TY 2010 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

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

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

OMB No. 1545-0047

2010

Open to Public Inspection

A For the calendar year, or tax year beginning 01-01-2010 and ending 12-31-2010

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
The AOPA Foundation Inc

Doing Business As

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

Room/suite

City or town, state or country, and ZIP + 4
Frederick, MD21701

D Employer identification number

20-8817225

E Telephone number

G Gross receipts $ 8,465,478

F Name and address of principal officer:
Bruce Landsberg President
421 AVIATION WAY
FREDERICK,MD21701

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

www.aopa.org/foundation

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 2007

M State of legal domicile: MD

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: AFI works to improve aviation safety through the Air Safety Institute, preserve community airports, and encourage learning to fly for career and personal benefit-all in the interest of ensuring future of GA.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	10
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	9
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	20
6	Total number of volunteers (estimate if necessary) ....	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	6,474,292	7,680,395
9	Program service revenue (Part VIII, line 2g) .........	0	254,751
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,596	298,932
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	50,001	27,686
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	6,525,889	8,261,764
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	1,365,498	224,790
14	Benefits paid to or for members (Part IX, column (A), line 4) ....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	718,133	1,613,257
16a	Professional fundraising fees (Part IX, column (A), line 11e)....	204,545	171,052
b	Total fundraising expenses (Part IX, column (D), line 25) 1,636,309
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	1,311,739	2,968,361
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	3,599,915	4,977,460
19	Revenue less expenses. Subtract line 18 from line 12......	2,925,974	3,284,304
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	7,220,869	30,718,953
21	Total liabilities (Part X, line 26)............	484,857	1,391,718
22	Net assets or fund balances. Subtract line 21 from line 20 .....	6,736,012	29,327,235

Part II

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.

Sign Here

	Signature of officer	Date

	Type or print name and title.

Paid Preparer's Use Only	Preparer's signature	Date	Check if self- employed	Preparer’s taxpayer identification number (see instructions)
	Firm’s name (or yours if self-employed), address, and ZIP + 4			EIN
				Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ......... Yes No

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2010)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III . . . . . . . . . .

Briefly describe the organization’s mission: TO PROMOTE, ADVANCE AND ENCOURAGE AVIATION AND AIRPORT SAFETY AND SECURITY AND THE RESEARCH AND TESTING IN THE SUPPORT THEREOF; TO EDUCATE THE PUBLIC AND USERS OF THE NATIONAL AIR TRANSPORTATION SYSTEM TO THE VALUE AND IMPORTANCE OF GENERAL AVIATION TO THE NATIONAL AIR TRANSPORTATION SYSTEM; TO ENCOURAGE AND SUPPORT THE FLIGHT TRAINING OF PILOTS TO ASSURE THE FUTURE OF GENERAL AVIATION AS AN IMPORTANT COMPONENT OF THE NATIONAL AIR SYSTEM; TO LESSEN THE BURDENS OF FEDERAL, STATE AND LOCAL GOVERNMENTS IN CONNECTION WITH THE MAINTENANCE AND ADVANCEMENT OF GENERAL AVIATION, AND AVIATION AND AIRPORT SAFETY AND SECURITY; AND TO ASSIST OTHER CHARITABLE AND OTHER ORGANIZATIONS IN THE CONDUCT OF SIMILAR ACTIVITIES TO THE EXTENT THAT SUCH ACTIVITIES ARE IN THE FURTHERANCE OF CHARITABLE, EDUCATIONAL AND/OR SCIENTIFIC PURPOSES.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? .................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? .......................... Yes No

If “Yes,” describe these changes on Schedule O.

