Americans For Prosperity Foundation 990 2007

OMB No 1545-0047

Form'99©

Return of Organization Exempt From Income Tax

2007

Under section 501 (c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation ) Department of the Internal Revenue

A

For the 2007 calendar year, or tax year beginning

B

Check if applicable Address change Name change Initial return Termination Amended return ❑ Application pending

C use pIIRSlabel or p not or nt : specific Inons. lions .

, 2007 , and ending

,

Name of organization

Americans

NW,

1726 M Street,

Employer Identification Number

E

Telephone number

F

Accou nting method.

52-1527294 Room/suite

(202)

Tenth Floor

City, town or country

Washin g ton

State

ZIP code + 4

DC

20036

Web site: 11 www. americans fo Organization type

K

Check here', if the organization is not a 509(a)(3) supporting organization and its gross receipts are normally not more than $25,000 A return is not required, but if the organization chooses to file a return, be sure to file a complete return

. or g

(insert no)

H (c) Are all affiliates included' (If 'No,' attach a list See instructions ) ❑ 4947(a)(1) or

Accrual

❑ Yes

No

❑ Yes

❑ No

H (b) if 'Yes,' enter number of affiliates ^

J

3 '4

Cash

Other (specify) ^

H (a) is this a group return for affiliates'

G

ros erit

349-5880

H and I are not appli cable to section 527 organizations

• Section 501 ( cX3) organizations and 4947(aXl) nonexempt

501(c)

D

for Pros p erit y Foundation

Number and street (or P O box if mail is not delivered to street addr)

charitable trusts must attach a completed Schedule A Form 990 or 990-E Z). Z)'

(check onl y one)

Open to Public Inspection

^ The organization may have to use a copy of this return to satisfy state reporting requirements

❑ 527

H (d) is this a separate return filed by an organization covered by a group ruling"

I M

Yes

X

No

Group Exem p tion Number Check ^ if the organization is not required to attach Schedule B (Form 990, 990-EZ, or 990-PF).

L Gross receipts Add lines 6b, 8b, 9b, and 10b to line 1201 6, 564, 194. Part I Revenue _ E cnenses _ and Channel in Net Assets nr Fund Balances (.Sap the rn.ctructinns. ) 1 a b c d e

2 3 4 5 6a b R E v N

Contributions, gifts, grants, and similar amounts receivedContributions to donor advised funds Direct public support (not included on line 1 a) Indirect public support (not included on line la} Government contributions (grants) (not included on line 1 a)

1 1 1 1

a b c d

5, 476, 046.

1e 2

264, 929 . ) 5, 211, 117. noncash $ latthrough lld)s(cash $ Program service revenue including government fees and contracts (from Part VII, line 93) Membership dues and assessments Interest on savings and temporary cash investments

Dividends and interest from securities Gross rents Less rental expenses c Net rental income or (loss) Subtract line 6b from line 6a 7 Other investment income (describe

5,476,046.

3 4 5

39,035.

6a 6b )

6c 7

(A) Securities (B) Other 8a Gross amount from sales of assets other than inventory 876, 955. 8a 868, 393. 8b E b Less' cost or other basis and sales expenses See L - 8 Stmt 8,562. 8c _ c Gain or (loss) (attach schedule ) d Net gain or (loss) Combine line 8c, columns (A) and (B) 8d 9 Special events and activities (attach schedule) If any amount is from gaming , check here $ of contributions a Gross revenue (not including I 9al reported on line 1b) 9b b Less direct expenses other than fundraising expenses c Net income or (loss) from special events Subtract line 9b from line 9a c 10a 10a Gross sales of inventory, less returns and allowances 10 b b Less cost-of_g oo d s sold o ch schedule). Subtract line 10b from line lOa c Gross p oflt or (logs Af 10c 11 Other ev nt7e(from-f^a V e 10 11 6c, 7, 8d, 9c, 1 Oc, and 11 12 Total 6mob ue. Add lines 1 e, 2, 3, 12 (B)) el-AUG(fr^r4Ilne^AA^c 13 E 13 Progr eneral ^(frro, li , column (C)) 14 Mana em x 14 P c•I ( 15 L J EN 15 FundrPlsing^ ^ affll+at c sl?h edul) 16 S Payments-to 16 E s 17 Total ex penses. Add lines 16 and 44, column (A) 17 A 18 Excess or (deficit) for the year. Subtract line 17 from line 12 18 S 19 Net assets or fund balances at beginning of year (from line 73, column (A)) 19 E T T 20 Other changes in net assets or fund balances (attach explanation) See L - 20 Stmt 20 S, 21 Net assets or fund balances at end of year Combine lines 18, 19, and 20 21 BAA For Privacy Act and Paperwork Reduction Act Notice , see the separate instructions . TEEA0101 12/27/07

8,562.

172,158. 5,695,801. 5 , 054, 342. 626 , 115 . 1, 088 , 193. 6, 768,650. -1, 072,849. 1, 573,000. 7,222. 507,373. Form 990 (2007)1

gn

Form 990-(2007y 52-1527294 Pa g e 2 Americans for Pros p erity Foundation Part II StatpmPnt of Functional Exnanca4 All nrnnnizafinnc must cmmplpta rnlumn (Al (.nlumnc (R) (C) anri (n) are renuirPrl for section 501(c)(3 ) and (4) organi zations and section 4947(a)(1) nonexempt chartable rusts but op tonal or others . ( See instruct) Do not include amounts reported on line 6b, 8b, 9b, 10b, or 16 of Part 1 22a Grants paid from donor advised funds (attach sch) (cash $ non-cash $ ) If this amount includes foreign grants , check here 22b Other grants and allocations (att sch) (cash $ non-cash $

(A) Total

23

Specific assistance to individuals (attach schedule)

23

24

Benefits paid to or for members (attach schedule)

24

25a Compensation of current officers, directors, key employees , etc. listed in Part V - A See L - 25a Stmt 25a

27

(D) Fundraising

22a

22b

26

(C) Management and g eneral

%

If this amount includes foreign grants, check here

b Compensation of former officers, directors, key employees, etc listed in Part V-B c Compensation and other distributions, not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958 (c)(3)(B)

(B) Program services

' .

312, 613 .

218, 829.

31 , 261.

62,523.

25b

25c

Salaries and wages of employees not included on lines 25a, b, and c

26

1, 430, 877.

1, 326, 507 .

11,958.

92,412.

Pension plan contributions not included on lines 25a, b, and c

27

176, 698 .

149, 608 .

13,545.

13,545.

28 29 30 31 32 33 34 35 36 37 38 39 40 41 42

98 , 784. 105, 065 .

78 , 348. 93,005.

6,081. 5,868.

14,355. 6,192.

43,119 . 24 , 450.

0. 7,701.

43,119. 16,488.

0. 261.

861. 303. 212. 398. 256. 776. 446. 0. 18 , 375.

13, 046. 3,450. 68 , 315. 20,380. 23,571. 24,916. 3,844 . 9 , 322. 4 , 972.

272. 429, 030. 73,342. 14,092. 119, 359. 51,465. 30,025. 0. 4, 972 .

919 , 287. 10,708 . 0. 30,962 . 6,977. 0. 194, 783.

276, 827. 0. 4,223. 17, 221 . 50. 15,957. 11 , 701.

