 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule 0) a Membership 30,554 24,299 5,007 1,248 All other expenses 52,331 20,191 26,086 6,054 25 Total functional expenses. Add lines 1 through 24e 26,587,053 22,217,130 2,860,298 1,509,625 26 Joint costs. Complete this line only Ifthe organization reported in column (B)10Int costs from a combined educational campaign and fundraismg soIICItatIon Check here Ir Iffollowmg SOP 98-2 (ASC 958-720) Form 990 (2012) Form 990 (2012) Balance Sheet Page 11 Check ifSchedule 0 contains a response to any question In this Part . . (A) (B) Beginning ofyear End ofyear 1 Cash?non-interest-bearing 10,953,198 1 8,791,542 2 Savmgs and temporary cash investments 1,500,829 2 1,005,631 3 Pledges and grants receivable, net 263.409 3 4 Accounts receivable, net 24,776 4 130,662 5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees Complete Part II of Schedule 5 6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations ofsection 501(c)(9) voluntary employees' benefICIary organizations (see instructions) Complete Part II ofSchedule 6 7 Notes and loans receivable, net 578,259 7 744,275 In: 8 Inventories for sale or use 8 Prepaid expenses and deferred charges 159,876 9 229,029 10a Land, bUIldings, and eqUIpment cost or other ba5is Complete Part VI of Schedule 103 872074 Less accumulated depreCIation 10b 325,296 291,552 10c 546,778 11 Investments?publicly traded securities 11 12 Investments?other securities See Part IV, line 11 12 13 Investments?program-related See Part IV, line 11 13 14 Intangible assets 14 15 Other assets See Part IV, line 11 357,110 15 374,362 16 Total assets. Add lines 1 through 15 (must equal line 34) 14,129,009 16 11,822,279 17 Accounts payable and accrued expenses 908,226 17 1,192,097 18 Grants payable 18 19 Deferred revenue 19 20 Tax-exempt bond liabilities 20 21 Escrow or custodial account liability Complete Part IV ofSchedule 21 :2 22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons Complete Part II ofSchedule 22 23 Secured mortgages and notes payable to unrelated third parties 23 24 Unsecured notes and loans payable to unrelated third parties 24 25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24) Complete Part ofSchedule 33.06525 456 26 Total liabilities. Add lines 17 through 25 941.292 26 1.192.553 If, Organizations that follow SFAS 117 (ASC 958), check here Ir 7 and complete 3 lines 27 through 29, and lines 33 and 34. 27 Unrestricted net assets 11,760,019 27 9.814.639 28 Temporarily restricted net assets 1,427,698 23 815,087 29 Permanently restricted net assets 29 If Organizations that do not follow SFAS 117 (ASC 958), check here Ir and complete lines 30 through 34. Ln 30 Capital stock or trust prinCIpal, or current funds 30 Iii-1,, 31 Paid-in or capitalsurplus,or and, building orequipment fund 31 32 Retained earnings, endowment, accumulated income, or otherfunds 32 ii; 33 Total net assets or fund balances 13,187,717 33 10,629,726 2 34 Total liabilities and net assets/fund balances 14,129,009 34 11,822,279 Form 990 (2012) Form 990(2012) Page 12 Reconcilliation of Net Assets Check IfSchedule contaIns a response to any question In thIs Part XI . 1 Total revenue (must equal Part column (A), Me 12) 1 24,029,062 2 Total expenses (must equal Part IX, column (A), Me 25) 2 26,587,053 3 Revenue less expenses Subtract Me 2 from Me 1 3 -2,557,991 4 Net assets orfund balances at begInnIng ofyear (must equal Part X, Me 33, column 4 13,187,717 5 Net unrealized gaIns (losses) on Investments 5 6 Donated serVIces and use of 6 7 Investment expenses 7 8 WIN perIod adjustments 8 9 Other changes In net assets orfund balances (explaIn In Schedule 0) 9 0 10 Net assets orfund balances at end ofyear CombIne lInes 3 through 9 (must equal Part X, Me 33, column 10 10,629,726 Financial Statements and Reporting Check IfSchedule contaIns a response to any questIon In thIs Part XII . Yes No 1 AccountIng method used to prepare the Form 990 Cash I7 Accrual ther Ifthe organIzatIon changed Its method ofaccountIng from a prIor year or checked "Other," explaIn In Schedule 0 2a Were the organIzatIon?s fInanCIal statements compIIed or reVIewed by an Independent accountant? 2a No If?Yes,?check a box below to IndIcate whether the fInanCIal statements for the year were compIIed or reVIewed on a separate consolldated or both Separate Consolldated Both consolldated and separate Were the organlzatIon?s fInanCIal statements audIted by an Independent accountant? 2b Yes If?Yes,?check a box below to IndIcate whether the fInanCIal statements for the year were audIted on a separate baSIs, consolldated baSIs, or both Separate I7 Consolldated Both consolldated and separate If?Yes,? to Me 2a or 2b, does the organIzatIon have a commIttee that assumes for overSIght of the audIt, reVIew, or compIIatIon ofIts fInanCIal statements and selectIon ofan Independent accountant? 2C Yes Ifthe organIzatIon changed eIther Its overSIght process or selectIon process durIng the tax year, explaIn In Schedule 0 3a As a result ofa federal award, was the organIzatIon requIred to undergo an audIt or audIts as set forth In the SIngle AudItAct and OMB CIrcularA-133? 33 N0 If?Yes,? dId the organIzatIon undergo the reqUIred audIt or audIts? Ifthe organIzatIon dId not undergo the reqUIred 3b audIt or audIts, explaIn why In Schedule 0 and descrIbe any steps taken to undergo such audIts Form 990 (2012) Iefile GRAPHIC print - DO NOT PROCESS IAs Filed Data - SCHEDULE A (Form 990 or 990EZ) Department of the Treasury Internal Revenue Servrce OMB No 1545-0047 Open to Public Attach to Form 990 or Form 990-EZ. See separate instruct ions. InspeCt'on Public Charity Status and Public Support Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust. Name of the organization Amerrcans for Prosperrty Foundatron Employer identification number 52-1527294 Reason for Public Charity Status (All organrzatrons must complete part.) See The organrzatron rs not a prrvate foundatron because It rs (For Irnes 1 through 11, check only one boxchurch, conventron ofchurches, or assocratron ofchurches In section A school In section (Attach Schedule A hosprtal or a cooperatrve hosprtal servrce organrzatron In section A medrcal research organrzatron operated rn conjunctron a hosprtal In section Enter the hosprtal's name, crty, and state An organrzatron operated for the bene?t ofa college or owned or operated by a governmental unrt In section (Complete Part II A federal, state, or local government or governmental unrt In section An organrzatron that normally recerves a substantral part of support from a governmental unrt orfrom the general publrc In section (Complete Part II A communrty trust In section 170(b)(1)(A)(vi) (Complete Part II An organrzatron that normally recerves (1) more than 331/30/0 of support from fees, and gross recerpts from related to exempt functrons?subject to certarn exceptrons, and (2) no more than 331/30/0 of support from gross Investment Income and unrelated busrness taxable Income (less sectron 511 tax) from busrnesses acqurred by the organrzatron afterJune 30, 1975 See section 509(a)(2). (Complete Part An organrzatron organrzed and operated exclusrvely to test for publrc safety See section 509(a)(4). An organrzatron organrzed and operated exclusrvely for the bene?t of, to perform the functrons of, or to carry out the purposes of one or more supported organrzatrons rn sectron 509(a)(1) or sectron 509(a)(2) See section 509(a)(3). Check the box that the type organrzatron and complete Irnes 1 1e through 1 1h a _Type I I_Type II _Type - Functronally Integrated I_Type - Non-functronally Integrated By box, I that the organrzatron rs not controlled drrectly or by one or more drsqualrfred persons other than foundatron managers and otherthan one or more supported organrzatrons rn sectron 509(a)(1)or sectron 509(a)(2) Ifthe organrzatron recerved a determrnatron from the IRS that It rs a Type I, Type II, orType organrzatron, check box Srnce August 17, 2006, has the organrzatron accepted any grit or from any of the followrng persons? A person who drrectly or controls, erther alone or together persons In (H) Yes No and below, the body ofthe supported organrzatron? 