Describe the exempt purpose achievements for each of the organization’s three largest program services by expenses.
Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 2,755,028 including grants of $ 224,790 ) (Revenue $ 254,751 )
	The AOPA Foundation (AFI) is a tax-exempt charitable, educational, and scientific organization that educates the public on the value of general aviation. Our mission is to improve aviation safety through the Air Safety Institute, preserve community airports, and encourage learning to fly for career and personal benefit--all the interest of ensuring the future of general aviation in America. The AOPA Foundation, including the Air Safety Institute, work tirelessly to educate the public about the value of general aviation to the national air transportation system; support and encourage flight training; lessen the burden of regulation while advancing aviation safety and security; and assist other charitable organizations in their efforts to conduct similar activities. For the three-month period of October through December 2010, the AOPA Foundation reached 504,000 individuals through online courses (114,000); quizzes (120,000); publications downloads (120,000); its accident database (96,000); pilot safety announcements (30,000); safety seminars (16,000); Flight Instructor Refresher Clinics (3,000); and other educational products (5,000). Prior to October 2010, the AOPA Foundation activities listed above were carried on by the AOPA Air Safety Foundation. Statistics for the first nine months of the year are available from the AOPA Air Safety Foundation. AFI Air Safety Institute's interactive courses are provided free of charge to all pilots and are extremely easy to use. Most courses take approximately one hour to complete, but users control the pace and can save their progress at any time, allowing them to work in short increments, completing a course over multiple sessions, if that works better with their schedules. In 2010, the AOPA Foundation, through the Air Safety Institute, offered more than 30 interactive online courses on topics ranging from evaluating the risk of a specific flight and mastering radio communications to decision making skills for pilots and using GPS for both visual and instrument flight operations. Each course is self-paced, interactive, and engaging, enabling pilots to learn, review, and test their understanding along the way. In addition, AFI's web site offers dozens of presentations to help pilots take advantage of the collective wisdom of the GA community. These include a comprehensive accident database of National Transportation Safety Board accidents from 1983 through the present. The object of providing this material is to help pilots learn from the mistakes of others. Similarly, Real Pilot Stories offer detailed first-person accounts of the challenges pilots have faced, the mistakes they have made, and what they learned from those experiences. The AOPA Foundation also creates special reports from high-profile or common accidents to help pilots avoid the situations that can lead to disaster. Other presentations available on the web site include: -The VFR GPS Guide: Garmin 430/530 - A self- paced, 15 minute presentation focusing on the GPS functions regularly used by a typical pilot in VFR flight. -Fuel Management Resources-A guide to helping pilots avoid accidents involving fuel exhaustion, starvation, and contamination. -Accident Statistics -Graphical representations of the latest statistical data available from the FAA and NTSB. -AFI Safety Quizzes---A quick, easy, and interactive way for pilots to assess and expand their knowledge of dozens of aviation subjects, including weather, airport lighting, IFR and VFR flying; stalls and spins; collision avoidance; charts; emergency procedures; mountain flying; spatial disorientation; preventive maintenance; wake turbulences; special use airspace; and many more. The AOPA Foundation also hosts approximately 200 live, free safety seminars nationwide each year. The seminars qualify for the FAA WINGS program and can help pilots qualify for aviation accident forgiveness programs through AIG Aircraft Insurance. AFI Air Safety Institute also creates Pilot Safety Announcements, or PSAs. Following the model of televised public service announcements, these short videos raise awareness of common accident causes, often with a pinch of tongue-in-cheek humor to keep pilots watching and make the message memorable. Each of the 10 available PSAs includes resources and tips to help pilots avoid accidents. For certificated flight instructors (CFIs), AFI offers both live and online renewal programs, called Flight Instructor Refresher Clinics (FIRCs). These FAA-approved courses are available in person in more than 90 locations as well as online and meet the FAA's renewal requirements. For those who want to read more about GA safety, the AOPA Foundation offers a broad range of safety publications and articles, both printed and available online and for download. All of these safety publications are available to the public at no charge. They include: -Safety Advisors-Find need-to-know information and a wealth of practical advice in the Air Safety Institute's Safety Advisors. A variety of topics are available, including airspace, weather, instrument operations, and GPS. -Safety Briefs-Safety Briefs are short (2-4 page) publications designed to offer expert guidance and useful tips to pilots. -Nall Report-An annual overview of the previous year's general aviation safety statistics, including contributing factors, that brings perspective and analysis to the trends affecting GA accidents. -Airport/Taxi Diagrams-In conjunction with the FAA Runway Safety Program Office, the Air Safety Institute is pleased to provide free airport/taxi diagrams for the busiest U.S. towered airports. -Airspace at a Glance Card-Notams and TFR's are more common than ever. This card can help keep you out of trouble. -Intercept Procedures Card-Notams and TFR's are more common than ever. Take this card on your trips so you'll know what to do when that F-16 pops up in your window. -Flight Planner Form-A guide to help with efficient and complete flight planning, ready for you to print and use. -Pilot Report (Pirep)Form-Unlike forecasts, pilot reports tell other pilots what's really happening, right now. Pireps are an invaluable source of weather information for the decision making process. We need your help to create more pireps; this handy form makes it easy. -Runway Flash Cards-The Runway Safety flash Cards help pilots better understand runway signage and markings. The front of each card displays an airport sign or pavement marking, while the back provides a description and information on the required pilot action. -Airspace Flash Cards-The Airspace Flash Cards help pilots keep the different types of airspace straight. Each card includes a color depiction of the airspace, a description of its characteristics, and a discussion question. -Aircraft Flash Cards-The Aircraft Flash Cards are designed to help new, seasoned, and transitioning pilots gain knowledge of aircraft speeds, profiles, systems, and emergency procedures. Each card includes a subject area on the front and fill-in-the-blank spaces and a helpful tip on the back. -CFI to CFI Newsletters-Both pilots and instructors will benefit from AFI's Air safety Institute quarterly newsletter to instructors. -Safety Highlights-Browse type-specific aircraft reviews and find information about safety records, technical details and more. For those new to general aviation, the Air Safety Institute offers guides to the Private Pilot and Sport Pilot checkrides, including frequently used test standards, eligibility and experience requirements, logbook endorsements, and more. Finally, AFI provides a comprehensive annual report, detailing the Institute's progress and accomplishments for the year.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services. (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses$ 2,755,028

Form 990 (2010)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A Click to see attachment

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

Yes

Is the organization required to complete Schedule B, Schedule of Contributors? Click to see attachment

........

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II.........................

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C, Part III........................

Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete
Schedule D, Part I Click to see attachment

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

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 Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

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

Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,”
complete Schedule D, Part IV Click to see attachment

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

Did the organization, directly or through a related organization, hold assets in term, permanent,or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

Yes

If the organization’s answer to any of the following questions is ‘Yes,’ then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable:

Did the organization report an amount for land, buildings, and equipment in Part X, line10? If “Yes,” complete Schedule D, Part VI. Click to see attachment

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII. Click to see attachment

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII. Click to see attachment

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX. Click to see attachment

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X. Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X. Click to see attachment

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year? If “Yes,” complete Schedule D, Parts XI, XII, and XIII Click to see attachment

12a

Yes

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered ‘No’ to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E

14a

Did the organization maintain an office, employees, or agents outside of the United States?....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and program service activities outside the United States? If “Yes,” complete Schedule F, Part I.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II..

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III..

Did the organization report a total of more than $15,000, of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I Click to see attachment

Yes

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II.......... Click to see attachment

Yes

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III................... Click to see attachment

Form 990 (2010)

Page 4

Part IV

Checklist of Required Schedules (continued)

20a

Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....

20a

Did the organization attach its audited financial statement to this return? Note: All Form 990 filers that operate one or more hospitals must attach audited financial statements. .....

20b

Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.. Click to see attachment

Yes

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III..... Click to see attachment

Did the organization answer “Yes” to Part VII, Section A, questions 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J................ Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer questions 24b–24d and complete Schedule K. If “No,” go to line 25................

24a

Did the organization invest any proceeds of tax-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” issuer for bonds outstanding at any time during the year?...

24d

25a

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...... Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................ Click to see attachment

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II........................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If “Yes,” complete Schedule L, Part III............... Click to see attachment

Was the organization a party to a business transaction with one of the following parties? (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ......................... Click to see attachment

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV................... Click to see attachment

28b

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 owner? If “Yes,” complete Schedule L, Part IV.. Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II.......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1..................... Click to see attachment

Yes

Is any related organization a controlled entity within the meaning of section 512(b)(13)? .....

Did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

YesNo

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........... Click to see attachment

Yes

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 Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2010)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V . . . . . . . . . .

Yes

Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable. .......

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable.