115, 542. 595. 0. 9,097. 3,559. 0. 47,555.

28

Employee benefits not included on lines 25a - 27 29 Payroll taxes 30 Professional fundraising fees 31 Accounting fees 32 Legalfees 33 Supplies 34 Telephone 35 Postage and shipping 36 Occupancy 37 Equipment rental and maintenance 38 Printing and publications 39 Travel 40 Conferences , conventions , and meetings 41 Interest 42 Depreciation , depletion, etc (attach schedule ) 43 Other expenses not covered above ( itemize) aProf_ fees _ _ consu1tin^ bDues- and- sub s criptions C Insurance ------------------d Office expense eRegistration _ fees f Investment fees ------------------g See Other Expenses Stmt 44

43a 43b 43c 43d 43e 43f 43

80,179. 577, 783. 458, 869. 156, 870 . 362, 186. 606, 157 . 632, 315 . 9,322. 28,319. 1 , 311, 656. 11,303. 4,223. 57,280 . 10,586 . 15,957 . 254 , 039.

66, 145, 317, 122, 219, 529, 598,

Total functional expenses . Add lines 22a throw h 43g (Organizations completing columns 5,054 , 342. ( B)- ^ D),car ry these totalstolines13 - 15) 44 6 , 768,650 . 626,115. 1,088,193. Joint Costs . Check 11- 1-1 if you are following SOP 98-2 Are any point costs from a combined educational campaign and fundraising solicitation reported in (B) Program services? -E] Yes XQ No If 'Yes,' enter (i) the aggregate amount of these joint costs , (ii) the amount allocated to Program services $ $ , and (iv) the amount allocated $ , (iii) the amount allocated to Management and general to Fundraising $ Form 990 (2007) BAA TEEA0102 08/02/07

Form 990 (2007) Americans for Pros p er tFoundation Parts III I Statement of Program Service Accomplishments (See the Instructions.)

52-1527294

Page 3

Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular organization. How the public perceives an organization in such cases may be determined by the information presented on its return Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments Program Service Expenses What is the organization's primary exempt purpose? 0 _ e aleaders Educ a te c_itia _ _ _ _ on_ensuring _ _ _ e c onomic f r e e d= _an_d oppo_ All organizations must describe their exempt purpose achievements i n a clear and concise manner State the number of (Re q) organizattiions ( a nd and clients served, publications issued etc. Discuss achievements that are not measurable (Section 501 (c)(3) and (4) organ 4947 (a)(1) trusts, but optional for others ) izations and 4947(a)(1) nonexempt charitable trusts must also enter the amount of grants and allocations to others) a National office - educate citizens in support of restraining _ _ _ _ _ _ _ _ -----------------------------fede ral _qovenment -gr owth, - and returning government --- - --its constitutional limits. ---------------------------------------------------------------------------------------------------------------------------------------------------------, 129, 588. (Grants and allocations 0. ) If this amount includes foreign grants, check here 01 $ bState chapters- educate citizens in support of restraining_state ---------------------------------overnment rowth, and returnin g _g overnment to its constitutional limits. State chapters are located in Kansas , Texas, North Carolina, California, Ohio,_ --------- ---------------- --Illinois, Wisconsin , Oklahoma, Virginia, Colorado, Oregon, Michigan, Missouri, ---------- ------------- --- -----New Jersey , - Florida, Georgia , North Dakota, South Dakota, and -South Carolina - ----- ---------- --------2, 924, 754. (Grants and allocations $ 0. ) If this amount includes forei g n grants, check here

C

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------(Grants and allocations $ ) If this amount includes foreign grants, check here

d

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------(Grants and allocations $ ) If this amount includes foreign grants, check here e Other program services (Grants and allocations $ ) If this amount includes foreign grants, check here" n IN. f Total of Program Service Expenses (should equal line 44, column (B), Program services) BAA

5,054,342. Form 990 (2007)

TEEA0103

12/27/07

52-1527294

Form 990 (2007) Americans for Pros p erity Foundation Part IV I Balance Sheets (See the instructions.) Note : 45 46

Cash - non-interest-bearing Savings and temporary cash investments

336, 993 . 0. 47a 47b

55, 694.

47c

48a Pledges receivable b Less allowance for doubtful accounts 49 Grants receivable

48a 48b

235, 000.

48c 49

b Less accumulated depreciation (attach schedule) 56 Investments - other (attach schedule) 57a Land, buildings, and equipment. basis

51 a 51 b

FMV FMV

Cost Cost

L

61 62

B

63

T E S

Organizations that follow SFAS 117, check here through 69 and lines 73 and 74. 67 Unrestricted 68 Temporarily restricted

57a

202, 292.

1, 328 , 967. 244, 033 .

o

B A

and complete lines Organizations that do not follow SFAS 117, check here 70 through 74. 70 Capital stock, trust principal, or current funds 71 Paid-in or capital surplus, or land, building, and equipment fund 72 Retained earnings, endowment, accumulated income, or other funds

A N

73 74

426,053 . 2, 077, 631. 134,713 .

57c 58 59 60 61 62 63 64a 64b 65 66

84,675. 420,785. 1 , 332, 037. 546,778.

277,886. 824, 664.

and complete lines 67

69

S

97, 932.

369,918 . 504 , 631.

Stmt

E

D

2,101. 356, 798.

55c 56

55b

Grants payable Deferred revenue

Loans from officers, directors, trustees, and key employees (attach schedule) 64a Tax-exempt bond liabilities (attach schedule) b Mortgages and other notes payable ( attach schedule) 65 Other liabilities (describe ^ See Line 65 66 Total liabilities . Add lines 60 through 65

L

6,553 . 919, 406 .

51 c 52 53 54a 54b

55a

b Less accumulated depreciation 57b (attach schedule) L-57 Stint 117, 617. 58 Other assets, including program-related investments (describe ^ See Line 58 Stmt ) ------------------- ----------59 Total assets (must equal line 74) Add lines 45 through 58 60 Accounts payable and accrued expenses

F u

50b ,

51 a Other notes and loans receivable (attach schedule) b Less allowance for doubtful accounts 52 Inventories for sale or use 53 Prepaid expenses and deferred charges 54a Investments - publicly-traded securities b Investments - other securities (attach sch) 55a Investments - land, buildings, & equipment basis

E s

A

467, 678.

50a

b Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) (attach schedule)

N

45 46

47a Accounts receivable b Less- allowance for doubtful accounts

50 a Receivables from current and former officers, directors, trustees, and key employees (attach schedule)

A s

(B) End of year

(A) Beginning of year

Where required, attached schedules and amounts within the description column should be for end-of-year amounts only

Page4

Permanently restricted

67 68

-439,712. 947,085.

69

Total net assets or fund balances . Add lines 67 through 69 or lines 70 through 72 (Column (A) must equal line 19 and column (B) must equal line 21) Total liabilities and net assets/fund balances. Add lines 66 and 73

BAA

70 71 72 1, 573, 000. 2, 077 , 631.

73 74

507,373. 1,332,037. Form 990 (2007)

TEEA0104

08/02/07

Form 990 (2007)

Americans

52-1527294

for Pros p erit y Foundation

Pages

Part IV-A Reconciliation of Revenue per Audited Financial Statements with Revenue per Return (See the instructions.) a b

Total revenue, gains, and other support per audited financial statements Amounts included on line a but not on Part I, line 12 1 Net unrealized gains on investments 2Donated services and use of facilities 3Recoveries of prior year grants 40ther (specify)

a

5,741,899.