11g(i) (ii) A famrly member ofa person In (I) above? 119(ii) A 35% controlled ofa person In (I) or (II) above? Provrde the followrng rnformatron about the supported organrzatron(s) Na me of supported organization (ii) EIN Type of organrzatron on (iv) Is the organrzatron rn col lrsted rn you notrfy the organrzatron rn col ofyour (vi) Is the organrzatron rn col organrzed (vii) A mount of monetary support Irnes 1- 9 above your support? In the sectron document? (see . t. ms ruc IonsTotal For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ. Cat No 11285F ScheduleA(Form Schedule A (Form 990 or 990-EZ) 2012 Page 2 Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part If the organization fails to qualify under the tests listed below, please complete Part Section A. Public Support Calendar year (or fiscal year beginning 1 6 in)F Gifts, grants, contributions, and membership fees received (Do not include any "unusual grants Tax revenues levred forthe organization's benefit and either paid to or expended on its behalf The value ofserVIceS orfaCIlitieS furnished by a governmental unit to the organization Without charge Total.Add lines 1 through 3 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% ofthe amount shown on line 1 1, column Public support. Subtract line 5 from line 4 2008 (b)2009 (c)2010 (d)2011 (e)2012 (f)Total 7,500,059 10,375,217 16,922,075 24,846,639 22,234,000 81,877,990 7, 500,059 10,375,217 16,922,075 24,846,639 22,234,000 81,877,990 23,755,210 58,122,780 Section B. Total Support Calendar year (or fiscal year 7 8 10 11 12 13 beginning in) Amounts from line 4 Gross income from interest, leldendS, payments received on securities loans, rents, royalties and income from Similar sources Net income from unrelated busmess actIVItieS, whether or not the buSIneSS is regularly carried on Other income Do not include gain or loss from the sale of capital assets (Explain in Part IV Total support (Add lines 7 through 10) (a)2008 (b)2009 (c)2010 (d)2011 (e)2012 Total 7,500,059 10,375,217 16,922,075 24,846,639 22,234,000 81,877,990 247,919 236,580 69,499 45,704 6, 199 605,901 73,712 1,617 2,696 78,996 82,562,887 Gross receipts from related actIVIties, etc (see instructions) 12 1,137,143 First five years. Ifthe Form 990 IS for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here .irl? Section C. Computation of Public Support Percentage 14 15 16a 17a 18 Public support percentage for 2012 (line 6, column lelded by line 11, column Public support percentage for 201 1 Schedule A, Part II, line 1/3?/o support test?2012.Ifthe organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization 33 1/3?/o support test?2011.Ifthe 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 organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and ifthe organization meets the "facts-and-CIrcumstanceS" test, check this box and stop here. Explain H7 in Part IV how the organization meets the "facts-and-Circumstances" test The organization qualifies as a publicly supported organization organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 IS 10% or more, and ifthe 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 Private foundation. Ifthe organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions iri? Schedule A (Form 990 or 990-EZ) 2012 Schedule A (Form 990 or 990-EZ) 2012 Page 3 Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.) Section A. Public Support Calendar year (or fiscal year beginning 1 7a 8 (a)2008 (b)2009 (c)2010 (d)2011 (e)2012 (f)Total in) Gifts, grants, contributions, and membership fees received (Do not include any "unusual grants Gross receipts from merchandise sold or serVIces performed, orfaCIlities furnished in any actIVIty that is related to the organization's tax-exempt purpose Gross receipts from actIVIties that are not an unrelated trade or busmess under section 513 Tax revenues leVIed forthe organization's benefit and either paid to or expended on its behalf The value ofserVIces or faCIlities furnished by a governmental unit to the organization Without charge Total.Add lines 1 through 5 Amounts included on lines 1, 2, and 3 received from disqualified persons Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of$5,000 or 1% ofthe amount on line 13 for the year Add lines 7a and 7b Public support (Subtract line 7c from line 6 Section B. Total Support Calendar year (or fiscal year beginning 9 10a 11 12 13 14 (a)2008 (b)2009 (c)2010 (d)2011 (e)2012 (f)Total in) Amounts from line 6 Gross income from interest, diVidends, payments received on securities loans, rents, royalties and income from Similar sources Unrelated busmess taxable income (less section 511 taxes) from busmesses achIred after June 30, 1975 Add lines 10a and 10b Net income from unrelated busmess actIVIties not included in line 10b, whether or not the busmess is regularly carried on Other income Do not include gain or loss from the sale of capital assets (Explain in Part IV) Total support. (Add lines 9, 10c, 11, and 12) First five years. Ifthe Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here Section C. Computation of Public Support Percentage 15 Public support percentage for 2012 (line 8, column lelded by line 13, column 15 16 Public support percentage from 2011 Schedule 15 15 Section D. Computation of Investment Income Percentage 17 Investment income percentage for 2012 (line 10c, column lelded by line 13, column 17 18 Investment income percentage from 2011 Schedule A, Part line 17 13 19a 33 1/3?/o support tests?2012.Ifthe organization did not check the box on line 14, and line 15 is more than 33 and line 17 is not more than 33 13%, check this box and stop here. The organization qualifies as a publicly supported organization 33 1/3?