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

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements filed for the calendar year ending with or within the year covered by this return .....................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?

Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?.............................

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

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 or securities account)?.......................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes” to line 5a or 5b, did the organization file Form 8886-T? ........

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible?..........

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

Yes

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Yes

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?..........................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?...................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?...............

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 business holdings at any time during the year?................

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?.........

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

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

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 them.) ........

11b

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 year.

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.

13a

Enter the aggregate amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans.

13b

Enter the aggregate amount of reserves on hand.

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2010)

Page 6

Part VI

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 O. See instructions.

Check if Schedule O contains a response to any question in this Part VI . . . . . . . . . .

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year ..............

Enter the number of voting members included in line 1a, above, who are independent .................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? ..

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Does the organization have members or stockholders? ................

Yes

Does the organization have members, stockholders, or other persons who may elect one or more members of the governing body? .........................

Are any decisions of the governing body subject to approval by members, stockholders, or other persons? ..

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O .....

Section B. Policies (This Section B requests information about policies not required by the Internal
Revenue Code.)

Yes

10a

Does the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” does the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with those of the organization? ....

10b

11a

Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form?

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....

12a

Does the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Are officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ...........................

12b

Yes

Does the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this is done ....................

12c

Yes

Does the organization have a written whistleblower policy? ...............

Yes

Does the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line a or b, describe the process in Schedule O. (See instructions.)

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

Yes

If “Yes,” has the organization adopted a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

AL , AK , AZ , AR , CA , CO , CT , DC , FL , GA , HI , IL , KS , KY , LA , ME , MD , MA , MI , MN , MS , MO , NH , NJ , NM , NY , NC , ND , OH , OK , OR , PA , RI , SC , TN , UT , VA , WA , WV , WI

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you make these available. Check all that apply.

Own website Another's website Upon request

Describe in Schedule O whether (and if so, how), the organization makes its governing documents, conflict of interest policy, and financial statements available to the public.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization: MediumBullet

ROGER C MYERS JR CFO
421 AVIATION WAY
Frederick,MD21701
(301) 695-2263

Form 990 (2010)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII . . . . . . . . . .

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organizations compensated any current or former officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) William C Trimble III Chairman		X
(2) Paul C Heintz Trustee		X
(3) John S Yodice Secretary & General Counsel		X	X
(4) Herman Neel Hipp jr Treasurer & Asst. Secretary		X	X
(5) R Anderson Pew Trustee		X
(6) Anne Blake Garrymore Trustee		X
(7) Burgess H Hamlet III Trustee		X
(8) Darrell W Crate Trustee		X
(9) Lawrence D Buhl III Trustee		X
(10) James G Tuthill Jr Trustee		X
(11) Roger C Myers Jr CHIEF FINANCIAL OFFICER, EVP	1.0		X				307,731	107,387
(12) Craig L Fuller CHIEF EXECUTIVE OFFICER	1.0		X				804,652	48,664
(13) Bruce Landsberg PRESIDENT	40.0		X			61,626	289,684	86,185
(14) Karen Gebhart Former President	40.0		X				331,372	12,789
(15) Harvey Cohen Executive VP & CDO	40.0			X		49,599	214,943	55,482
(16) Dan Faoro VP DEVELOPMENT ADMINISTRATION	40.0			X		28,246	127,990	26,381
(17) Philip B Boyer Former President	0.0				X		658,455	225,000

Form 990 (2010)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)						(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	139,471	2,734,827	561,888

Total number of individuals (including but not limited to those listed above) who received more than $100,000 in reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual .............

Yes

For any individual 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 Schedule J for such individual...........................

Yes

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 Schedule J for such person .....

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization.

(A) Name and business address	(B) Description of services	(C) Compensation
MRM WORLDWIDE PO BOX 7247 PHILADELPHIA,PA19170	MARKETING SERVICES	135,564
Telefund Inc PO Box 120557 BOSTON,MA02112	FUNDRAISING SERVICES	171,052
EU Services PO Box 17164 BALTIMORE,MD21297	Print/Publications	123,259


2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 in compensation from the organization 3

Form 990 (2010)

Page 9

Part VIII

Statement of Revenue

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c		103,250
d	Related organizations...1d
e	Government grants (contributions)1e		14,103

f	All other contributions, gifts, grants, and similar amounts not included above1f		7,563,042
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			7,680,395
			Business Code
2a	EDUCATIONAL COURSE		900,099	254,751	254,751
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			254,751
3	Investment income (including dividends, interest
	and other similar amounts).....			111,723			111,723
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			100,000			100,000
		(i) Real	(ii) Personal
6a	Gross Rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	275,533
b	Less: cost or other basis and sales expenses	88,324
c	Gain or (loss)	187,209
d	Net gain or (loss)..........			187,209			187,209
8a	Gross income from fundraising events (not including $ 103,250 of contributions reported on line 1c). See Part IV, line 18 ...
	a		23,250
b	Less: direct expenses ...b		114,611
c	Net income or (loss) from fundraising events..			-91,361			-91,361
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a		1,076
b	Less: cost of goods sold ..b		779
c	Net income or (loss) from sales of inventory..			297	297
Miscellaneous Revenue			Business Code
11a	SHARED COSTS - ASF (501C3)		900,099	18,750			18,750
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			18,750
12	Total revenue. See Instructions....			8,261,764	255,048		326,321