4 b c

46,098. 5, 695, 801.

d e

5, 695, 801.

b1

7,222.

b2 b3

38,876.

b 4l c d

Add lines b1 through b4 Subtract line b from line a Amounts included on Part I, line 12, but not on line a: 1 Investment expenses not included on Part I, line 6b 20ther (specify). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -------------------------------------Add lines d1 and d2 Total revenue (Part I, line 12) Add lines c and d

e

d1 d2l

Part IV,-,B Reconciliation of Expenses p er Audited Financial Statements with Ex p enses p er Return a b

c d

Total expenses and losses per audited financial statements Amounts included on line a but not on Part I, line 17: 1 Donated services and use of facilities 2Prior year adjustments reported on Part I, line 20 3Losses reported on Part I, line 20 40ther (specify)

b1 b2 b3

Add lines b1 through b4 Subtract line b from line a Amounts included on Part I, line 17, but not on line a: 1 Investment expenses not included on Part I, line 6b 20ther (specify) _ _ _ _ _ _ - - - - - - - - - - - - - - - - - - - - - - - - -

a

6, 807, 526.

b c

38,876. 6, 768, 650.

38,876.

d1

d2l Add lines - and ----------------------------d e Total ex penses (Part I, line 17) Add lines c and d ^ e 6,768,650. Part V-A Current Officers, Directors , Trustees, and Key Employees (List each person who was an officer, director, trustee, or key employee at any time during the year even if they were not compensated) (See the instructions) (A) Name and address

(B) Title and average hours per week devoted to position

David H. Koch --------------------c/o AFPF , 1726 M St, NW , 10th Fl. ---------------------Washinton DC20036 Chairman

(C) Compensation (if not paid , enter -0-)

(D) Contributions to employee benefit plans and deferred compensation plans

(E) Expense account and other allowances

2.00

0.

0.

0.

2 . 00

0.

0.

0.

2.00

0.

0.

0.

2 . 00

0.

0.

0.

2.00

0.

0.

0.

Dr. Richard Fink ---------------------c/o AFPF , 1726 M St, NW , 10th Fl. ----------------------

Washinton DC20036 Board Member Art Pope _______________ c/o AFPF, 1726 M St, NW , 10th Fl. ----------------------

Washinton DC 20036 Vice Chairman Debra_Gai1_H_u_mphreys ____-_ c/o AFPF , 1726 M St, NW , 10th Fl. ----------------------

DC20036 Board Member Washinton Dr. Walter Williams ---------------------c/o AFPF, 1726 M St, NW , 10th Fl. ----------------------

Washinton

DC 20036

Board Member

See List of Officers , Directors , Trustees , & Key Employees Statemen - - - - - - - - - - - - - - - - - - - - -

BAA

TEEAO1O5

08/02/07

Form 990 (2007)

Form 990 (2007 ) Americans

52-1527294

for Prosperity Foundation

Page 6

Part V-A I Current Officers , Directors Trustees , and Key Em p loyees continued 75a Enter the total number of officers, directors, and trustees permitted to vote on organization business at board meetings 01 5 b Are any officers, directors, trustees, or key employees listed in Form 990, Part V-A, or highest compensated employees listed in Schedule A, Part I, or highest compensated professional and other independent contractors listed in Schedule A, Part II-A or II-B, related to each other through family or business relationships? If 'Yes,' attach a statement that identifies the individuals and explains the relationship(s) c Do any officers, directors, trustees, or key employees listed in form 990, Part V-A, or highest compensated employees listed in Schedule A, Part I, or highest compensated professional and other independent contractors listed in Schedule A, Part II-A or II-B, receive compensation from any other organizations, whether tax exempt or taxable, that are related ^ to the organization? See the instructions for the definition of 'related organization'

Yes

4 -= 75b

No

G -l ---• X

- - -75c X - F

If 'Yes,' attach a statement that includes the information described in the instructions r75 d d Does the organization have a written conflict of interest p olicy? Part V- B Former Officers , Directors , Trustees , and Key Employees That Received Compensation or Other Benefits (If any former officer, director, trustee, or key employee received compensation or other benefits (described below) during the year, list that person below and enter the amount of compensation or other benefits in the appropriate column See the instructions ) (E) Expense (C) Compensation (D) Contributions to account and other (if not paid, employee benefit (B) Loans and (A) Name and address allowances Advances enter -0-) plans and deferred compensation plans -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Yes

Part VI Other Information (See the instructions. Did the organization make a change in its activities or methods of conducting activities? If 'Yes,' attach a detailed statement of each change 77 Were any changes made in the organizing or governing documents but not reported to the IRS? If 'Yes,' attach a conformed copy of the changes 78a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return? b If 'Yes,' has it filed a tax return on Form 990-T for this year?

No

76

79

Was there a liquidation, dissolution, termination, or substantial contraction during the year? If 'Yes,' attach a statement

80a Is the organization related (other than by association with a statewide or nationwide organization) through common membership, governing bodies, trustees, officers, etc, to any other exempt or nonexempt organization? __ __ __ b If 'Yes,' enter the name of the organization ^ Americans- for Pr_o_sperit andcheckwhetheritisexempt ornonexempt I 81 al 81 a Enter direct and indirect political expenditures (See line 81 instructions.) b Did the organization file Form 1120 -POL for this year? BAA

TEEA0106

12/27/07

76 77

X X

78a 78b

X

- -79 80a

--

-- X X

81 b n/ Form 990 (2007)

Form 990(2007) Americans for Pros p erit y Foundation Part VI Other Information continued

52-1527294 Yes

82 a Did the organization receive donated services or the use of materials, equipment, or facilities at no charge or at substantially less than fair rental value?

82a

X

b 1f 'Yes,' you may indicate the value of these items here Do not include this amount as revenue in Part I or as an expense in Part II (See instructions in Part III) 182b1 38,876. 83a Did the organization comply with the public inspection requirements for returns and exemption applications? b Did the organization comply with the disclosure requirements relating to quid pro quo contributions' 84a Did the organization solicit any contributions or gifts that were not tax deductible?

83a 83b 84a

X X

b If 'Yes,' did the oranization include with every solicitation an express statement that such contributions or gifts were not tax deductible ? 85a 501 (c)(4), (5), or (6). Were substantially all dues nondeductible by members? b Did the organization make only in-house lobbying expenditures of $2,000 or less?

Page7 No

X

--84b

-

85a 85b

NI N/

85g

N/

If 'Yes' was answered to either 85a or 85b, do not complete 85c through 85h below unless the organization received a waiver for proxy tax owed for the prior year. c d e f g

Dues, assessments, and similar amounts from members Section 162(e) lobbying and political expenditures Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices Taxable amount of lobbying and political expenditures (line 85d less 85e) Does the organization elect to pay the section 6033(e) tax on the amount on line 85f?