/o support tests?2011.Ifthe 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 13%, check this box and stop here.The organization qualifies as a publicly supported organization 20 Private foundation. Ifthe organization did not check a box on line 14, 19a, or 19b, check this box and see instructions Schedule A (Form 990 or 990-EZ) 2012 Schedule A (Form 990 or 990-EZ) 2012 Page 4 Part IV Supplemental Information. Complete part to provnde the explanations requnred by Part II, line 10; Part II, line 17a or 17b; and Part line 12. Also complete this part for any additional Information. (See Instructions). Facts And Circumstances Test Explanation Schedule A (Form 990 or 990-EZ) 2012 lefile GRAPHIC print - DO NOT PROCESS IAs Filed Data - DLN: 934933190413o3 SCHEDULE Political Campaign and Lobbying Activities 0MB N0 1545-0047 (Form 990 or 990-EZ) For Organizations Exempt From Income Tax Under section 501(c) and section 527 1 2 Department Ofthe Treasury Ir Complete if the organization is described below. Ir Attach to Form 990 or Form 990-EZ. lmemal Revenue Semce II- See separate instructions. Ins - ection If the organization answered ?Yes? to Form 990, Part IV, Line 3, or Form 99042, Part V, line 46 (Political Campaign Activities), then II- Section 501(c)(3) organizations Complete Parts I-A and Do not complete Part I-C Section 501(c) (other than section 501(c)(3)) organizations Complete Parts I-A and below Do not complete Part I-B Section 527 organizations Complete Part I-A only If the organization answered ?Yes? to Form 990, Part IV, Line 4, or Form 99042, Part VI, line 47 (Lobbying Activities), then Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part II-A Do not complete Part II- Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)) Complete Part Do not complete Part II-A If the organization answered ?Yes? to Form 990, Part IV, Line 5 (Proxy Tax) or Form 99042, Part V, line 350 (Proxy Tax), then Section 501(c)(4), (5), or (6) organizations Complete Part ame of the organization Employer identification number Americans for Prosperity Foundation 52-1527294 Complete if the organization is exempt under section 501(c) or is a section 527 organization. 1 Prowde a description of the organization's direct and indirect political campaign actIVIties in Part IV 2 Political expenditures b- 3 Volunteer hours Part I-B Complete if the organization is exempt under section 501(c)(3). 1 Enter the amount ofany eXCIse tax incurred by the organization under section 4955 h- 2 Enter the amount ofany eXCIse tax incurred by organization managers under section 4955 h- 3 Ifthe organization incurred a section 4955 tax, did it file Form 4720 forthis year? Yes No 4a Was a correction made? Yes No If"Yes," describe in Part IV Part I-C Complete if the organization is exempt under section 501(c), except section 501(c)(3). 1 Enter the amount directly expended by the filing organization for section 527 exempt function actIVIties Ir 2 Enter the amount ofthe filing organization's funds contributed to other organizations for section 527 exempt function actIVIties Ir 3 Total exempt function expenditures Add lines 1 and 2 Enter here and on Form 1120-PO L, line 17b Did the filing organization file Form 1120-POL for this year? Yes No 5 Enter the names, addresses and employer identification number (EIN)ofa section 527 political organizations to which the filing organization made payments For each organization listed, enter the amount paid from the filing organization's funds Also enter the amount of political contributions received that were and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC) Ifadditional space is needed, prowde information in Part IV Name (b)AddreSS (C) EIN (d)Amount paid from (e)Am?unt 0f pont'cal orgamzatlon-s contributions received funds Ifnone, enter -0- and and directly delivered to a separate political organization Ifnone, enter-0- For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ. Cat NO 500345 Schedule (Form 990 0.- 990-52) 2012 Schedule (Form 990 or 990-EZ) 2012 Page 2 Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)). A Check h- ifthe filing organization belongs to an affiliated group (and list In Part IV each affiliated group member's name, address, EIN, expenses, and share ofexcess lobbying expenditures) Check h- ifthe filing organization checked box A and "limited control" apply Limits on Lobbying Expenditures or?aaglgl?rogm (The term "expenditures" means amounts paid or incurred.) totals totals 1a Total lobbying expenditures to influence public opinion (grass roots lobbying) 0 Total lobbying expenditures to influence a legislative body (direct lobbying) 0 Total lobbying expenditures (add lines 1a and 1b) 0 Other exempt purpose expenditures 0 Total exempt purpose expenditures (add lines 1c and 1d) 0 Lobbying nontaxable amount Enter the amount from the followmg table in both 0 columns If the amount on line 1e, column or is: The lobbying nontaxable amount is: Not over $500,000 20% of the amount on line 1e Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000 Over $1,000,000 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 Grassroots nontaxable amount (enter 25% ofline 1f) 0 Subtract line lg from line 1a Ifzero or less, enter-0- i Subtract line 1ffrom line 1c Ifzero or less, enter-0- Ifthere is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax forthis year? rYes FNO 4-Year Averaging Period Under Section 50 1(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 lines 2a through 2f on page 4.) Lobbying Expenditures During 4-Year Averaging Period Calendar year (or fiscal year In) 2009 2010 2011 2012 Total 2a Lobbying nontaxable amount Lobbying ceiling amount (150% ofline 2a, column(e)) Total lobbying expenditures 0 0 0 Grassroots nontaxable amount Grassroots ceiling amount (150% ofline 2d, column Grassroots lobbying expenditures Schedule (Form 990 or 990-EZ) 2012 ScheduleC (Form 990 or990-EZ)2012 Page3 Part II-B Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)). a For each ?Yes response to lines 1a through Ii below, prowde in Part I l/ a detailed description of the lobbying actiwty. Yes No Amount 1 During the year, did the filing organization attempt to influence foreign, national, state or local sin-honours 2a Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of Volunteers? Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? Media advertisements? Mailings to members, legislators, orthe public? Publications, or published or broadcast statements? Grants to other organizations for lobbying purposes? Direct contact With legislators, their staffs, government offICIals, or a legislative body? Rallies, demonstrations, seminars, conventions, speeches, lectures, or any Similar means? Other actIVIties? Total Add lines 1c through 1i Did the actIVIties in line 1 cause the organization to be not described in section 501(c)(3)? If "Yes," enter the amount ofany tax incurred under section 4912 If"Yes," enter the amount ofany tax incurred by organization managers under section 4912 Ifthe filing organization incurred a section 4912 tax, did it file Form 4720 for this year? 501(c)(6). 