Form 990 (2010)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the U.S. See Part IV, line 21	224,790	224,790
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	245,590	77,621	16,542	151,427
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	1,105,123	572,026	61,546	471,551
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	0
9	Other employee benefits .......	40,856	14,766	22,221	3,869
10	Payroll taxes ...........	221,688	102,055	7,801	111,832
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	65,671	24,591	30,814	10,266
c	Accounting ...........	42,585		42,585
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	171,052			171,052
f	Investment management fees ......	14,093		14,093
g	Other ..........	1,217,838	858,000	231,921	127,917
12	Advertising and promotion ....	0
13	Office expenses .......	8,202	1,538	6,174	490
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	0
17	Travel ............	110,574	74,842	3,962	31,770
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	154,808	99,327	12,854	42,627
20	Interest ...........	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	68,949	213	68,736
23	Insurance ..............	16,213	8,980	3,384	3,849
24	Other expenses. Itemize expenses not covered above. (Expenses grouped together and labeled miscellaneous may not exceed 5% of total expenses shown on line 25 below.)
a	PRINT, MAIL, & POSTAGE	503,629	378,791	6,671	118,167
b	BAD DEBT & RELATED COSTS	327,045			327,045
c	TELEPHONE	16,897	10,130	3,092	3,675
d	DUES, LICENSES & SUBSCRIPTIONS	71,827	48,415	2,663	20,749
e	COURSE EXPENSE	215,518	185,506	799	29,213
f	All other expenses	134,512	73,437	50,265	10,810
25	Total functional expenses. Add lines 1 through 24f	4,977,460	2,755,028	586,123	1,636,309
26	Joint costs. Check here if following SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation	3,008,354	1,809,445	0	1,198,909

Form 990 (2010)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			1,273,854	1	3,746,174
2	Savings and temporary cash investments .......				2
3	Pledges and grants receivable, net .........			5,128,587	3	7,436,756
4	Accounts receivable, net .........			65,384	4	135,184
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........				5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........				6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ............			0	9	129,150
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	872,278
b	Less: accumulated depreciation. .....	10b	472,914	109,188	10c	399,364
11	Investments—publicly traded securities ..........			596,369	11	18,872,325
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 ...........			47,487	15	0
16	Total assets. Add lines 1 through 15 (must equal line 34)...			7,220,869	16	30,718,953
17	Accounts payable and accrued expenses .			61,875	17	415,715
18	Grants payable ..........				18
19	Deferred revenue ..........			5,000	19	110,925
20	Tax-exempt bond liabilities ..........				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				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. Complete Part X of Schedule D.....			417,982	25	865,078
26	Total liabilities. Add lines 17 through 25.....			484,857	26	1,391,718
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			201,775	27	8,637,870
28	Temporarily restricted net assets .....			6,429,237	28	10,931,443
29	Permanently restricted net assets .....			105,000	29	9,757,922
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			6,736,012	33	29,327,235
34	Total liabilities and net assets/fund balances .....			7,220,869	34	30,718,953

Form 990 (2010)

Page 12

Part XI

Reconcilliation of Net Assets

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

Total revenue (must equal Part VIII, column (A), line 12) . . .

8,261,764

Total expenses (must equal Part IX, column (A), line 25) . . . . .

4,977,460

Revenue less expenses. Subtract line 2 from line 1 . . . .

3,284,304

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) . .

6,736,012

Other changes in net assets or fund balances (explain in Schedule O) . . . .

19,306,919

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

29,327,235

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII . . . . . . . . . .

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?..

Were the organization’s financial statements audited by an independent accountant?........

Yes

If “Yes,” to 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O............................

Yes

If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separated basis

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ................

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits. ..

Form 990 (2010)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

The AOPA Foundation Inc

Employer identification number

20-8817225

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

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

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

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

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in

section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. Seesection 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Other

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the the supported organization? ................

11g(i)

(ii) a family member of a person described in (i) above? ......................

11g(ii)

(iii) a 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of support?
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of support?


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2010

Page 2

Part II

Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	175,735	5,706,130	6,474,292	7,680,395	20,036,552
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3..	175,735	5,706,130	6,474,292	7,680,395	20,036,552
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..					4,952,284
6	Public Support. Subtract line 5 from line 4.					15,084,268

Section B. Total Support

Calendar year(or fiscal year beginning in)		(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
7	Amounts from line 4..	175,735	5,706,130	6,474,292	7,680,395	20,036,552
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	10	1,421	1,596	211,723	214,750
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..		100,000	50,001	18,750	168,751
11	Total support (Add lines 7 through 10).					20,420,053

Gross receipts from related activities, etc. (See instructions.) ..................

279,077

First Five Years If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.......................................... right arrow

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f)) .........

Public Support Percentage for 2009 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2010. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ...................... right arrow

33 1/3% support test—2009. If the organization did not check the 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 ..................... right arrow

17a

10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization .................................................. right arrow

10%-facts-and-circumstances test—2009. If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly
supported organization .............................................. right arrow

Private Foundation If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions ................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2010

Page 3

Part III

Support Schedule for Organizations Described in IRC 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public Support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13	Total support (Add lines 9, 10c, 11 and 12.).

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f)) .........

Public support percentage from 2009 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f)) ......

Investment income percentage from 2009 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2010. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... right arrow

33 1/3% support tests—2009. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private Foundation If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2010

Page 4

Part IV

Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2010

Name of organization

The AOPA Foundation Inc

Employer identification number

20-8817225

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ, that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ, that received from any one contributor,
during the year, aggregate contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ, that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not aggregate to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990, or check the box in the heading of its
Form 990-EZ, or on line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2010)

Name of organization The AOPA Foundation Inc
Schedule B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part I
Part I	Contributors (see Instructions)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Name of organization The AOPA Foundation Inc
Schedule B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part II
Part II	Noncash Property (see Instructions)
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Page 1 of 1 of Part III

Name of organization
The AOPA Foundation Inc

Employer identification number

20-8817225

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
aggregating more than $1,000 for the year. (Complete columns (a) through (e) and the following line entry.)
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11, or 12.
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

The AOPA Foundation Inc

Employer identification number

20-8817225

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .......
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) ...
4	Aggregate value at end of year .......

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

Yes No

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

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or pleasure) Preservation of an historically importantly land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a–2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06 ........	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the taxable year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................

Yes No

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

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116, not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116, to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2010

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

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.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

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
1a	Beginning of year balance ....	105,000	105,000
b	Contributions ........	12,241,793		105,000
c	Investment earnings or losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......	12,346,793	105,000	105,000

Provide the estimated percentage of the year end balance held as:

Board designated or quasi-endowment: SchDMd Bullet

20.000 %

Permanent endowment: SchDMd Bullet

80.000 %

Term endowment: SchDMd Bullet

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIV the intended uses of the organization's endowment funds.