85c 85d 85e 85f

N/A N/A N/A N/A ,

h If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line85f to its reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax year? 86 501(c)(7) organizations Enter a Initiation fees and capital contributions included on line 12 86a b Gross receipts, included on line 12, for public use of club facilities 86b 87 501(c)(12) organizations Enter: a Gross income from members or shareholders 87a b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them)

87b

-- 85h I - N/ -N/A N/A N/A N/A

88 a At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or partnership, or an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-37 If 'Yes,' complete Part IX

88a

- -f X

b At any time during the year , did the organization , directly or indirectly , own a controlled entity within the meaning of section 512 (b)(13)? If 'Yes,' complete Part XI ^ 88b 89a 501 (c)(3) organizations Enter : Amount of tax imposed on the organization during the year under section4911 0_ section 4912 0 ___--_--- 0_ section 4955 0_ b 501(c)(3) and 501(c)(4) organizations Did the organization engage in an y section 4958 excess benefit transaction durin g the y ear or did it become aware of an excess benefit transaction from a p rior y ear? If 'Yes , ' attach a statement explaining each transaction c Enter Amount of tax imposed on the organization managers or disqualified persons during the 0. year under sections 4912, 4955 , and 4958 0. d Enter Amount of tax on line 89c, above , reimbursed by the organization e All organizations At any time during the tax year , was the organization a party to a prohibited tax shelter transaction? f All organizations Did the organization acquire a direct or indirect interest in any applicable insurance contract? g For supporting organizations and sponsoring organizations maintaining donor advised funds Did the supporting organiza ti o n , o r a f un d main t aine d b y a sponso r i n g or g an iz at i on , ha v e exc e ss b usi n ess h o ld ings a t any t ime d uring the year? 90a List the states with which a copy of this return is filed ^ See States Filed In

b Number of employees employed in the pay period that includes March 12, 2007 (See instructions ) Telephone number ^ 91 a The books are in care of ^ The Organization Located at ^ 1726 M St , NW, 10th Floor , Washin ton , DC

X

--^ --^ - -J 89b X x 89e 89f

X X ---JJJ

89g

n/

I 90b1 (202) 349-5880 ZIP + 4 ^ 20036

b At any time during the calendar year, did the organization have an interest in or a signature or other authority over a financial account in a foreign country (such as a bank account, securities account, or other financial account)? If'Yes,' enter the name of the foreign country" _________________________________

25

Yes 91 b

No X

See the instructions for exceptions and filing requirements for Form TD F 90-22 .1, Report of Foreign Bank and Financial Accounts. BAA

Form 990 (2007)

TEEA0107

09/10/07

Form 990 (2007) Americans for Pros p erity Foundation `Part VI Other Information (continued)

52-1527294 Yes

Page 8 No

91 c c At any time during the calendar year, did the organization maintain an office outside of the United States? If 'Yes,' enter the name of the foreign country 92 Section 4947(a)(1) nonexempt charitable trusts ---------------------------------------filing Form 990 in lieu of Form 1047 - Check here and enter the amount of tax-exempt interest received or accrued during the tax year 92

X ^j

Part VII Analysis of Income - Producing Activities (See the Instructions.) Excluded by s ection 512, 513, or 514

Unrelate d business income Note: .nter gross amounts unless otherw ,se indicated

(A) Business code

(B) Amount

(C) Exclusion code

(D) Amount

Related or exempt function Income

93 Program service revenue a I: C C e f Medicare/Medicaid payments c Fees & contracts from government agencies 94 Membership dues and assessments 95 Interest on savings & temporary cash invmnts 96 Dividends & interest from securities 97 Net rental income or (loss) from real estate: a debt-financed property t not debt-financed property 98 Net rental income or (loss) from pers prop 99 Other investment income 100 101 102 103

14

39, 035.

18

8,562.

-

Gain or (loss) from sales of assets other than inventory Net income or (loss) from special events Gross profit or (loss) from sales of inventory

Other revenue a

R

$

<

b Other income c Miscellaneous income d e 104 Subtotal (add columns (B), (D), and (E)) 105 Total (add line 104, columns (B), (D), and (E)) Note : Line 105 plus line le , Part 1, should equal the amount on line 12, Part 1

16

` 167,621. 4,537.

J

215, 218.

4,537. 219, 755.

Part VIII Relationshi p of Activities to the Accom p lishment of Exem pt Pur p oses (See the Instructions. Line No .

Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes).

n/a

Part IX I Information Re g ardin g Taxa ble Subsidiaries and Disreg arded Entities (See the Instructions.

N/A

(A)

(B)

(C)

(D)

(E)

Name, address, and EIN of corporation, partnership, or disregarded entity

Percentage of ownership interest

Nature of activities

Total income

End-of-year assets

Part X

Information Reg ardin g Transfers Associated with Personal Benefit Contracts (See the Instructions.

a Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? b Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? Note : If 'Yes' to (b), file Form 8870 andForm 4720 (see instructions) BAA TEEAO108 12/27/07

Yes Yes

X No X No

Form 990 (2007)

Page 9

52-1527294 Form 990 (2007) Americans for Pros p erity Foundation Part XI Information Regarding Transfers To and From Controlled Entities . Complete only if the

organization Is a controlling organization as defined in section 512(b)(13).

N/A Yes

106

No

Did the reporting organization make any transfers to a controlled entity as defined in section 512(b)(13) of the Code? If 'Yes,' complete the schedule below for each controlled entity (A) Name , address, of each controlled entity

(B) Employer I dentification Number

(C) Description of transfer

(D) Amount of transfer

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

a

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

b

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

c -------------------------Totals Yes 107

No

Did the reporting organization receive any transfers from a controlled entity as defined in section 512(b)(13) of the Code? If 'Yes,' com p lete the schedule below for each controlled entity (B Employer Identification Number

(A) Name , address, of each controlled entity

(C) Description of transfer

(D) Amount of transfer

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

a

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

b

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

--------------------------c

Totals Yes 108

Did the organization have a binding written contract in effect on August 17, 2006, covering the interest, rents, royalties, and annuities described in question 107 above? Under penalties o per I true, corre co

Please Sign Here

Pre-

arer s Se

r

ed this return, including accompanying schedules and statements , and to the best of my knowledge and belief, it is er than officer) is based on all information of which preparer has any knowle ge

^ Signatu

of offs

Date

IJ& 5m, I/

111111-

Type or print n

Paid

I decI re that I have ation of p p e De

Preparers

signature

^

Dy

e and bile

^9"

Firm 's name (or

Dou g las C

yyours it selfin ad

66fl1

^

Lit

e

& Associates, River

Trnnk_

Sui

No

(Form 990 or 990-EZ)

Internal ^Reven eeServcery

OMB No 1545-0047

Organization Exempt Under Section 501 c x 3

SCHEDULE A

(Except Private Foundation) and Section 501(e), 501(f), 501(k), 501(n), or 4947(aXl) Nonexempt Charitable Trust Supplementary Information - (See separate instructions.) ^ MUST be completed by the above organizations and attached to their Form 990 or 990-EZ.

Employer identification number

Name of the organization Americans

for

2007

Pros p erit y

52-1527294

Foundation

Compensation of the Five Highest Paid Employees Other Than Officers , Directors, and Trustees (See instructions. List each one. If there are none. enter 'None.')

Part I

(a) Name and address of each employee paid more than $50,000

(b) Title and average hours per week devoted to position

(c) Compensation

(d) Contributions to employee benefit plans and deferred compensation

(e) Expense account and other allowances

Alan Cobb

-_____-c/p_AFPF_____ State director To p eka KS 66612 Pegc,Zy_yet eble_ _ - _ -cJo_AFPF_ - - - State director Austin TX 78767 Ed-Frank --------cJo_AFPF_-___

40.00

114, 854.