1 2 3 Part Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section Were substantially all (90% or more) dues received nondeductible by members? Did the organization make only in-house lobbying expenditures of$2,000 or less? Did the organization agree to carry over lobbying and political expenditures from the prior year? Yes No 1 2 3 501(c)(6) and if either BOTH Part lines 1 and 2, are answered ?No? 0R (D) Part line 3, is answered ?Yes.? 5 Dues, assessments and Similar amounts from members Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid). Current year Carryover from last year Total Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues 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 expenditure next year? Taxable amount oflobbying and political expenditures (see instructions) 1 2a 2b 2c Part IV Supplemental Information Complete this part to prowde the descriptions reqUIred for Part l-A, line 1, Part l-B, line 4, Part l-C, line 5, Part II-A (affiliated group list), Part II-A, line 2, and Part ll-B, line 1 Also, complete this part for any additional information Identifier Return Reference Explanation Part IV, Supplemental Information ended 12/31/12 The organization has an election under section 501(h) in effect, but did not have any lobbying expenditures during the tax year Schedule (Form 990 or 990EZ) 2012 Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - SCHEDULE (Form 990) Department of the Treasury Internal Revenue Servrce Name of the organization AmerIcans for ProsperIty FoundatIon OMB No 1545-0047 Open to Public Inspection Employer identification number Supplemental Financial Statements Complete if the organization answered "Yes," to Form 990, Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b hr Attach to Form 990. See separate instruct ions. 52-1527294 Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete If the organIzatIon answered "Yes" to Form 990 Part IVDonor adVIsed funds Funds and other accounts Total number at end of year Aggregate contrIbutIons to (durIng year) Aggregate grants from (durIng year) Aggregate value at end ofyear the organIzatIon Inform all donors and donor adVIsors In ertIng that the assets held In donor adVIsed funds are the organIzatIon's property, subject to the organIzatIon's excluswe legal control? Yes No the organIzatIon Inform all grantees, donors, and donor adVIsors In ertIng that grant funds can be used only for charItable purposes and not for the bene?t ofthe donor or donor adVIsor, or for any other purpose conferrIng ImpermISSIble prIvate bene?t? Yes NO Conservation Easements. Complete If the organlzatIon answered "Yes" to Form 990, Part IV, Ine 7. 1 Purpose(s) ofconservatIon easements held by the organIzatIon (check all that apply) PreservatIon ofland for pubIIc use (e recreatIon or educatIon) PreservatIon ofan hIstorIcally Important land area ProtectIon of natural habItat PreservatIon ofa certIerd hIstorIc structure PreservatIon ofopen space Complete Ines 2a through 2d Ifthe organlzatIon held a conservatIon contrIbutIon In the form ofa conservatIon easement on the last day ofthe tax year Held at the End of the Year Total number ofconservatIon easements 2a Total acreage restrIcted by conservatIon easements 2b Number ofconservatIon easements on a certIerd hIstorIc structure Included In 2c Number ofconservatIon easements Included In achIred after 8/17/06, and not on a hIstorIc structure Isted In the NatIonal RegIster 2d Number ofconservatlon easements modIerd, transferred, released, or termInated by the organIzatIon durIng the tax year Ir Number ofstates where property subject to conservatIon easement Is located II- Does the organIzatIon have a ertten pollcy regardIng the perIodIc monItorIng, InspectIon, handIIng ofVIolatIons, and enforcement ofthe conservatIon easements It holds? Yes NO Staff and volunteer hours devoted to monItorIng, InspectIng, and enforcmg conservatIon easements durIng the year II- Amount ofexpenses Incurred In monItorIng, InspectIng, and enforcmg conservatIon easements durIng the year Does each conservatIon easement reported on Me 2(d) above satIsfy the reqUIrements ofsectIon and sectIon Yes No In Part descrIbe how the organIzatIon reports conservatIon easements In Its revenue and expense statement, and balance sheet, and Include, IfappIIcable, the text of the footnote to the organIzatIon?s fInanCIal statements that descrIbes the organIzatIon?s accountIng for conservatIon easements Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets. 1a Complete If the organIzatIon answered "Yes" to Form 990, Part IV, IIne 8. Ifthe organIzatIon elected, as permItted under SFAS 116 (ASC 958), not to report In Its revenue statement and balance sheet works ofart, hIstorIcal treasures, or other assets held for pubIIc ethbItIon, educatIon, or research In furtherance of pubIIc serVIce, prOVIde, In Part the text ofthe footnote to Its fInanCIal statements that descrIbes these Items Ifthe organIzatIon elected, as permItted under SFAS 116 (ASC 958), to report In Its revenue statement and balance sheet works ofart, hIstorIcal treasures, or other assets held for pubIIc ethbItIon, educatIon, or research In furtherance of pubIIc serVIce, prowde the followmg amounts relatIng to these Items Revenues Included In Form 990, Part Me 1 Ir (ii)Assets IncludedIn Form 990,PartX hr$ Ifthe organIzatIon recered or held works ofart, hIstorIcal treasures, or other assets for fInanCIal gaIn, prOVIde the followmg amounts reqUIred to be reported under SFAS 116 (ASC 958) relatIng to these Items Revenues Included In Form 990, Part Me 1 Ir$ Assets IncludedIn Form 990,PartX For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 52283D Schedule (Form 990) 2012 Schedule (Form 990) 2012 Manizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued) 3 a 4 5 Page 2 Usmg the organization's achISItion, accessmn, and other records, check any ofthe followmg that are a Significant use of Its collection Items (check all that apply) Public exhibition Scholarly research Preservation for future generations Other Loan or exchange programs Prowde a description of the organization's collections and explain how they further the organization?s exempt purpose in Part During the year, did the organization or receive donations ofart, historical treasures or other Similar assets to be sold to raise funds ratherthan to be maintained as part ofthe organization?s collection? Yes NO Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21. 1a Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not included on Form 990,Part X7 I?Yes If "Yes," explain the arrangement in Part and complete the followmg table Amount Beginning balance Additions during the year Distributions during the year Ending balance 2a Did the organization include an amount on Form 990,Part X, ine 21? I?Yes If?Yes,? explain the arrangement in Part Check here ifthe explanation has been prowded in Part Part Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10. (a)Current year (b)Prior year (c)Two years back (d)Three years back (e)Four years back 1a Beginning ofyear balance Contributions Net investment earnings, gains, and losses Grants or scholarships Other expenditures forfaCIlities and programs Administrative expenses 9 End ofyear balance 2 Prowde the estimated percentage ofthe current year end balance (line lg, column held as a Board de5ignated or quaSI-endowment II- Permanent endowment h- Temporarily restricted endowment hr The percentages in lines 2a, 2b, and 2c should equal 100% 3a Are there endowment funds not in the possessmn ofthe organization that are held and administered for the organization by Yes No unrelated organizations 3a(i) (ii) related organizations . . . . . . . . . . . . . . If?Yes" to 3a(ii), are the related organizations listed as reqUIred on Schedule 3b 4 Describe in Part the intended uses ofthe organization's endowment funds Land, Buildings, and Equipment. See Form 990, Part X, line 10. Description of property Cost or other ba5is (investment) (b)Cost or other ba5is (other) Accum lated depreCIation Book value 1a Land Leasehold improvements 382,748 76,431 306,317 (I EqUIpment 201,458 114,009 87,449 Other . . . . . . . . . . . . . . . 