Part VI

InvestmentsLand, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of investment		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............
d	Equipment ................	25,552	24,635	917
e	Other .................	846,726	448,279	398,447
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				399,364

Schedule D (Form 990) 2010

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) should equal Form 990, Part X, col.(B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) should equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Amount
Federal Income Taxes		0
CHARITABLE GIFT ANNUITY LIABILITY		860,542
AIRCRAFT RESERVES		4,536







Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		865,078
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2010

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1	8,261,764
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	4,977,460
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	3,284,304
4	Net unrealized gains (losses) on investments ..........................	4	584,617
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV) .................................	8	18,722,302
9	Total adjustments (net). Add lines 4 - 8 .............................	9	19,306,919
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	22,591,223

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	8,395,667
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	584,617
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV): ............	2d	-566,104
e	Add lines 2a through 2d .....................			2e	18,513
3	Subtract line 2e from line 1.....................			3	8,377,154
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIV): ...........	4b	-115,390
c	Add lines 4a and 4b.......................			4c	-115,390
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......			5	8,261,764

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............			1	4,526,746
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV): ............	2d	115,390
e	Add lines 2a through 2d......................			2e	115,390
3	Subtract line 2e from line 1.....................			3	4,411,356
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIV): ............	4b	566,104
c	Add lines 4a and 4b.......................			4c	566,104
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......			5	4,977,460

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
Reconciliation of Revenue and Expense per Audited Financial Statements	Part XII, Line 2d and XIII, Line 4b	Contribution Revenue was offset against Bad Debt Expense and Investment Income was offset against Investment Fees per Audited Financials. The amounts on Part XII, Line 2d and XIII, Line 4b are to reclassify Bad Debt expenses and Investment Fees from Revenue to Expense. Bad Debt Expense = $552,011 and Investment Fee Expense = $14,093. Total $566,104. The adjustment of Part XII, Line 4b and Part XIII, Line 2d related to reclassification of cost of cost of goods sold and fundraising event expenses. Cost of Goods Sold was $779, this amount offset Gross Sales on Line 10b, Page 9, Form 990. Direct Fundraising Event Expenses was $114,611, this amount is offset against Gross Income from Fundraising Events on Line 8b, Page 9, Form 990. Total $115,390
SCHEDULE D, PAGE 2 - PART V, ENDOWMENT FUNDS, LINE 4		ENDOWMENT FUNDS ARE USED TO SUPPORT AOPA FOUNDATION'S MISSION STATEMENT. SEE FORM 990, PART III FOR DETAILED MISSION STATEMENT.
FIN 48 Footnote - SCHEDULE D, PART X-2		The Foundation recognizes or derecognizes tax positions on a "more likely than not" threshold. This applies to positions taken or expected to be taken in a tax return. The Foundation does not believe its financial statements include any uncertain tax positions.
Part XI, Line 8		The $18,722,302 is the Net assets transferred from AOPA Air Safety Foundation (ASF). AOPA Air Safety Foundation and AOPA Foundation merged during the year.

Schedule D (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19,
or if the organization entered more than $15,000 on Form 990-EZ, line 6a.
right arrow

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization
The AOPA Foundation Inc

Employer identification number

20-8817225

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and e-mail solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

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

Yes

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. Form 990-EZ filers are not required to complete this table.

(i) Name and address of individual or entity (fundraiser)	(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
	(ii) Activity	Yes	No	(iv) Gross receipts from activity		(vi) Amount paid to (or retained by) organization
TELEFUND INC	FUNDRAISING		No	409,440	171,052	238,388
Total .................				409,440	171,052	238,388

List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.

AL, AK, AZ, AR, CA, CO, CT, DC, FL, GA, HI, IL, KS, KY, LA, ME, MD, MA, MI, MN, MS, MO, NH, NJ, NM, NY, NC, ND, OH, OK, OR, PA, RI, SC, TN, UT, VA, WA, WV, WI

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2010

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 on Form 990-EZ, line 6a. List events with gross receipts greater than $5,000.

		(a) Event #1 DINNER (event type)	(d) Total Events (Add col. (a) through col. (c))
1	Gross receipts . . .	126,500	126,500
2	Less: Charitable contributions . . .	103,250	103,250
3	Gross income (line 1 minus line 2) . . .	23,250	23,250
4	Cash prizes . . .
5	Non-cash prizes . .
6	Rent/facility costs . .	44,219	44,219
7	Food and beverages . .	36,342	36,342
8	Entertainment . . .	26,866	26,866
9	Other direct expenses .	7,184	7,184
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........		114,611
11	Net income summary. Combine lines 3 and 10 in column (d)............		-91,361

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (Add col. (a) through col. (c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes
	No

	Yes
	No

	Yes
	No

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

Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," Explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," Explain:

Does the organization operate gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ...........................

YesNo

Schedule G (Form 990 or 990-EZ) 2010

Page 3

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

Provide the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

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

Identifier	ReturnReference	Explanation

Schedule G (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
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Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization
The AOPA Foundation Inc

Employer identification number
20-8817225

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) AOPA Membership Publications Inc421 Aviation Way Frederick,MD21701	52-2055960		114,300	The AOPA Flight Training Student Retention Initiative is a long-term industry wide effort designed to increase the percentage of students who earn a pilot certificate. This grant supports AFI's mission to promote, advance and encourage aviation; and to encourage and support the flight training of pilots.
(2) Aircraft Owners & Pilots Association421 Aviation Way Frederick,MD21701	52-0636210	501c4	110,490	For the image and and education campaign for the GA Serves America. The GA Serves America provides an opportunity to increase public awareness and appreciation of General Aviation and the contribution to the economy and social fabric of the nation. This grant supports AFI's mission by educating the public and users of the national air transportation system to the value and importance of general aviation to the national air transportation system.