4 ,817.

0.

40.00

72 , 272.

4 , 980.

0.

40.00

62,059.

5 ,401.

0.

DC 20036 - Polic y Director 40.00 _ _ -- New-Jers---

89 ,833.

7,716.

0.

93,247.

23,209.

0.

VP, Federal Affairs

DC 20036 Washin g ton Phil Reipen______ cJo_AFPF_ Washin g ton Steve_Lonegan

New Jersey

NJ

State director

07644

T o t a l num b er o f o th er emp l oyees pai d over $50,000

40.00

111-

6

Part ll = A ` I Compensation of the Five Highest Paid Independent Contractors for Professional Services (See instructions. List each one (whether individuals or firms). If there are none, enter 'None.') (a) Name and address of each independent contractor paid more than $50,000

(b) Type of service

Cox Consultin,3 ______________________________ c/o AFPF DC 20036 Washin g ton - Mana g ement Consultant Poulson Barry--------------------------------4975 Bierstadt Loop Broomfield CO 80020 - Distin gu ished Scholar

(c) Compensation

70,000. 74,470.

------------------------------------------------------------------------------------------------------------------------Total number of others receiving ove r $50,000 for professional services

None ,

I Partil -, B I Compensation of the Five Highest Paid Independent Contractors for Other Services (List each contractor who performed services other than professional services, whether individuals or firms. If there are none, enter 'None.' See instructions.) (a) Name and address of each independent contractor paid more than $50,000

(b) Type of service

I (c) Compensation

None -----------------------------------------

Total number of other contractors receiving over $50,000 for other services None BAA For Paperwork Reduction Act Notice , see the Instructions for Form 990 and Form 990-EZ. TEEA0401

12/27/07

Schedule A (Form 990 or 990 -EZ) 2007

Schedule A (Form 990 or 990-EZ) 2007 Part III 1

Americans

for Pros p erity Foundation

Page 2

52-1527294 Yes

Statements About Activities (See instructions .)

During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendum? If 'Yes,' enter the total expenses paid I- $ or incurred in connection with the lobbying activities (Must equal amounts on line 38, Part VI-A, or line i of Part VI-B)

No

1

X

a Sale, exchange, or leasing of property?

2a

X

b Lending of money or other extension of credit?

2b

X

2c

X

Organizations that made an election under section 501(h) by filing Form 5768 must complete Part VI-A. Other organizations checking 'Yes' must complete Part VI-B AND attach a statement giving a detailed description of the lobbying activities 2

During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any substantial contributors, trustees, directors, officers, creators, key employees, or members of their families, or with any taxable organization with which any such person is affiliated as an officer, director, trustee, majority owner, or principal beneficiary? (If the answer to any question is 'Yes,' attach a detailed statement explaining the transactions)

c Furnishing of goods, services, or facilities? See Part V , d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)'

Form 990 2d

e Transfer of any part of its income or assets?

X

2e

X

3a

X

b Did the organization have a section 403(b) annuity plan for its employees?

3b

X

c Did the organization receive or hold an easement for conservation purposes, including easements to preserve open space, the environment, historic land areas or historic structures? If 'Yes,' attach a detailed statement

3c

X

d Did the organization provide credit counseling, debt management, credit repair, or debt negotiation services?

3d

X

4a

X

3a Did the organization make grants for scholarships, fellowships, student loans, etc? (If 'Yes,' attach an explanation of how the organization determines that recipients qualify to receive payments )

4a Did the organization maintain any donor advised funds? If 'Yes,' complete lines 4b through 4g If 'No,' complete lines 4f and 4g b Did the organization make any taxable distributions under section 4966'

4b

C Did the organization make a distribution to a donor, donor advisor, or related person?

4c b-

d Enter the total number of donor advised funds owned at the end of the tax year e Enter the aggregate value of assets held in all donor advised funds owned at the end of the tax year

f Enter the total number of separate funds or accounts owned at the end of the tax year (excluding donor advised funds included on line 4d) where donors have the right to provide advice on the distribution or investment of Do. amounts in such funds or accounts g Enter the aggregate value of assets held in all funds or accounts included on line 4f at the end of the tax year BAA

TEEA0402

12127/07

01

0 0.

Schedule A (Form 990 or Form 990-EZ) 2007

Schedule A (Form 990 or 990-EZ) 2007 Part'IV

52-1527294

Americans for Prosperity Foundation

Page 3

Reason for Non-Private Foundation Status (See instructions.)

I certify that the organization is not a private foundation because it is (Please check only ONE applicable box ) 5

❑ A church , convention of churches , or association of churches Section 170(b)(1)(A)(i).

6

❑ A school Section 170(b)(1)(A)(ii) (Also complete Part V )

7

❑ A hospital or a cooperative hospital service organization Section 170(b)(1)(A)(iii).

8

❑ A federal , state, or local government or governmental unit Section 170(b)(1)(A)(v)

9

❑ A medical research organization operated in conjunction with a hospital. Section 170(b)(1)(A)(iii) Enter the hospital ' s name, city, and state ---------------------------------------------------------

10

❑ An organization operated for the benefit of a college or university owned or operated by a governmental unit Section 170(b)(1)(A)(iv). (Also complete the Support Schedule in Part IV-A )

11 a ❑ X An organization that normally receives a substantial part of its support from a governmental unit or from the general public Section 170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A.)

11 b ❑ A community trust Section 170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A ) 12

❑ An organization that normally receives (1) more than 33-1/3 % of its support from contributions , membership fees, and gross receipts from activities related to its charitable , etc, functions - sub j ect to certain exceptions , and (2) no more than 33-1/3% of its support from gross investment income and unrelated business taxable income ( less section 511 tax) from businesses acquired by the organization after June 30 , 1975 See section 509(a )(2). (Also complete the Support Schedule in Part IV-A )

13

❑ An organization that is not controlled by any disqualified persons (other than foundation managers ) and otherwise meets the requirements of section 509(a )(3) Check the box that describes the type of supporting organization 1, ❑ Type I

❑ Type I II - Functionally Integrated ❑ Type III-Other ❑ Type II Provide the following information about the supported organizations . (See instructions )

(a) Name(s) of supported organization (s)

(b) Employer identification number (EIN)

(c) Type of organization (described in lines 5 through 12 above or IRC section)

(d) Is the supported organization listed in the supporting organization's governing documents? Yes No

0-1

Total 14

(e) Amount of support

❑ An organization organized and operated to test for public safety Section 509(a )(4) (See instructions ) Schedule A (Form 990 or 990-EZ) 2007

BAA

TEEAD407

12/27/07

Schedule A (Form 990 or 990-EZ) 2007 52-1527294 Americans for Pros p erity Foundation PartIV- A Support Schedule (Complete only if you checked a box on line 10, 11, or 12) Use cashmethod of accounting. Note : You may use the worksheet in the instructions for converting from the accrual to the cash method of accounting Calendar year (or fiscal year b eginning in) 15 Gifts, grants, and contributions received (Do not include unusual grants Seeline28) 16 Membership fees received 17

Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to the organization's charitable, etc, purpose Gross income from interest, dividends, amts rec'd from payments on securities loans (sec 512(a)(5)), rents, royalties, income from similar sources, and unrelated business taxable income (less sec 511 taxes) from businesses acquired by the organzation after June 30, 1975

18

(a) 2006

(b) 2 0 05

(c) 2 00 4

Page 4

(e) T otal

(d) 2003

3,954 , 449.

3 , 349,739 .

1,140,151.

3, 295,821 .

11,740,160.

48, 956.

38 ,412.

40,587.

140, 523.

268,478.

19

Net income from unrelated business activities not included in line 18 20 Tax revenues levied for the organization's benefit and either paid to it or expended on its behalf 21 The value of services or facilities furnished to the organization by a governmental unit without charge. Do not include the value of services or facilities generally furnished to the p ublic without char g e 22 Other income Attach a schedule Do not include gain or (loss) from sale of capital assets See L -22 Stmt 219, 813. 212, 815 . 9,732 . 15,292 . 457,652. 23 Total of lines 15 through 22 4,223 , 218. 1,190,470. 12,466,290. 3 , 600,966 . 3, 451,636 . 24 Line 23 minus line 17 4, 223, 218. 1, 190, 470. 3, 600, 966. 3, 451, 636. 12, 466, 290. 25 Enter 1%ofline 23 42,232 . 36,010. 11,905. 34,516. 1 26 Organizations described on lines 10 or 11 : ^ 26a a Enter 2% of amount in column (e), line 24 249,326. b Prepare a list for your records to show the name of and amount contributed by each person (other than a governmental unit or publicly supported organization) whose total gifts for 2003 through 2006 exceeded the amount shown in line 26a. Do not file this list with your -return. Enter the total of all these excess amounts ^ 26b - 4, 565,196. c Total support for section 509(a)(1) test Enter line 24, column (e) 12, 466, 290. 01 26c d Add Amounts from column (e) for lines. 18 268 , 478. 19 ___ -__A1 457, 652. 22 26b 4,565,196. - 26d 5 ,291,326. e Public support (line 26c minus line 26d total) 7 , 174, 964. 0' 26e If Public support percentage (line 26e (numerator ) divided by line 26c (denominator)) 57.55 % 01 26f 27 Organizations described on line 12: a For amounts included in lines 15, 16, and 17 that were received from a 'disqualified person,' prepare a list for your records to show the name of, and total amounts received in each year from, each 'disqualified person ' Do not file this list with your return . Enter the sum of such amounts for each year (2006) (2005) (2004) (2003) ---------------------------------------------bFor any amount included in line 17 that was received from each person (other than 'disqualified persons'), prepare a list for your records to show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2) $5,000 (Include in the list organizations described in lines 5 through 11 b, as well as individuals) Do not file this list with your return. After computing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences (the excess amounts) for each year (2006) ------------ (2005)------------ (2004)------------ (2003)------------c Add Amounts from column (e) for lines 15 16 d e f g h 28

BAA

17 20 21 and line 27b total Add Line 27a total Public support (line 27c total minus line 27d total) Total support for section 509(a)(2) test Enter amount from line 23, column (e) ^ I 27f Public support percentage (line 27e (numerator) divided by line 27f (denominator)) Investment income percentage (line 18, column (e) (numerator) divided by line 27f (denominator))

27c ^ 27d ^ 27e ^ 27g 111- 27h

$

Unusual Grants : For an organization described in line 10, 11, or 12 that received any unusual grants during 2003 through 2006, prepare a list for your records to show, for each year, the name of the contributor, the date and amount of the grant, and a brief description of the nature of the grant Do not file this list with your return . Do not include these grants in line 15 TEEn0403

12/27/07

Schedule A (Form 990 or 990-EZ) 2007

52-1527294

Schedule A (Form 990 or 990 - EZ) 2007 Americans for Pros p erit y Foundation

Part V.

Private School Questionnaire (See instructions.) (To be completed ONLY by schools that checked the box on line 6 in Part IV)

Page 5

NSA Yes

29

30

31

Does the organization have a racially nondiscriminatory policy toward students by statement in its charter , bylaws, other governing instrument , or in a resolution of its governing body? Does the organization include a statement of its racially nondiscriminatory policy toward students in all its brochures, catalogues , and other written communications with the public dealing with student admissions , programs , and scholarships? Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media durin g the period of solicitation for students , or during the registration period if it has no solicitation program, in a way that makes the policy known to all parts of the general community it serves? If 'Yes,' please describe, if 'No,' please explain ( If you need more space, attach a separate statement)

No

29

---- --30

31

-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------32 Does the organization maintain the following 32a a Records indicating the racial composition of the student body, faculty, and administrative staff? b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory basis?

32b

c Copies of all catalogues , brochures , announcements , and other written communications to the public dealing with student admissions , programs , and scholarships? dCopies of all material used by the organization or on its behalf to solicit contributions?

32c 32d

If you answered ' No' to any of the above , please explain ( If you need more space, attach a separate statement) ------------------------------------------------------------------------------------------------------------------33

Does the organization discriminate by race in any way with respect to a Students' rights or privileges?

I 33a

b Admissions policies2

33b

c Employment of faculty or administrative staff?

133c

d Scholarships or other financial assistance?

133d

e Educational policies?

133e

f Use of facilities?

133f

g Athletic programs?

1 33

h Other extracurricular activities?

33h

If you answered 'Yes' to any of the above, please explain (If you need more space, attach a separate statement )

34a Does the organization receive any financial aid or assistance from a governmental agency? b Has the organization ' s right to such aid ever been revoked or suspended? If you answered 'Yes' to either 34a or b , please explain using an attached statement Does the organization certify that it has com p lied with the a pp licable requirements of sections 4 01 through 4.05 of Rev Proc 75 - 50, 1975 - 2 C B. 587, covering racial nondiscrimination ? If 'No,' attach an explanation BAA m o o 12/27/07

34a 34b

35

35 Schedule A (Form 990 or 5

-.^

Schedule A (Form 990 or 990-EZ) 2007 Americans for Pros p erity Foundation Part VI-A Lobbying Expenditures by Electing Public Charities (See instructions.) (To be completed ONLY by an eligible organization that filed Form 5768) Check ^

a fl if the organization belongs to an affiliated group

Check ^

Limits on Lobbying Expenditures (The term ' expenditures ' means amounts paid or incurred)

n/a

b fl if you checked ' a' and 'limited control' provisions apply. (a) (b) Affiliated group To be completed totals for all electing

org anizations

Total lobbying expenditures to influence public opinion (grassroots lobbying) Total lobbying expenditures to influence a legislative body (direct lobbying) Total lobbying expenditures (add lines 36 and 37) Other exempt purpose expenditures Total exempt purpose expenditures (add lines 38 and 39) Lobbying nontaxable amount Enter the amount from the following table If the amount on line 40 is The lobbying nontaxable amount is Not over $500,000 20% of the amount on line 40 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% of line 41) Subtract line 42 from line 36. Enter -0- if line 42 is more than line 36 Subtract line 41 from line 38 Enter -0- if line 41 is more than line 38 Caution : If there is an amount on either line 43 or line 44, you must file Form 4720

36 37 38 39 40 41

42 43 44

Page 6

52-1527294

36 37 38 39 40 4 g^ g 41

42 43 44 ^T

4

4 -Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 45 through 50 ) Lobbying Expenditures During 4 -Year Averaging Period Calendar year (or fiscal year beginning in) 45

(a) 2007

(b) 2006

(c) 2005

(e) Total

(d) 2004

Lobbying nontaxable

amount 46

Lobbying ceding amount ( 150% of line 45(e))

47

Total lobbying expenditures

48

m

t

a

04

Grassroots nontaxable amount

49 Grassroots ceiling amount

€ '

t

(150% of line 48(e)) Grassroots lobbying expenditures

50

PartgVlB 1 Lobbying Activity by Nonelecting Public Charities (For reporting only by organizations that did not complete Part VI-A) (See instructions.) During the year, did the organization attempt to influence national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of : a b c d e f g h i

Volunteers Paid staff or management (Include compensation in expenses reported on lines c through h.) Media advertisements . Mailings to members, legislators, or the 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 other means

Yes

No

Amount

X X X X X X X

X Total lobbying expenditures (add lines c through h.) If 'Yes' to any of the above, also attach a statement giving a detailed description of the lobbying activities BAA Schedule A (Form 990 or 990-EZ) 2007 TEEA0405

12/27/07

52-1527294 Schedule A (Form 990 or 990-EZ) 2007 Americans for Pros p erity Foundation PatVII information Regarding Transfers To and Transactions and Relationships With Noncharitable

Page 7

Exempt Organizations (See instructions) 51 a

b

c d

Did the reporting organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? Yes No Transfers from the reporting organization to a noncharitable exempt organization of 51 a (i) (i)Cash X a (ii (ii)Other assets X Other transactions: b (i) X (i)Sales or exchanges of assets with a noncharitable exempt organization b ii) X (ii)Purchases of assets from a noncharitable exempt organization b (M) X (iii)Rental of facilities, equipment, or other assets b (iv) X (iv)Reimbursement arrangements b (v) X (v)Loans or loan guarantees b (vi) (vi)Performance of services or membership or fundraising solicitations X Sharing of facilities, equipment, mailing lists, other assets, or paid employees c X If the answer to any of the above is 'Yes,' complete the following schedule Column (b) should always show the fair market value of the goods, other assets, or services given by the reportin organization If the organization receivedless than fair market value in an transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received

(a) Line no c

(b) Amount involved

(c) Name of noncharitable exempt organization

1,480 , 453. Americans

for

Prosperity

(d) Description of transfers, transactions, and sharing arrangements AFP'a share of occuvancv, salaries and admin exp.

52a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501 (c) of the Code (other than section 501 (c)(3)) or in section 527?

BAA

- FX] Yes [

No

Schedule A (Form 990 or 990-EZ) 2007 TEEAD406

12/27/07

2007

Schedule of Gains and Losses from Sale of Assets Other than Inventory

Form 990 Line 8(A) and 8(B) Statement

^ Attach to return Employer Identification Number 52-1527294

Name Americans for Prosperity Foundation

Part I, Line 8, Column (A)

Securities

Public Securities Gross Sales Price

Description Publicly Traded Securities

Basis

876,955.

868,393.

Cost

Sellin g Ex p enses 868,393.

Basis

Nonpublic Securities

Date Acquired and Method

Description

Date Sold and to Whom

Gross Sales Price

Cost, other basis or FMV when donated (State which on top)

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

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

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

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

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

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

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

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

--- --- - --

Total Securities

876, 955 .

868,393.

Gain or (Loss) from Sale of Securities

Part I, Line 8, Column (B)

Description

Date Acquired and Method

8,562.

Other Assets Date Sold and to Whom

__________ ----------- --------- --------____

______

----------- --------- --------___________ ----------- --------- --------_________ ----------- --------- ---------

Total Other Assets Gain or (Loss) from Sale of Other Assets TEEW0201 SCR

09/21/07

Gross Sales Price

Cost, other basis or FMV when donated Cost Depreciation Basis Donation FMV Cost Depreciation Basis Donation FMV Cost Depreciation Basis Donation FMV Cost Depreciation Basis Donation FMV

Form 990 Part II, Line 25a Name as Shown on Return Americ ans for Pr os

2007

Compensation of Current Officers, Directors, Key Employees, Etc.

Employer Identification No 52-1527294

rity Foundation

Compensation

Name

Chk If a Bus

(A) Total

(C) Management and general

( B) Program services

(D) Fundraising

0. 0. 0 . 0.

0. 0. 0. 0.

0. 0. 0. 0.

0. 0. 0. 0.

312,613.

218,829 .

31,261.

62,523.

David H . Koch Dr. Richard Fink Art Pope Debra Gail Humphreys

See Com p ensation Total Compensation Received

Contributions to Employee Benefit Plans & Deferred Compensation Plans

Name

Chk If a Bus

(A) Total

David H .

Koch Dr. Richard Fink Art Pope Debra Gail Humphreys

See Em p loy ee Benefit Plans Total Contributions to Employee Benefit Plans & Deferred Compensation

(B) Program services 0 . 0 . 0 . 0.

(C) Management and general

(D) Fundraising

0. 0. 0. 0.

0. 0. 0. 0.

0. 0. 0. 0.

0.

0.

0.

Def rred Com p ensati o n Plans

Plans

0.

Expense Account and Other Allowances

Name

Chk If a Bus

(A) Total

Total to Part II, Line 25a st990125a SCR

01/25/08

(D) Fundraising

0 . 0 . 0 . 0.

0. 0. 0. 0.

0. 0. 0. 0.

0. 0. 0.

0.

0.

0.

0.

312 , 613.

218, 829.

31 , 261.

62,523.

David H . Koch Dr. Richard Fink Art Pope Debra Gail Humphreys

See Ex p ense Account and Ot Total Expense Account and Other Allowances

(C) Management and general

( B) Program services

0.

r A I wances

Americans for Prosperity Foundation

52-1527294

Form 990, Page 2, Part II, Line 43 Other Expenses Stmt (A) Total

Other expenses not covered above (itemize). communications , ads, media Interns / temp employees

(D) Fundraising

7,702. 3,704. 0.

7,622. 221. 0. 320. 3,538.

0. 0. 47,555. 0. 0.

194 ,783.

11,701.

47,555.

179, 810.

172, 188.

11,410.

11,189.

55,257. 4,024. 3 , 538. 254, 039.

List rental Membership Bad debt expense Total

(C) Management and oeneral

(B) Program services

Form 990, Page 5, Part V-A List of Officers , Directors , Trustees , & Key Employees Statement (A) Name and address

Business F1 Person Michelle Korsmo

(B) Title and average hours per week devoted to position

Sec/Treas 40.00

c/o AFPF, 1726 M St, NW, 10th Fl

President

DC

20036

Form 990. Part VI, Page 7, Line 90a States Filed In Alabama Alaska Arizona Arkansas California Colorado Connecticut District of Columbia Florida Georgia Illinois Kansas Kentucky Louisiana Maine New Hampshire New Jersey New Mexico New York North Carolina North Dakota

(D) Contributions to employee benefit plans and deferred compensation

(E) Expense account and other allowances

109,534.

0.

0.

203,079.

0.

0.