287,868 134,856 153,012 Total. Add lines 1a through 1e (Column must equal Form 990, Part X, column (3), line Ir 546,778 Schedule (Form 990) 2012 Schedule (Form 990) 2012 Investments?Other Securities. See Form 990, Part X, line 12. Page 3 Description ofsecurity or category (including name ofsecurity) (b)Book value Method ofvaluation Cost or end-of?year market value (1 )FinanCIal derivatives (2 losely-held eqUIty interests Other Total. (Column must equal Form 990, Part)(, col (B) line 12) Investments?Pro ram Related. See Form 990, Part X, line 13. Description of investment type Book value Method ofvaluation Cost or end-of?year market value Total. (Column must equal Form 990, PartX, col (B) line 13) Other Assets. See Form 990, Part X, line 1 Description 5. Book value Total. (Column must equal Form 990, Part X, col.(B) line 15.) Other Liabilities. See Form 990, Part X, line 25. 1 Description ofliability Book value Federal income taxes Due to affiliate 456 Total. (Column must equal Form 990, PartX, col (B) line 25) p. 456 2. Fin 48 (ASC 740) Footnote In Part prowde the text ofthe footnote to the organization's finanCIal statements that reports the organization's liability for uncertain tax p05itions under FIN 48 (ASC 740) Check here ifthe text ofthe footnote has been prowded in Part '7 Schedule (Form 990) 2012 Schedule (Form 990) 2012 Page 4 Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Total revenue, gems, and other support per audIted fInanCIal statements . . . . . . . 1 2 Amounts Included on lIne 1 but not on Form 990, Part lIne 12 a Net unreaIIzed gaIns on Investments 2a Donated serVIces and use 2b RecoverIes of prIor year grants 2c Other (DescrIbe In Part 2d Add lInes 2a through 2d 2e 3 Subtract lIne 2e from Me 1 3 4 Amounts Included on Form 990, Part lIne 12, but not on Me 1 Investment expenses not Included on Form 990, Part lIne 7b 4a Other (DescrIbe In Part 4b AddlInes4aand 4b 4c 5 Totalrevenue AddlInes 3and 4c. (ThIs must equalForm 990,PartI, Ine 12Reconciliation of Expenses per Audited Financial Statements With Expenses per Return Total expenses and losses per audIted fInanCIal statements 1 2 Amounts Included on lIne 1 but not on Form 990, Part IX, Me 25 a Donated serVIces and use 2a PrIor year adjustments 2b Otherlosses 2c Other (DescrIbe In Part 2d Add lInes 2a through 2d 2e 3 Subtract lIne 2e from Me 1 3 4 Amounts Included on Form 990, Part IXInvestment expenses not Included on Form 990, Part lIne 7b 4a Other (DescrIbe In Part 4b AddlInes4aand 4b 4c 5 Totalexpenses Add lInes 3and 4c. (ThIs must equalForm 990,PartI, Ine 18Supplemental Information Complete thIs part to prOVIde the descrIptIons reqUIred for Part II, lInes 3, 5, and 9, Part lInes 1a and 4, Part IV, lInes 1b and 2b, Part V, Me 4, Part X, Me 2, Part XI, lInes 2d and 4b, and Part XII, lInes 2d and 4b Also complete thIs part to prOVIde any addItIonal InformatIon IdentIerr Return Reference ExplanatIon DescrIptIon ofUncertaIn Tax PosItIons Under FIN 48 Part X, LIne 2 The fInanCIal statement effects ofa tax pOSItIon taken or expected to be taken are recognlzed In the consolldated fInanCIal statements when It Is more lIkely than not, based on the technIcal ments, that the posItIon WIll be sustaIned upon examInatIon Interest and penaltIes, Ifany, are Included In expenses In the consolldated statement ofactIVItIes As of December 31, 2012, the rganIzatIon had no uncertaIn tax pOSItIons that quaIIfy for recognItIon or dIsclosure In the consolldated fInanCIal statements The OrganIzatIon's 2009 through 2012 tax years are open for examInatIon by federal taxmg authorItIes Schedule (Form 990) 2012 Iefile GRAPHIC print - Do NOT PROCESS IAs Filed Data - DLN: 934933190413o3 SCHEDULEG Supplemental Information Regarding OMB 1545'0047 99? ?r 990E) Fundraising or Gaming Activities 2 Complete ifthe organization answered "Yes" to Form 990, Palt IV, lines 17, 18, or 19, or ifthe organization entered more than $15,000 on Form 990-EZ, line 6a. Form filers are not required to complete this part. Depanment Ofme Treasury FAttach to Form 990 or Form 990-EZ. ?See separate instructions. Internal Revenue Service Open to Public Inspection Name of the organization Employer identification number Americans for Prosperity Foundation 52-1527294 Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17. 1 Indicate whether the organization raised funds through any ofthe followmg actIVIties Check all that apply a I7 Mail SOIICItations I7 SOIICItation of non-government grants I7 Internet and email SOIICItations SOIICItation ofgovernment grants I7 Phone SOIICItations SpeCIal fundraismg events I7 In-person SOIICItations 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 professmnal fundraismg serVIces? I7 Yes No 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 Name and address of (ii) ActIVIty Did (iv) Gross receipts Amount paid to (vi) Amount paid to indIVIdual fundraiser have from actIVIty (or retained by) (or retained by) or entity (fundraiser) custody or fundraiser listed in organization control of col contributions? Yes No Grant SOIICItation American Philanthropic aSSItance E460 LancasterPike NO 0 31,750 31,750 Hockessm, DE 19707 Total31,750 -31,750 3 List all states in which the organization IS registered or licensed to funds or has been notified it IS exempt from registration or licensmg AL, AR, CA, co, CT, Dc, FL, GA, HI, IL, KS, KY, ME, MD, MA, MI, MN, Ms, NH, NJ, NM, NY, NC, ND, OH, OK, OR, PA, RI, UT, VA, For Paperwork Reduction Act Notice, see the Instructions for Form 9900r 990-EZ. Cat No 50083H Schedule (Form 990 or 990-EZ) 2012 Schedule (Form 990 or 990-EZ) 2012 Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraismg event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events With gross receipts greater than $5,000. Page 2 Event #1 Event #2 Other events Total events (add col through col (event type) (event type) (total number) 1 Gross receipts 2 Less Contributions a: 3 Gross income (line 1 minus line 2) 4 Cash prizes 5 Noncash prizes to 6 Rent/faCIlity costs EL Ii 7 Food and beverages 8 Entertainment 5? '3 9 Other direct expenses 10 Direct expense summary Add lines 4 through 9 in column It 11 Net income summary Combine line 3, column and line 10 Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form line 6a. CD Bingo Pull tabs/Instant Other gaming Total gaming (add 2 bingo/progresswe bingo col through col a: 1 Gross revenue 2 Cash prizes tn 3 Non-cash prizes 5 4 Rent/faCIlity costs E. 5 Other direct expenses Yes Yes Yes 6 Volunteerlabor No No No 7 Direct expense summary Add lines 2 through 5 in column . It 8 Net gaming income summary Combine lines 1 and 7 in column It 9 Enter the state(s) in which the organization operates gaming actIVIties Is the organization licensed to operate gaming actIVIties in each ofthese states? Yes NO If"No," explain 10a Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? . Yes No If"Yes," explain Schedule (Form 990 or 990-EZ) 2012 ScheduleG (Form 990 or990-EZ)2012 Page 311 Does the organization operate gaming actIVIties With nonmembersthe organization a grantor, benefICIary or trustee ofa trust or a member ofa partnership or other entity formed to administer charitable gamingIndicate the percentage ofgaming actIVIty operated in The organization's faCIlity . . . . . . . . . . . . . . . . . . . . . . 13a An outSIde faCIlity . . . . . . . . . . . . . . . . . . . . . . . . 13b 14 Enter the name and address ofthe person who prepares the organization's gaming/speCIal events books and records Name!" Address 15a Does the organization have a contract With a third party from whom the organization receives gaming revenuerYeero If "Yes," enter the amount ofgaming revenue received by the organization and the amount ofgaming revenue retained by the third party I If"Yes," enter name and address of the third party NameF Address 16 Gaming managerinformation Name!Ir Gaming manager compensationF$ Description ofserVIces prowded Director/officer Employee Independent contractor 17 Mandatory distributions a Is the organization reqUIred under state law to make charitable distributions from the gaming proceeds to retainthestategaminglicense _Yes Enter the amount ofdistributions reqUIred under state law distributed to other exempt organizations or spent in the organization's own exempt actIVIties during the tax yearF Part IV Supplemental Information. Complete this part to prowde the explanations reqUIred by Part I, line 2b, columns and and Part lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to prowde any additional information (see instructions). Identifier Return Reference Explanation Schedule (Form 990 or 990-EZ) 2012 lefile GRAPHIC print - DO NOT PROCESS IAs Filed Data - DLN: 93493319041303 ScheduleI OMB No 1545-0047 (Form Grants and Other Assistance to Organizations, 2 Governments and Individuals in the United States Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22. 0 en to Public Department of the Treasury Attach to Form 990 Internal Revenue Servrce Inspect Ion Name of the organization Employer identification number Americans for Prosperity Foundation 52-1527294 General Information on Grants and Assistance 1 Does the organization maintain records to substantiate the amount of the grants or the grantees' for the grants or and usedtoawardthegrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Ye5 2 Describe In Part IV the organization's procedures for monitoring the use ofgrant funds In the United States Grants and Other Assistance to Governments and Organizations in the United States. Complete If the organization answered "Yes" to Form 990, Part IV, Irne 21, for any recrprent that received more than $5,000. Part II can be duplicated If additional space rs needed. Name and address of EIN IRC Code section Amount ofcash Amount of non- Method of (9) Description of Purpose ofgrant organization grant cash valuation non-cash or or government (book, FMV, appraisal, other) (1) State Policy Network 57-0952531 501 3 15,000 Sponsorship 1655 North Fort Meyer Drive Surte 360 22209 (2)Ta entMarket 52-2166327 501(c)3 10,000 Sponsorship 109 Henry St Alexandrra,VA 22314 (3)The Junior League of 56-0562849 501(c)3 10,000 Sponsorship Raleigh Inc 4020 Barrett Dr Ste 104 Ralergh,NC 27609 For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50055P Schedule I (Form 990) 2012 Schedule I (Form 990) 2012 Part can be duplicated if additional space is needed. Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22. (a)Type of grant or a55istance (b)Number of reCIpients (c)A mount of cash grant (d)Amount of non-cash aSSIstance (e)Method ofvaluation (book, FMV, appraisal, other) Page 2 (f)Description of non-cash aSSIstance Part IV Supplemental Information. Complete this part to prowde the information reqUIred in Part I, line 2, Part column and any other additional information Identifier Return Reference Explanation Procedure for Monitoring Grants in the Part I, Line 2 Schedule I, Part I, Line 2 The grants paid were made pursuant to a grant letter and for the purpose ofsponsoring a charitable event Schedule I (Form 990) 2012 Iefile GRAPHIC print - DO NOT PROCESS IAs Filed Data - Schedule (Form 990) Department of the Treasury Iniemal Revenue Servrce Name ofthe organization Americans for Prosperity Foundation Compensation Information OMB No 1545-0047 For certain Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees Complete if the organization answered "Yes" to Form 990, Part IV, question 23. hr Attach to Form 990. See separate instruct ions. 52-1527294 Questions Regarding Compensation 1a 9 Open to Public Inspection Employer identification number Check the appropiate box(es) ifthe organization provrded any ofthe followrng to or for a person listed in Form 990, Part VII, Section A, line 1a Complete Part to provrde any relevant information regarding these items I7 First-class or charter travel Housrng allowance or resrdence for personal use Travel for companions Payments for busrness use of personal resrdence Tax idemnification and gross-up payments Health or socral club dues or initiation fees Discretionary spending account Personal servrces (e maid, chauffeur, chef) Ifany of the boxes in line 1a are checked, did the organization followa written policy regarding payment or reimbursement or provrsron ofall ofthe expenses described above? If"No," complete Part to explain Did the organization requrre substantiation priorto reimbursmg or allowrng expenses incurred by all officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? Indicate which, ifany, ofthe followrng the filing organization used to establish the compensation ofthe organization's CEO/Executive Director Check all that apply Do not check any boxes for methods used by a related organization to establish compensation ofthe CEO/Executive Director, but explain in Part I7 Compensation committee Written employment contract Independent compensation consultant I7 Compensation survey or study I7 Form 990 of other organizations I7 Approval by the board or compensation committee During the year, did any person listed in Form 990, Part VII, Section A, line 1a With respect to the filing organization or a related organization Receive a severance payment or change-of?control payment? in, or receive payment from, a supplemental nonqualified retirement plan? in, or receive payment from, an equrty-based compensation arrangement? If"Yes" to any oflines 4a-c, list the persons and provrde the applicable amounts for each item in Part Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9. For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any compensation contingent on the revenues of The organization? Any related organization? If"Yes," to line 5a or 5b, describe in Part For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any compensation contingent on the net earnings of The organization? Any related organization? If"Yes," to line 6a or 6b, describe in Part For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provrde any non-fixed payments not described in lines 5 and 6? If"Yes," describe in Part Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was subject to the initial contract exception described in Regulations section 53 If"Yes," describe in Part If"Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50053T Schedule (Form 990) 2012 Schedule (Form 990) 2012 Page 2 Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate COPIES If additional space IS needed. For each indIVIdual whose compensation must be reported In Schedule J, report compensation from the organization on row and from related organizations, described in the instructions, on row (iI) Do not list any IndIVIduals that are not listed on Form 990, Part VII Note. The sum ofcolumns for each listed IndIVIdual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that indIVIdual (A) Name and Title (B) Breakdown ofW-Z and/or 1099-MISC compensation (C) Retirement and (D) Nontaxable (E) Total of (F) Compensation 0) Base (ii) Bonus Other other deferred benefits columns reported as deferred Com ensatlon '?cent've repo'iab'e Compensatlon .n prlorForm 990 compensation compensation 88,076 25,500 3,407 1,721 118,704 PreSIdent (II) 170,971 49,500 6,614 3,340 230,425 2Trac Henke . ?xzcutlzevlce (I) 120,514 11,232 3,952 2,733 138,431 Presmentand COO (ii) 102,660 9,568 3,367 2,328 117,923 (3)Steve Corder Vice . (I) 81779 5300 2612 2630 92 321 PreSIdent reasurer CFO .. I I I I I (II) 72,521 4,700 2,317 2,332 81,870 4Alan Cobb VIce . ngSIdentState (I) 155,231 20,500 5,272 4,150 185,153 Operatlons (ii) 34,075 4,500 1,157 911 40,643 5 John Fl nn Vice . grLSIdentySecretary (I) 79,890 13,800 2,811 2,328 98,829 General (ii) 93,784 16,200 3,300 2,733 116,017 6 JP De ance Vice . ngSIdenEExtemal (I) 68,738 28,750 2,925 2,328 102,741 A?alrs (ii) 80,693 33,750 3,433 2,733 120,609 (7)Steven Lonegan 139,663 8,200 4,436 4,150 156,449 State Director (ii) 30,658 1,800 974 911 34,343 Schedule (Form 990) 2012 ScheduleJ (Form 990)2012 Page3 Supplemental Information Complete this part to prowde the Information, explanation, or descriptions reqUIred for Part I, lines 1aand for Part II Also complete this part for any additional information Identifier Return Reference Explanation Part I, Line 1a First class travel may be prowded ifthere are last minute flight changes and there is no other available travel alternative Part I, Line 7 Employees are eligible to receive discretionary bonuses based on performance Schedule (Form 990) 2012 lefile GRAPHIC print - DO NOT PROCESS IAs Filed Data - DLN: 934933190413o3 Schedule Transactions with Interested Persons OMB ?0 1545'0047 lForm 990 or 99042) Ir Complete if the organization answered "Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c, or Form 990-EZ, Part V, line 38a or 40b. Depanmeni ofthe Treasury Ir Attach to Form 990 or Form 990-EZ. Ir See separate instructions. Open to Public Iniemal Revenue Sewice Inspection ame of the organization Employer identification number Americans for Prosperity Foundation 52-1527294 Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only). Complete ifthe organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b 1 Name ofdisqualified person Relationship between disqualified Description oftransaction Corrected? person and organization Yes No 2 Enter the amount oftax incurred by organization managers or disqualified persons during the year under section 3 Enter the amount oftax, ifany, on line 2, above, reimbursed by the organization . . . . . . . Loans to and/or From Interested Persons. Complete ifthe organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26, or ifthe organization reported an amount on Form 990, Part X, line 5, 6, or 22 Name of Relationship Purpose Loan to (e)Origina (f)Ba ance In (i)Written interested With organization ofloan orfrom the prinCIpal due default? Approved agreement? person organization? amount by board or committee? To From Yes No Yes No Yes I No Total I Grants or Assistance Benefitting Interested Persons. Complete if the organization answered "Yes" on Form 990, Part IV, line 27. Name of interested Relationship between Amount ofa55istance Type ofaSSIstance Purpose ofa55istance person interested person and the organization For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Cat No 50056A Schedule (Form 990 or 990-52) 2012 Schedule (Form 990 or 990-EZ) 2012 Part IV Business Transactions Involving Interested Persons. Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c. Page 2 Name ofinterested person Relationship between interested person and the organization A mount of transaction Description oftransaction Sharing of organization's revenues? Yes No (1) Christopher Fink Son of Board Member 77,752 Salary and other compensation No Supplemental Information Complete this part to prowde additional information for responses to questions on Schedule (see instructions) Identifier Ret urn Reference Explanation Schedule (Form 990 or 990-EZ) 2012 lefile GRAPHIC print - DO NOT PROCESS IAs Filed Data - DLN: 934933190413o3 SCHEDULEM - - OMB No 1545-0047 Noncash Contributions (Form 990) irComplete if the organizations answered "Yes" on Form 1 2 990 Part IV lines 29 or 30. . DepartmentofiheTreasury F'Attach t'o Form 990 Open to Public lniemal Revenue Semice I Ins I ection Name of the organization Employer identification number Americans for Prosperity Foundation 52-1527294 Types of Property (C) Check Number ofcontributions Noncash contribution Method ofdetermining if or items contributed amounts reported on noncash contribution amounts applicable Form 19 1 Art?Works ofart 2 Art?Historicaltreasures 3 Art?Fractional interests 4 Books and publications 5 Clothing and household goods . . . 6 Cars and other vehicles 7 Boats and planes 8 Intellectual property 9 Securities?Publicly traded . 7 610,525 10 Securities?Closely held stock . 11 Securities?Partnership,LLC, ortrustinterests . . 12 Securities?M iscellaneous 13 Qualified conservation contribution?Historic structures . 14 Qualified conservation contribution?Other 15 Realestate?ReSIdential 16 Real estate?CommerCIal 17 Real estate?Other 18 Collectibles 19 Food inventory 20 Drugs and medical supplies 21 TaXIdermy 22 Historical artifacts 23 SCIentific speCImens 24 A rcheological artifacts 25 (Supplies 6 199,098 26 Otherir( 27 Otherir( 28 Otherir( 29 Number of Forms 8283 received by the organization during the tax yearfor contributions for which the organization completed Form 8283, Part IV, Donee Acknowledgement . . . 29 0 Yes No 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 ofthe initial contribution, and which is not reqUIred to be used for exempt purposes forthe entire holding periodIf"Yes," describe the arrangement in Part II 31 Does the organization have a gift acceptance policy that reqUIres the reVIew ofany non-standard contributions? 31 N0 32a Does the organization hire or use third parties or related organizations to process, or sell noncash 32a No If"Yes," describe in Part II 33 Ifthe organization did not report an amount in column for a type of property for which column is checked, describe in Part II For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 51227] Schedule (Form 990) (2012) Schedule (Form 990) (2012) Page 2 Supplemental Information. Complete this part to prowde the Information reqUIred by Part I, lines 30b, 32b, and 33, and whether the organization IS reporting in Part I, column the number of contributions, the number of Items received, or a combination of both. Also complete this part for any additional information. Identifier Return Reference Explanation Method for Determining Number of Contributors Part I, Column The number ofcontributors represents the number of transactions Schedule (Form 990) (2012) Iefile GRAPHIC print - DO NOT PROCESS IAs Filed Data - DLN: 934933190413o3 OMB No 1545-0047 59:3) Supplemental Information to Form 990 or 990-EZ 201 2 Complete to provide information for responses to specific questions on Form 990 or to provide any additional information. Open to Public Ir Attach to Form 990 or 990-EZ. Inspection Department of the Treasury Internal Revenue Senrrce Name of the organrzatron Employer identification number Amerrcans for Prosperrty Foundatron Identifier Return Reference Explanation Form 990, Part VI, The and a Drrector are on the Executrve of the AFP Foundatron Board of Drrectors Sectron A, Irne ?1 Under the AFP Foundatron bylaws, the Executrve may exercrse the powers of the Board when the Board rs not In sessron, but must report Its actrons to the Board at the next Board meetrng The Executrve may not (1) amend, alter, or repeal the organrzatron's bylaws or of rncorporatron, (2) elect, appornt, or remove any offrcer or drrector, or (3) authorrze the drsposrtron of any of the organrzatron's property and assets Form 990, Part VI, chhard Frnk, a drrector, rs employed by an organrzatron Davrd Koch, another drrector, rs Sectron A, Irne 2 assocrated Form 990, Part VI, The Form 990 rs prepared by an Independent CPA The COO, Treasurer, and general counsel revrew Sectron B, Irne 11 Form 990 prror to to the board The 990 rs then to the board for revrew and questrons prror to the IRS Form 990, Part VI, Each drrector, offrcer, and member of a board delegated powers shall annually Sectron B, Irne 12c the of Interest statement The Charrman revrews the srgned statements If a arrses, that would abstarn from votrng and In the drscussron of that matter Form 990, Part VI, The board revrews comparatrve to determrne compensatron levels for the CEO and other key Sectron B, Irne 15 employees of the organrzatron Substantratron of compensatron rs Included In personnel frles process was last completed durrng the tax year for all offrcers of the organrzatron Form 990, Part VI, The organrzatron's documents, of Interest polrcy, and frnancral statements are avarlable Sectron C, Irne 19 to the publrc upon request Shared Form 990, Part V, The organrzatron shares employees Amerrcans for Prosperrty, a related organrzatron The Employees Lrne 2a, Part VII, Part organrzatron handles all the IRS Compensatron pard to for both IX, Lrnes 5-10 and organrzatrons rs reported In Part VII, Part IX and Schedule based on the percentage of trrne devoted to Schedule each respectrve organrzatron Part VII, Columns and Eneed to be added together In order to tre out to Form Box 5 wages lefile GRAPHIC print - DO NOT PROCESS IAs Filed Data - DLN: 93493319041303 SCHEDULE (Form 990) Department of the Treasury lniemal Revenue Seniice Attach to Form 990. Related Organizations and Unrelated Partnerships Complete if the organization answered "Yes" to Form 990, Part IV, line 33See separate instructions. OMB No 1545-0047 Open to Public Inspection Name of the organization Americans for Prosperity Foundation 52-1527294 Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.) Employer identification number Name, address, and EIN (if applicable) of disregarded entity Prima ry activ ity (C) Legal domICIIe (state or foreign country) Total Income (6) End?of?year assets (0 Direct controlling entity Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax?exempt organizations during the tax year.) Name, address, and EIN of related organization Primary actIVIty (C) Legal dom iCiIe (state Exempt Code section Public charity status (9) Direct controlling Section 512(b) or foreign country) (if section 501(c)(3)) entity (13) controlled entity? Yes No (1) Americans for Prosperity Educate and mobilize DC 501(c)(4) Americans for Prosperity No Citizens Foundation 2111 Wilson 350 Arlington, VA 22201 75?3148958 For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50135Y Schedule (Form 990) 2012 Schedule (Form 990) 2012 Page 2 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 tax year.) (C) (9) 00 Name, address, and EIN of Primary actIVIty Legal Direct Predominant Share of Share of Disproprtionate Code General or Percentage related organization domICIle controlling income(related, total income end?of?year allocations? amount in box managing ownership (state or entity unrelated, assets 20 of partner? foreign excluded from Schedule K?l country) tax under (Fon'n 1065) sections 512? 514) Yes No Yes No Part IV Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.) (C) Name, address, and EIN of Primary actIVIty Legal Direct controlling Type of entity Share of total Share of end? Percentage Section 512 related organization domICIle entity (C corp, 5 income of?year ownership (state or foreign corp, assets controlled country) or trust) entity? Yes No Schedule (Form 990) 2012 ScheduleR(Form990)2012 Page3 Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.) Note. Complete line 1 ifany entity IS listed In Parts II, or IV of this schedule Yes No 1 During the tax year, did the orgranization engage In any of the followmg transactions With one or more related organizations listed in Parts a Receipt of interest (ii) annUIties royalties or (iv) rent from a controlled entity 1a NO Gift, grant, or capital contribution to related organization(s) 1b No Gift, grant, or capital contribution from related organization(s) 1C N0 Loans or loan guarantees to or for related organization(s) 1d N0 Loans or loan guarantees by related organization(s) 19- Yes DIVldendS from related organization(s) 1f N0 9 Sale ofassets to related organization(s) 19 NO Purchase ofassets from related organization(s) 1" No i Exchange ofassets With related organization(s) 1i N0 Lease offaCIlities, eqUIpment, or other assets to related organization(s) 11 No Lease of faCIlities, eqUIpment, or other assets from related organization(s) 1k NO I Performance ofserVIces or membership orfundraismg SOIICItations for related organization(s) 1' N0 Performance ofserVIces or membership orfundraismg SOIICItations by related organization(s) N0 Sharing offaCIlities, eqUIpment, mailing lists, or other assets With related organization(s) 1" Yes 0 Sharing of paid employees With related organization(s) 10 Yes Reimbursement paid to related organization(s) for expenses 1P Yes Reimbursement paid by related organization(s) for expenses 1Cl Yes Othertransfer ofcash or property to related organization(s) If NO 5 Other transfer ofcash or property from related organization(s) 15 N0 2 Ifthe answerto any ofthe above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds Name of other organization Transaction Amount involved Method of determining amount involved type (1) Americans for Prosperity 2,000,000 Book (2) Americans for Prosperity 1,542,036 Cost (3) Americans for Prosperity 0 8,108,415 Cost (4) Americans for Prosperity 135,118 Cost (5) Americans for Prosperity 1,516,792 Cost Schedule (Form 990) 2012 Schedule (Form 990) 2012 Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.) Prowde the followmg 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 revenue) that was not a related organization See instructions regarding exc u5ion for certain investment partnerships Page 4 Name, address, and EIN of entity Primary actIVIty (C) Legal domICIle (state or foreign country) Predominant income (related, unrelated, excluded from tax under section 512? 514) Are all partners section 501(c)(3) organizations? Yes No (0 Share of total income (9) Share of end ?of? yea assets Disproprtionate allocations? Yes No Code amount in box 20 of Schedule (Form 1065) General or managing paitner7 00 Percentage ownership Yes Schedule (Form 990) 2012 Schedule (Form 990) 2012 Page 5 Supplemental Information Complete thIs part to prowde Information for responses to questions on Schedule (see Instructions) Identifier Ret urn Reference Explanation Additional Data Software ID: Software Version: EIN: Name: 52?1527294 Americans for Prosperity Foundation Return to Form