Enter total number of section 501(c)(3) and government organizations ......................... Bullet Image

Enter total number of other organizations ................................ . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2010

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
Part I, Line 2		The AOPA Foundation (Foundation) has written procedures for requesting funding. The request for funding must conform to, and foster the purposes set forth in the Foundation's Articles of Incorporation. All organizations awarded grants by the Foundation must complete and return, upon completion of the project, a final report detailing and accounting for how the grant funds were spent. Grant funds may only be spent in furtherance of the project documented on the grant application. Final reports should be as complete as possible and include receipts of items purchased with grant funds. Any unused funds must be returned.
AMPI - Grant	Schedule J - Part II	The AOPA Flight Training Student Retention Initiative is a long-term industry wide effort designed to increase the percentage of students who earn a pilot certificate. This grant supports AFI's mission to promote, advance and encourage aviation; and to encourage and support the flight training of pilots.
AOPA - Grant	Schedule J - Part II	For the image and and education campaign for the GA Serves America. The GA Serves America provides an opportunity to increase public awareness and appreciation of General Aviation and the contribution to the economy and social fabric of the nation. This grant supports AFI's mission by educating the public and users of the national air transportation system to the value and importance of general aviation to the national air transportation system.

Schedule I (Form 990) 2010

Additional Data

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Software Version:

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Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

The AOPA Foundation Inc

Employer identification number

20-8817225

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement orprovision of all the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ....

Yes

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations 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? ...............

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? ........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 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 III.

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 III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

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 Regs. section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2010

Page 2

Part II

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

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line 1a.

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported in prior Form 990 or Form 990-EZ
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
(1) Roger C Myers Jr	(i) (ii)	218,334	81,000	8,397	94,170	13,217	415,118
(2) Craig L Fuller	(i) (ii)	508,982	250,000	45,670	38,868	9,796	853,316
(3) Harvey Cohen	(i) (ii)	46,725 155,039	50,274	2,874 9,630	31,040 10,522	2,866 11,054	83,505 236,519
(4) Philip B Boyer	(i) (ii)			658,455	225,000		883,455	525,000
(5) Bruce Landsberg	(i) (ii)	59,392 197,082	77,263	2,234 15,339	61,760 13,023	2,631 8,771	126,017 311,478
(6) Dan Faoro	(i) (ii)	28,187 118,744	9,000	59 246	1,907 12,827	2,688 8,959	32,841 149,776
(7) Karen Gebhart	(i) (ii)	153,645	76,180	101,547	12,789		344,161

Schedule J (Form 990) 2010

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
PART I, LINE 1A		Certain directors and officers received first class air travel, and travel for companions. It is the Organization's policy to treat the above items as taxable compensation and report the applicable amounts to the IRS on Form W-2 or Form 1099-Misc. for the applicable tax year.
PART I, LINE 4A		During 2010, one listed person on this return, Karen Gebhart, received severance payment(s) in the amount of $90,385.
PART II, COMPENSATION INFORMATION		THE COMPENSATION LEVELS AND SALARY RANGES FOR OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION ARE ESTABLISHED BASED ON COMPETITIVE MARKET DATA OBTAINED THROUGH PERIODIC SALARY SURVEYS PERFORMED BY OUTSIDE COMPENSATION EXPERTS ENGAGED BY THE ORGANIZATION. THESE SURVEYS PROVIDE GUIDANCE FOR ESTABLISHING REASONABLE COMPENSATION RATES AS COMPARED TO COMPENSATION PAID BY SIMILARLY SITUATED ORGANIZATIONS FOR POSITIONS OF SIMILAR SCOPE OF RESPONSIBILITY. ALL POSITIONS ARE EVALUATED AND PLACED IN THE APPROPRIATE GRADES/SALARY RANGES. AN INDIVIDUAL EMPLOYEE'S SALARY, WITHIN THEIR ASSIGNED RANGE, VARIES DEPENDING PRIMARILY UPON EXPERIENCE AND PERFORMANCE. THE ORGANIZATION HAS ADOPTED A "PAY FOR PERFORMANCE" PHILOSOPHY ALLOWING MANAGERS TO AWARD MERIT INCREASES BASED ON AN INDIVIDUAL'S PERFORMANCE AGAINST PRE-ESTABLISHED GOALS. THE ORGANIZATION'S ANNUAL MERIT INCREASE BUDGET IS APPROVED BY THE BOARD OF TRUSTEES BASED ON MARKET SURVEYS. OFFICERS AND KEY EMPLOYEES ALSO PARTICIPATE IN THE ORGANIZATION'S INCENTIVE PAY PROGRAM. TARGET INCENTIVE PAY AMOUNTS, AS A PERCENTAGE OF BASE SALARY, ARE ESTABLISHED BASED ON THE PARTICIPANT'S POSITION. THE ACTUAL INCENTIVE PAY AWARDED IS PROPOSED BY THE EXECUTIVE MANAGEMENT TEAM AND THE PRESIDENT BASED ON THEIR ASSESSMENT OF THE PARTICIPANT'S INDIVIDUAL PERFORMANCE AND THAT OF THE ORGANIZATION AGAINST PRE-ESTABLISHED GOALS. THE BOARD OF TRUSTEES AND COMPENSATION COMMITTEE REVIEW AND MAKE A FINAL DETERMINATION AS TO THE ACTUAL INCENTIVE AWARDS PAID TO PARTICIPANTS. ALL PERSONS MENTIONED ABOVE DO NOT PARTICIPATE IN THE DELIBERATION OF THEIR COMPENSATION ARRANGEMENT. THE DELIBERATIONS AND DECISIONS OF THESE COMPENSATION ARRANGEMENTS ARE MAINTAINED IN CONTEMPORANEOUS DOCUMENTATION WITH OUR HUMAN RESOURCES DEPARTMENT. During 2010, the following participated in a 457F deferred compensation Plan with the following amounts which are included on Schedule J, Part II, Column C: Phil Boyer = $225,000, Harvey Cohen = $20,250, Bruce Landsberg = $51,508 and Roger Myers = $67,500. Phil Boyer received distributions of $658,455 from 457F plan and included on Schedule J, Part II, Column B(iii). The 457F Plan is a deferred compensation plan where the employer makes annual contributions over several years, determined by participant's years of service. AOPA is the owner of the 457F funds until the participant(s) become vested on a specific date. There were several listed individuals on Schedule J whose compensation and/or benefits changed due to the following: -Phil Boyer, former president: received payment from a retirement plan for his years of service in the amount of $658,455. As shown in column F, $525,000 of that distribution amount was recognized in column c in previous years. -Craig Fuller, president: compensation and/or benefits increased by 46% due to earning a bonus payment for 2009 performance paid in 2010 compared to none paid in 2009.