OX

c/o AFPF, 1726 M St, NW , 10th Fl. DC 20036 Washin g ton LX Business Person Tim Phillips Washington

(C) Compensation (if not paid , enter -0-)

An

nn

Americans for Prosperity Foundation

2

52-1527294 Continued

Form 990. Part VI, Page 7, Line 90a States Filed In Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina Tennessee Utah Virginia Washington West Virginia Wisconsin

Form 990, Page 1, Part I, Line 20 Other Changes in Net Assets or Fund Balances Amount

Description Unrealized gain on securities

7,222.

Total

7,222.

Foirm 990, Part II. Line 25a

Compensation Compensation

Name

Dr. Walter Williams Michelle Korsmo Tim Phillips

Chk if a Bus

N

Total

(A) Total

( B) Program services

(C) Management and general

(D) Fundraising

0. 109,534. 203,079.

0. 76,674. 142,155.

0. 10,953. 20,308.

0. 21,907. 40,616.

312, 613.

218 , 829.

31 , 261.

62,523.

Form 990, Part II, Line 25a Employee Benefit Plans & Deferred Compensation Plans Contributions to Employee Benefit Plans & Deferred Compensation Plans

Name

Chk if a Bus

(A) Total

( B) Program services

(C) Management and general

(D) Fundraising

Dr. Walter Williams Michelle Korsmo Tim Phillips

0. 0. 0.

0. 0. 0.

0. 0. 0.

0. 0. 0.

Total

0.

0.

0.

0.

Americans for Prosperity Foundation

3

52-1527294

Form 990, Part II. Line 25a Expense Account and Other Allowances Expense Account and Other Allowances

Name

Chk if a Bus

(A) Total

(B) Program services

(D) Fundraising

(C) Management and general

Dr. Walter Williams Michelle Korsmo Tim Phillips

0. 0. 0.

0. 0. 0.

0. 0. 0.

0. 0. 0.

Total

0.

0.

0.

0.

Form 990, Page 4, Part IV, Lines 57a & 57b Land , Buildings and Equipment Statement

(a) Cost/Other Basis Office furniture and equipment Leasehold improvements

128,031. 1 74,261.

Total

202,292 .

(b) Accumulated Depreciation

(c) Book Value

74,507. 43,110.

53,524. 31,151.

117,617 .

84,675.

Form 990, Page 4, Part IV, Line 58 Other Assets Statement

Line 58 - Other Assets:

Beginning of Year

End of Year

Deposits Due from affiliates

68,076. 357,977.

68,076. 352,709.

Total

426, 053.

420, 785.

Form 990, Page 4, Part IV, Line 65 Other Liabilities Statement

Line 65 - Other Liabilities:

Beginning of Year

I

End of Year

Deferred rent Security deposit Line of credit

15,605. 104,313. 250,000.

9,579. 18,807. 249,500.

Total

369, 918.

277,886.

Americans for Prosperity Foundation

4

52-1527294

Explanation Statement

line 75c Form/Line: Form 990, Part V-A Explanation of- Receipt of Compensation from Other Companies Americans for Prosperity Foundation (AFPF) shares employees and various administrative expenses

with

Americans

for

Prosperity

(AFP),

EIN

501 (c) (4) organization. The entities have an understood common employees allocate time spent to each entity AFP are allocated to each entity based on use. share of the expenses or salaries paid by AFPF. compensation and benefits paid by AFP for their benefits $6,359 Michelle Korsmo $56,116

Tim Phillips

$56,740

75-3148958,

a

affiliation agreement, whereby and administrative expenses reimburses AFPF for their Following is a schedule of share of officer salaries:

benefits $3,906

Schedule A, Part IV-A, Line 22 Other Income

Description

(a) 2006

(b) 2005

(c) 2004

(d) 2003

(e) Total

List rental Other income

0. 219,813.

2,246. 210 ,569.

3,513. 6,219.

11,288. 4,004.

17,047. 440,605.

Total

219, 813.

212,815.

9 ,732.

15, 292.

457,652.

Application for Extension of Time To File an

Form 8868

Exempt Organization Return

(Rev April 2008) Department of the Treasury

OMB No 1545 1709

01 File a s eparate application for e a c h return.

In ternal R evenue Service

• If you are filing for an Automatic 3- Month Extension, complete only Part I and check this box • If you are filing for an Additional ( Not Automatic ) 3-Month Extension , complete only Part II (on page 2 of this form)

U

Do not complete Part // unless you have already been granted an automatic 3-month extension on a previously filed Form 8868 Part I Automatic 3-Month Extension of Time. Only submit original (no copies needed). A corporation required to file Form 990-T and requesting an automatic 6-month extension - check this box and complete Part I only

El

All other corporations (including 1120-C filers), partnerships , REMICS, and trusts must use Form 7004 to request an extension of time to file income tax returns Electronic Filing (e-fi/e). Generally, you can electronically file Form 8868 if_you want a 3 - month automatic extension of time to file one of the returns noted below (6 months for a corporation required to file Form 990 - 1j However , you cannot file Form 8868 electronically if (1) you want the additional (not automatic ) 3-month extension or (2) you file Forms 990-BL, 6069 , or 8870 , grou p returns , or a composite or consolidated Form 990-T . Instead, you must submit the fully com p leted and signed page 2 (Part II) of Form 8868 . For more details on the electronic filing of this form, visit www irs gov/e file and click on e-file for Charities & Nonprofits. Employer identification number

Name of Exempt Organization

Type or print File by the due date for filing your return See instructions

5 2- 15 27 294

Americans for Prosperity Foundatio: Number, street , and room or suite number If a P.O. box , see instructions

1726 M Street,

NW,

Tenth Floor

City, town or post off i ce, state, and ZIP code For a foreign address, see instructions

DC

hi Check type of return to be filed (file a separate application for each return): Form 990-T (corporation) X Form 990 Form 990-T (section 401(a) or 408(a) trust) Form 990-BL Form 990-T (trust other than above) Form 990-EZ Form 1041-A Form 990-PF • The books are in the care ofi", The Organization ---

20036

Form 4720 Form 5227 Form 6069 Form 8870

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

FAX No . to-________________ Telephone No . x_(202 )_ 349_5880_____ . . • If the organization does not have an office or place of business in the United States , check this box F] . If this is for the whole group, • If this is for a Group Return , enter the organization 's four digit Group Exemption Number (GEN) and attach a list with the names and EINs of all members check this box .0' F] . If it is for part of the group , check this box . the extension will cover. 1 I request an automatic 3-month (6 months for a corporation required to file Form 990 - T) extension of time until Aug 15 - , 20 0 8 _ , to file the exempt organization return for the organization named above. The extension is-for - the organization ' s return for: XX calendar year 20 0 7 _ or M tax year beginning 2

20

If this tax year is for less than 12 months, check reason:

and ending

_ _ _ _ _ _ _ , 20

11 Initial return

.

11 Final return

Change in accounting period

3a if this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any .. .. nonrefundable credits See instructions b If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments . . .. . . .. .. . . . . . . made. Include any prior year overpayment allowed as a credit c Balance Due. Subtract line 3b from line 3a. Include your payment with this form, or, if required, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System) See instructions

3b l $

0.

0.

Caution. If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EO for payment i n s tructions Form 8868 (Rev 4-2008) BAA For Privacy Act and Paperwork Reduction Act Notice , see instructions .

FIFZ0501

04/16/08