Schedule J (Form 990) 2010

Additional Data

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Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

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 lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

The AOPA Foundation Inc

Employer identification number

20-8817225

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2010

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) JOHN YODICE	SECRETARY/GENERAL COUNSEL	52,687	CORPORATE LEGAL COUNSEL		No

Part V

Supplemental Information

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

Identifier	Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

The AOPA Foundation Inc

Employer identification number

20-8817225

Identifier	Return Reference	Explanation
PART III, LINE 3 AND PART XI, LINE 5 - MERGER		ON SEPTEMBER 30, 2010, THE AOPA FOUNDATION, INC. MERGED WITH A RELATED ORGANIZATION, SECTION 501(C)(3) PUBLIC CHARITY, AOPA AIR SAFETY FOUNDATION (EIN 52-6042953). ALL ASSETS OF AOPA AIR SAFETY FOUNDATION WERE TRANSFERRED AT THIS TIME. THE PROGRAM SERVICE ACTIVITIES PREVIOUSLY CONDUCTED BY AOPA AIR SAFETY FOUNDATION ARE NOW CONDUCTED BY THE AOPA FOUNDATION, INC.
Part VI, Section A, Line 6		The AOPA Foundation's Bylaws state the members shall be those persons who, from time to time, constitute the Board of Trustees of Aircraft Owners & Pilots Association, a non profit New Jersey corporation. Whenever any person shall cease to be a member of the Board of Trustees of said Association, for any reason, he shall contemporaneously cease to be a member of this Foundation, and his successor upon the Board of Trustees of said Association shall forthwith become a member of this Foundation. No member of the Foundation shall have any right or interest in or to the property or assets of the Foundation, but such property and assets shall at all times be devoted to the purposes and objects stated in the Certificate of Incorporation. Each member of the Foundation shall be entitled to one vote at any annual or special meeting of the members of the Foundation. The Board of Trustees may at any time appoint from among its members such committees as the Board may deem advisable, to perform such functions as the Board shall designate. The officers of the Foundation shall be elected by the Board of Trustees to serve at the will of the Board of Trustees. The officers of the Foundation shall consist of the following: President, Vice President, Secretary, and Treasurer. The Board of Trustees may also appoint one or more Assistant Secretaries or Assistant Treasurers. The Board of Trustees in its discretion may leave unfilled any office except the offices of the Secretary and Treasurer and one of the offices of President or Vice President. One person may hold more than one office, except that the President and Secretary may not be the same person. The officers shall be elected at any meeting of the Board of Trustees. The officers so elected at any such meeting shall take office immediately and shall hold office at the will of the Board of Directors.
Part VI, Section B, Line 11a&b		THE FORM 990 RETURN IS REVIEWED BY OUR OUTSIDE TAX ACCOUNTING FIRM, GRANT THORNTON LLP, AND BY APPROPRIATE INTERNAL AOPA STAFF BEFORE IT IS SENT TO OUR BOARD OF TRUSTEES FOR REVIEW. THE BOARD HAS AN OPPORTUNITY TO MAKE ANY COMMENTS/RECOMMENDATIONS BEFORE RETURN IS FILED.
Part VI, Section B, Line 12c		THE AOPA FOUNDATION'S BOARD HAS A WRITTEN CONFLICT OF INTEREST POLICY. THE CONFLICT OF INTEREST POLICY REQUIRES PERSONS COVERED (OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES) TO ANNUALLY DISCLOSE AND UPDATE, ON A STANDARD FORM, TO THE SECRETARY/LEGAL COUNSEL AND/OR SENIOR VP OF HUMAN RESOURCES INTERESTS THAT COULD GIVE RISE TO CONFLICT(S). SECRETARY/LEGAL COUNSEL REVIEWS THE ANNUAL DISCLOSURES BY THE BOARD MEMBERS AND THE PRESIDENT. THE SENIOR VP OF HUMAN RESOURCES REVIEWS THE ANNUAL DISCLOSURES BY THE OFFICERS, AND KEY EMPLOYEES. ANY PROPOSED AND/OR ONGOING TRANSACTIONS FLAGGED AS POTENTIALLY CONFLICTING WILL BE MONITORED BY THE PRESIDENT AND CFO AND DISCLOSED TO THE BOARD. THIS POLICY IS DOCUMENTED AND MADE AVAILABLE TO EMPLOYEES VIA COMPANY INTRANET. NEW EMPLOYEES, WHO ARE COVERED BY THIS POLICY, RECEIVE A HARD COPY OF THE POLICY AND A DISCLOSURE FORM AT THE OUTSET OF THEIR EMPLOYMENT.
Part VI, Section B, Line 15		THE COMPENSATION FOR THE PRESIDENT IS SET BY THE BOARD OF TRUSTEES AND COMPENSATION COMMITTEE AND CONTRACTUALLY CONFIRMED THROUGH AN EMPLOYMENT AGREEMENT BETWEEN THE BOARD AND THE INCUMBENT. THE BASE SALARY FOR THIS POSITION MAY BE ADJUSTED BY THE BOARD FROM TIME TO TIME AT ITS SOLE DISCRETION. THE PRESIDENT IS ALSO CONSIDERED ANNUALLY BY THE BOARD FOR AN INCENTIVE BONUS WHICH IS A TARGET PERCENT OF BASE SALARY. THE ACTUAL BONUS PAID IS DETERMINED BY THE BOARD BASED ON ITS ASSESSMENT OF THE PRESIDENT'S PERFORMANCE AND THAT OF THE ORGANIZATION AGAINST APPROPRIATE GOALS SET BY THE COMPENSATION, ORGANIZATION, AND HUMAN RESOURCES COMMITTEE AND THE PRESIDENT. PERIODIC INDEPENDENT REVIEWS OF THE PRESIDENT'S COMPENSATION ARE CONDUCTED BY OUTSIDE COMPENSATION EXPERTS TO ENSURE THAT THE COMPENSATION PAID IS REASONABLE BASED ON APPROPRIATE DATA AS TO COMPARABILITY OF COMPENSATION PAID BY SIMILAR ORGANIZATIONS FOR POSITIONS OF SIMILAR SCOPE OF RESPONSIBILITY. THE COMPENSATION LEVELS AND SALARY RANGES FOR OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION ARE ESTABLISHED BASED ON COMPETITIVE MARKET DATA OBTAINED THROUGH PERIODIC SALARY SURVEYS PERFORMED BY OUTSIDE COMPENSATION EXPERTS ENGAGED BY THE ORGANIZATION. THESE SURVEYS PROVIDE GUIDANCE FOR ESTABLISHING REASONABLE COMPENSATION RATES AS COMPARED TO COMPENSATION PAID BY SIMILARLY SITUATED ORGANIZATIONS FOR POSITIONS OF SIMILAR SCOPE OF RESPONSIBILITY. ALL POSITIONS ARE EVALUATED AND PLACED IN THE APPROPRIATE GRADES/SALARY RANGES. AN INDIVIDUAL EMPLOYEE'S SALARY, WITHIN THEIR ASSIGNED RANGE, VARIES DEPENDING PRIMARILY UPON EXPERIENCE AND PERFORMANCE. THE ORGANIZATION HAS ADOPTED A "PAY FOR PERFORMANCE" PHILOSOPHY ALLOWING MANAGERS TO AWARD MERIT INCREASES BASED ON AN INDIVIDUAL'S PERFORMANCE AGAINST PRE-ESTABLISHED GOALS. THE ORGANIZATION'S ANNUAL MERIT INCREASE BUDGET IS APPROVED BY THE BOARD OF TRUSTEES BASED ON MARKET SURVEYS. OFFICERS AND KEY EMPLOYEES ALSO PARTICIPATE IN THE ORGANIZATION'S INCENTIVE PAY PROGRAM. TARGET INCENTIVE PAY AMOUNTS, AS A PERCENTAGE OF BASE SALARY, ARE ESTABLISHED BASED ON THE PARTICIPANT'S POSITION. THE ACTUAL INCENTIVE PAY AWARDED IS PROPOSED BY THE EXECUTIVE MANAGEMENT TEAM AND THE PRESIDENT BASED ON THEIR ASSESSMENT OF THE PARTICIPANT'S INDIVIDUAL PERFORMANCE AND THAT OF THE ORGANIZATION AGAINST PRE-ESTABLISHED GOALS. THE BOARD OF TRUSTEES AND COMPENSATION COMMITTEE REVIEW AND MAKE A FINAL DETERMINATION AS TO THE ACTUAL INCENTIVE AWARDS PAID TO PARTICIPANTS. ALL PERSONS MENTIONED ABOVE DO NOT PARTICIPATE IN THE DELIBERATION OF THEIR COMPENSATION ARRANGEMENT. THE DELIBERATIONS AND DECISIONS OF THESE COMPENSATION ARRANGEMENTS ARE MAINTAINED IN CONTEMPORANEOUS DOCUMENTATION WITH OUR HUMAN RESOURCES DEPARTMENT.
PART VI, SECTION B, LINE 16B		The organization does have a written management policy to evaluate all contracts & agreements, to ensure that all contract and joint venture arrangements are in accordance with federal, state and local laws and related regulations. In addition, all contracts and joint venture agreements are required to be reviewed by the organizations general counsel. The organization is currently working towards executing a Board approved Joint Venture policy in 2011 that will be compliant with Internal Revenue Services Best Practices.
Part VI, Section C. Disclosure, Line 19		THE ORGANIZATION DOES MAKE AVAILABLE ITS CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS, FORM 990 RETURNS, AND FORM 1023 TO THE GENERAL PUBLIC ALTHOUGH IT DOES NOT MAKE AVAILABLE ITS GOVERNING DOCUMENTS EXCEPT TO THE EXTENT REQUIRED BY LAW. THE PUBLIC CAN RECEIVE COPIES BY CONTACTING THE ORGANIZATION'S HEADQUARTERS. COPIES OF THE RETURNS CAN BE OBTAINED AT WWW.GUIDESTAR.ORG.
PART VII, HOURS WORKED FOR THE AOPA FOUNDATION, INC.		ROGER C. MYERS, JR. AND CRAIG L. FULLER ARE BOTH FULL-TIME EMPLOYEES OF AIRCRAFT OWNERS & PILOTS ASSOCIATION (AOPA), A RELATED, SECTION 501(C)(4) ORGANIZATION (EIN 52-0636210). THEY DEVOTE SOME OF THEIR (40+ HOURS/WEEK) POSITION AT AOPA TO WORK FOR THE AOPA FOUNDATION, INC.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

The AOPA Foundation Inc

Employer identification number

20-8817225

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

(a) Name, address, and EIN of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) Aircraft Owners & Pilots Association 421 Aviation Way Frederick,MD21701 52-0636210	Membership	NJ	4	N/A	NA
(2) AOPA Air Safety Foundation 421 Aviation Way Frederick,MD21701 52-6042953	Charitable	DE	3	7	NA

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

Cat. No. 50135Y

Schedule R (Form 990) 2010

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership

Schedule R (Form 990) 2010

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III or IV.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Sale of assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Lease of facilities, equipment, or other assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Performance of services or membership or fundraising solicitations for other organization(s) . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations by other organization(s) . . . . . . . . . . . . . . . . . . . . . .

m Sharing of facilities, equipment, mailing lists, or other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of paid employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

o Reimbursement paid to other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid by other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Other transfer of cash or property to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved
(1) AIRCRAFT OWNERS & PILOTS ASSOCIATION	B	110,490
(2) AIRCRAFT OWNERS & PILOTS ASSOCIATION	M,N,O	4,249,424
(3) AIRCRAFT OWNERS & PILOTS ASSOCIATION	R	651,028
(4)
(5)
(6)

Schedule R (Form 990) 2010

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Are all partners section 501(c)(3) organizations?		(e) Share of end-of-year assets	(f) Disproprtionate allocations?		(g) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(h) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(e) Share of end-of-year assets	Yes	No	(g) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2010

Page 5

Part VII

Supplemental Information

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

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version: