NFLPA 2011 Final LM-2

Return

U.S. Department of LaborEmployment Standards

AdministrationOffice of Labor-

Management StandardsWashington, DC 20210

FORM LM-2 LABOR ORGANIZATION ANNUAL

REPORTForm Approved

Office of Managementand Budget

No. 1245-0003Expires: 10-31-2013

MUST BE USED BY LABOR ORGANIZATIONS WITH$250,000 OR MORE IN TOTAL ANNUAL RECEIPTSAND LABOR ORGANIZATIONS IN TRUSTEESHIP

This report is manadatory under P.L. 86-257, as amended. Failure to comply may result in criminalprosecution, fines, or civil penalties as provided by 29 U.S.C. 439 or 440.

READ THE INSTRUCTIONS CAREFULLY BEFORE PREPARING THIS REPORT.

For OfficialUse Only

1. FILE NUMBER065-533

2. PERIOD COVERED

From 03/01/2011

Through 03/11/2011

3. (a) AMENDED - Is this an amended report: No

(b) HARDSHIP - Filed under the hardship procedures: No

(c) TERMINAL - This is a terminal report: Yes

4. AFFILIATION OR ORGANIZATION NAMEPROFESSIONAL ATHLETES, FED, AFL-CIO

5. DESIGNATION (Local, Lodge,etc.)FEDERATION

6. DESIGNATIONNBR

7. UNIT NAME (if any)NFL PLAYERS ASSOCIATION

8. MAILING ADDRESS (Type or print in capital letters)

First NameDEMAURICE

Last NameSMITH

P.O Box - Building and Room Number6TH FLOOR

Number and Street1133 20TH STREET, NW

CityWASHINGTON

StateDC

ZIP Code + 420036

9. Are your organization's records kept at its mailingaddress?

Yes

Each of the undersigned, duly authorized officers of the above labor organization, declares, underpenalty of perjury and other applicable penalties of law, that all of the information submitted in thisreport (including information contained in any accompanying documents) has been examined by thesignatory and is, to the best of the undersigned individual's knowledge and belief, true, correct andcomplete (See Section V on penalties in the instructions.)

26.SIGNED:

Kevin Mawae PRESIDENT27.SIGNED:

DeMaurice F Smith TREASURER

Date: Apr 08, 2011ContactInfo:

202-756-9100 Date: Apr 08, 2011ContactInfo:

202-756-9100

Form LM-2 (Revised 2010)

ITEMS 10 THROUGH 21 FILE NUMBER: 065-533

10. During the reporting period did the labororganization create or participate in theadministration of a trust or a fund ororganization, as defined in the instructions,which provides benefits for members orbeneficiaries?

Yes

11(a). During the reporting period did the labororganization have a political action committee(PAC) fund?

No

11(b). During the reporting period did the labororganization have a subsidiary organization asdefined in Section X of these Instructions?

Yes

12. During the reporting period did the labororganization have an audit or review of itsbooks and records by an outside accountantor by a parent body auditor/representative?

No

13. During the reporting period did the labororganization discover any loss or shortage offunds or other assets? (Answer "Yes" even ifthere has been repayment or recovery.)

No

14. What is the maximum amount recoverableunder the labor organization's fidelity bond fora loss caused by any officer, employee oragent of the labor organization who handledunion funds?

$500,000

15. During the reporting period did the labororganization acquire or dispose of any assetsin a manner other than purchase or sale?

No

16. Were any of the labor organization'sassets pledged as security or encumbered inany way at the end of the reporting period?

Yes

17. Did the labor organization have anycontingent liabilities at the end of the reportingperiod?

Yes

18. During the reporting period did the labororganization have any changes in itsconstitution or bylaws, other than rates ofdues and fees, or in practices/procedureslisted in the instructions?

Yes

19. What is the date of the labororganization's next regular election of officers?

20. How many members did the labororganization have at the end of the reportingperiod?

0

21. What ar the labor organization's rates of dues andfees?

Rates of Dues and Fees

Dues/Fees Amount Unit Minimum Maximum

(a) RegularDues/Fees

. per . . .

(b) WorkingDues/Fees

per

(c) Initiation Fees per

(d) Transfer Fees per

(e) Work Permits per


STATEMENT A - ASSETS AND LIABILITIES FILE NUMBER: 065-533

ASSETS

ASSETSScheduleNumber

Start of ReportingPeriod(A)

End of Reporting Period(B)

22. Cash $142,363,097 $134,932,854

23. Accounts Receivable 1 $11,957,559 $12,777,857

24. Loans Receivable 2 $516,154 $514,220

25. U.S. Treasury Securities $28,371,302 $28,648,923

26. Investments 5 $58,589,527 $57,980,867

27. Fixed Assets 6 $55,099,047 $55,214,824

28. Other Assets 7 $16,667,609 $16,712,768

29. TOTAL ASSETS $313,564,295 $306,782,313

LIABILITIES

LIABILITIESScheduleNumber

Start of ReportingPeriod(A)

End of Reporting Period(B)

30. Accounts Payable 8 $10,565,862 $9,328,381

31. Loans Payable 9 $0

32. Mortgages Payable $18,401,408 $18,267,055

33. Other Liabilities 10 $80,748,536 $80,830,484

34. TOTAL LIABILITIES $109,715,806 $108,425,920

35. NET ASSETS $203,848,489 $198,356,393


STATEMENT B - RECEIPTS AND DISBURSEMENTS FILE NUMBER: 065-533

CASH RECEIPTS SCH AMOUNT

36. Dues and Agency Fees $0

37. Per Capita Tax $0

38. Fees, Fines, Assessments, WorkPermits $0

39. Sale of Supplies $0

40. Interest $139,393

41. Dividends $0

42. Rents $105,777

43. Sale of Investments and FixedAssets

3 $663,997

44. Loans Obtained 9

45. Repayments of Loans Made 2 $2,206

46. On Behalf of Affiliates for Transmittalto Them $0

47. From Members for Disbursement onTheir Behalf $0

48. Other Receipts 14 $1,623,295

49. TOTAL RECEIPTS $2,534,668

CASH DISBURSEMENTS SCH AMOUNT

50. Representational Activities 15 $6,331,674

51. Political Activities and Lobbying 16 $0

52. Contributions, Gifts, and Grants 17 $1,500

53. General Overhead 18 $2,619,564

54. Union Administration 19 $227,376

55. Benefits 20 $39,420

56. Per Capita Tax $0

57. Strike Benefits $0

58. Fees, Fines, Assessments, etc. $0

59. Supplies for Resale $0

60. Purchase of Investments and FixedAssets

4 $710,645

61. Loans Made 2 $272

62. Repayment of Loans Obtained 9

63. To Affiliates of Funds Collected onTheir Behalf $195

64. On Behalf of Individual Members $0

65. Direct Taxes $34,265

66. Subtotal $9,964,911

67. Withholding Taxes and PayrollDeductions

67a. Total Withheld $180,104

67b. Less TotalDisbursed

$180,104

67c. Total Withheld But Not Disbursed

68. TOTAL DISBURSEMENTS $9,964,911


SCHEDULE 1 - ACCOUNTS RECEIVABLE AGING SCHEDULE FILE NUMBER: 065-533

Entity or Individual Name(A)

Total AccountReceivable

(B)

90-180Days

Past Due(C)

180+ DaysPast Due

(D)

LiquidatedAccount

Receivable(E)

Totals from all other accounts receivable $11,497,422 $0

TOTALS (Column (B) Total will be automatically entered in Item23, Column (B))

$12,777,857 $271,069 $523,368 $0

Pepco $6,860 $6,860

CSC LLC $46,202 $46,202

For Eyes $13,365 $13,365

Humongous $58,295 $58,295

Gracelyn $137,500 $137,500

MVP Collection $67,500 $67,500

Pro Specialties Group $21,433 $9,673

TC Digital Games $50,000 $42,500

Fundex Games $5,000 $5,000

Upper Deck $874,280 $213,896 $193,646


SCHEDULE 2 - LOANS RECEIVABLE FILE NUMBER: 065-533

List below loans to officers, employees, or memberswhich at any time during the reporting periodexceeded $250 and list all loans to business

enterprises regarless of amount.(A)

LoansOutstanding

atStart ofPeriod(B)

LoansMadeDuringPeriod(C)

Cash(D)(1)

Other ThanCash(D)(2)

LoansOutstanding

atEnd of Period

(E)

Total of loans not listed above

Total of all lines $516,154 $272 $2,206 $0 $514,220

Totals will be automatically entered in...Item 24

Column (A)Item 61 Item 45 Item 69

withExplanation

Item 24Column (B)

Name: FOCUS (TENANT)Purpose: FINANCIAL ASSISTANCESecurity: NONETerms: 24 month amortization @ 8%

$11,451 $11,451

Name: SPERDUTO LAW FIRM, PLC (TENANTPurpose: TENANT IMPROVEMENTSSecurity: NONETerms: 10 year amortization @ 8%

$48,721 $412 $48,309

Name: I GORMAN (TENANT)Purpose: FINANCIAL ASSISTANCESecurity: NONETerms: 36 month amortization @ 8%

$43,477 $1,794 $41,683

Name: NFL COACHES ASSOCIATIONPurpose: FINANCIAL ASSISTANCESecurity: NONETerms: ON DEMAND

$412,505 $272 $412,777


SCHEDULE 3 - SALE OF INVESTMENTS AND FIXED ASSETS FILE NUMBER: 065-533

Description (if land or buildings give location)(A)

Cost(B)

Book Value(C)

Gross Sales Price(D)

Amount Received(E)

Total of all lines $1,351,478 $1,365,610 $1,382,767 $1,382,767

OTHER SECURITIES $1,227,800 $1,240,104 $1,257,261 $1,257,261

U.S. TREASURIES $123,678 $125,506 $125,506 $125,506

14. LessReinvestments

$718,770

(Net Sales total will automatically entered in Item 43) 15. Net Sales $663,997


SCHEDULE 4 - PURCHASE OF INVESTMENTS AND FIXED ASSETS FILE NUMBER: 065-533

Description (if land or buildings, give location)(A)

Cost(B)

Book Value(C)

Cash Paid(D)

Total of all lines $1,429,415 $1,429,415 $1,429,415

BUILDING AND IMPROVEMENTS $115,777 $115,777 $115,777

U.S. TREASURY SECURITIES $401,299 $401,299 $401,299

OTHER SECURITIES $912,339 $912,339 $912,339

14. LessReinvestments

$718,770

(Net Purchases total will automatically entered in Item 60) 15. Net Purchases $710,645


SCHEDULE 5 - INVESTMENTS FILE NUMBER: 065-533

Description(A)

Amount(B)

Marketable Securities

1. Total Cost $33,395,583

2. Total Book Value $33,395,583

3. List each marketable security which has a book value over $5000 and exceeds 5% of Line 2.

Other Investments

4. Total Cost $24,878,483

5. Total Book Value $24,585,284

6. List each other investment which has a book value over $5,000 and exceeds 5% of Line 5. Also, list each subsidiary for which separate reports are attached.

AFL-CIO HOUSING INVESTMENT TRUST $24,096,859

7. Total of Lines 2 and 5 (Total will be automatically entered in Item 26, Column(B)) $57,980,867


SCHEDULE 6 - FIXED ASSETS FILE NUMBER: 065-533

Description(A)

Cost or OtherBasis(B)

TotalDepreciation or

AmountExpensed

(C)

Book Value(D)

Value(E)

1. 1133 20TH STREET NW, WASHINGTON DC $13,497,835 $13,497,835 $13,497,835

3. 1133 20TH STREET NW, WASHINGTON DC $47,543,345 $8,960,685 $38,582,660 $38,582,660

5. Automobiles and Other Vehicles

6. Office Furniture and Equipment $2,746,284 $1,543,205 $1,203,079 $1,203,079

7. Other Fixed Assets $5,514,423 $3,583,173 $1,931,250 $1,931,250

8. Totals of Lines 1 through 7 (Column(D)Total will be automatically entered in Item 27,Column(B))

$69,301,887 $14,087,063 $55,214,824 $55,214,824


SCHEDULE 7 - OTHER ASSETS FILE NUMBER: 065-533

Description(A)

Book Value(B)

Total Other Assets (Total will be automatically entered in Item 28, Column(B)) $16,712,768

PREPAID MEETING EXPENSE $1,006,592

PREPAID INSURANCE $396,179

OTHER PREPAID EXPENSES $343,859

INVENTORY MERCHANDISE $75,908

DEFERRED INCOME TAXES $4,407,961

SECURITY DEPOSITS $148,861

ORGANIZATIONAL FEES $6,644

DEFERRED COMPENSATION $1,692,611

LEASEHOLD IMPROVEMENTS $744,691

CAPITALIZED INTEREST $94,877

PREPAID RENT $506,911

DUE FROM BROKER FOR SECURITIES SOLD $17,614

GRANTOR TRUST $1,791,882

PREPAID TAXES $5,478,178


SCHEDULE 8 - ACCOUNTS PAYABLE AGING SCHEDULE FILE NUMBER: 065-533

Entity or Individual Name(A)

Total AccountPayable

(B)

90-180 DaysPast Due

(C)

180+ Days PastDue(D)

LiquidatedAccount

(E)

Total from all other accounts payable $9,328,381 $0 $0 $0

Total Accounts Payable (Column(B) Total will beautomatically entered in Item 30, Column(D))

$9,328,381 $0 $0 $0


SCHEDULE 9 - LOANS PAYABLE FILE NUMBER: 065-533

Source of Loans Payable at AnyTime During the Reporting Period

(A)

Loans Owed atStart of Period

(B)

LoansObtained

During Period(C)

RepaymentDuring Period

Cash(D)(1)

RepaymentDuring Period

Other Than Cash(D)(1)

Loans Owed atEnd of Period

(E)

Total Loans Payable $0 $0 $0 $0 $0

Totals will be automaticallyentered in...

Item 31Column (C)

Item 44 Item 62 Item 69with Explanation

Item 31Column (D)


SCHEDULE 10 - OTHER LIABILITIES FILE NUMBER: 065-533

Description(A)

Amount at End ofPeriod(B)

Total Other Liabilities (Total will be automatically entered in Item 33, Column(D)) $80,830,484

ROYALTIES DUE PLAYERS $30,110,854

DUE TO PLAYERS- DUES LOCKOUT FUND $45,544,639

ACCRUED DUES REBATE PAYABLE $631,311

DEFERRED COMPENSATION $3,484,493

DEFERRED RENT/SECURITY DEPOSITS $114,647

ACCRUED PENSION LIABILITY $144,278

INCOME TAX PAYABLE $435,090

MINORITY INTEREST $365,172


SCHEDULE 11 - ALL OFFICERS AND DISBURSEMENTS TO OFFICERS FILE NUMBER: 065-533

(A)Name

(B)Title

(C)Status

(D)Gross SalaryDisbursements(before anydeductions)

(E)AllowancesDisbursed

(F)Disbursementsfor OfficialBusiness

(G)Other

Disbursementsnot reported in(D) thru (F)

(H)TOTAL

ABC

DEMAURICE SMITHEXECUTIVE DIRECTORC

$55,385 $2,960 $58,345

ISchedule 15RepresentationalActivities

100%

Schedule 16PoliticalActivities andLobbying

Schedule 17Contributions

Schedule 18GeneralOverhead

Schedule 19Administration

ABC

KEVIN MAWAEPRESIDENTC

$560 $560


100%





ABC

CHARLIE BATCHVICE PRESIDENTC

$1,380 $4,500 $5,880


100%





ABC

DREW BREESVICE PRESIDENTC

$740 $167,500 $168,240


100%





ABC

BRIAN DAWKINSVICE PRESIDENTC

$740 $740


100%





ABC

DOMONIQUE FOXWORTHVICE PRESIDENTC

$550 $550


100%





ABC

SCOTT FUJITAVICE PRESIDENTC

$740 $740

(A)Name

(B)Title

(C)Status




(G)Other


(H)TOTAL


100%





ABC

SEAN MOREYVICE PRESIDENTC

$1,470 $1,470


100%





ABC

TONY RICHARDSONVICE PRESIDENTC

$1,380 $1,380


100%





ABC

JEFF SATURDAYVICE PRESIDENTC

$1,480 $1,480


100%





ABC

MIKE VRABELVICE PRESIDENTC

$750 $750


100%





ABC

BRIAN WATERSVICE PRESIDENTC

$1,110 $1,110


100%





Total Officer Disbursements $55,385 $0 $13,860 $172,000 $241,245

Less Deductions $24,289

Net Disbursements $216,956


SCHEDULE 12 - DISBURSEMENTS TO EMPLOYEES FILE NUMBER: 065-533

(A)Name

(B)Title

(C)Other Payer




(G)Other


(H)TOTAL

ABC

CLARK GAINESASST EXECUTIVE DIRECTORNONE

$16,558 $500 $2,298 $0 $19,356


100%


0 %Schedule 17Contributions

0 %Schedule 18GeneralOverhead

0 %Schedule 19Administration

0 %

ABC

HEATHER MCPHEEASSOCIATE GENERAL COUNSELNONE

$11,538 $400 $0 $0 $11,938


100%





0 %

ABC

IRA FISHMANMANAGING DIRECTORNONE

$23,077 $0 $0 $0 $23,077


100%





0 %

ABC

RICHARD BERTHELSENGENERAL COUNSELNONE

$28,846 $500 $3,296 $0 $32,642


100%





0 %

ABC

THOMAS DEPASOASSOCIATE GENERAL COUNSELNONE

$16,356 $500 $177 $0 $17,033


100%





0 %

ABC

TIM ENGLISHSTAFF COUNSELNONE

$13,401 $400 $0 $0 $13,801


100%





0 %

ABC

AHMAD NASSARASSOCIATE GENERAL COUNSELNONE

$10,385 $400 $0 $0 $10,785

(A)Name

(B)Title

(C)Other Payer




(G)Other


(H)TOTAL


0 %




100%


0 %

ABC

KEITH GORDONPRESIDENT, NFL PLAYERSNONE

$8,654 $500 $5,711 $14,865





100%


ABC

MICHELE YARAS-DAVISDIRECTOR, BENEFITSNONE

$9,818 $400 $725 $10,943


100%





TOTALS RECEIVED BY EMPLOYEESMAKING LESS THAN $10000

$302,317 $8,150 $27,025 $337,492


50%

Schedule 16Political Activities andLobbying



25%


25%

Total Employee Disbursements $440,950 $11,750 $39,232 $0 $491,932

Less Deductions $155,815

Net Disbursements $336,117


SCHEDULE 13 - MEMBERSHIP STATUS FILE NUMBER: 065-533

Category of Membership(A)

Number(B)

Voting Eligibility(C)

Members 0

Agency Fee Payers*

Total Members/Fee Payers 0

*Agency Fee Payers are not considered members of the labor organization.


DETAILED SUMMARY PAGE - SCHEDULES 14 THROUGH 19 FILE NUMBER: 065-533

SCHEDULE 14 OTHER RECEIPTS

1. Named Payer Itemized Receipts $1,584,583

2. Named Payer Non-itemized Receipts $0

3. All Other Receipts $38,712

4. Total Receipts $1,623,295

SCHEDULE 17 CONTRIBUTIONS, GIFTS & GRANTS

1. Named Payee Itemized Disbursements $0

2. Named Payee Non-itemized Disbursements $0

3. To Officers $0

4. To Employees $0

5. All Other Disbursements $1,500

6. Total Disbursements $1,500

SCHEDULE 15 REPRESENTATIONAL ACTIVITIES

1. Named Payee Itemized Disbursements $5,760,935

2. Named Payee Non-itemizedDisbursements

$5,400

3. To Officers $241,245

4. To Employees $297,536


6. Total Disbursements $6,331,674

SCHEDULE 18 GENERAL OVERHEAD

1. Named Payee Itemized Disbursements $2,217,076


$126,069

3. To Officers $0



6. Total Disbursements $2,619,564

SCHEDULE 16 POLITICAL ACTIVITIES ANDLOBBYING

1. Named Payee Itemized Disbursements $0

2. Named Payee Non-itemized Disbursements $0

3. To Officers $0

4. To Employees $0

5. All Other Disbursements

6. Total Disbursement $0

SCHEDULE 19 UNION ADMINISTRATION

1. Named Payee Itemized Disbursements $123,131


$5,342

3. To Officers $0



6. Total Disbursements $227,376


SCHEDULE 14 - OTHER RECEIPTS FILE NUMBER: 065-533

Name and Address(A)

BREWER SPORTSINTERNATIONAL787 7TH AVE48TH FLOORNEW YORKNY10019

Type or Classification(B)

SPORTS MARKETING

Purpose(C)

Date(D)

Amount(E)

Total Itemized Transactions $10,000

Total Non-Itemized Transactions $0

Total of All Transactions $10,000

NFL PLAYERS LIVE SPONSORSHIP 03/09/2011 $10,000

Name and Address(A)

NIKE INC AND AFFILIATES

ONE BOWERMAN DRIVEBEAVERTONOR97005


SPONSOR

Purpose(C)

Date(D)

Amount(E)




SPONSORSHIP 03/03/2011 $230,000

Name and Address(A)

PANINI AMERICA INC.

2300 E. RANDOL MILL RD.ARLINGTONTX76011


LICENSEE

Purpose(C)

Date(D)

Amount(E)

Total Itemized Transactions $1,344,583


Total of All Transactions $1,344,583

PLAYER MARKETING 03/10/2011 $344,583

ROYALTIES 03/11/2011 $1,000,000


SCHEDULE 15 - REPRESENTATIONAL ACTIVITIES FILE NUMBER: 065-533

Name and Address(A)

BUCK CONSULTANTS

DEPT CH 14061PALATINEIL60055


CONSULTANTS

Purpose(C)

Date(D)

Amount(E)




CONSULTING SERVICES 03/01/2011 $29,610

Name and Address(A)

DEWEY & LEBOEUF

PO BOX 416200BOSTONMA02241


ATTORNEYS AT LAW

Purpose(C)

Date(D)

Amount(E)




CBA MATTERS 03/01/2011 $104,325

Name and Address(A)

DR. THOM MAYER

10112 FOREST BROOK LANEGREAT FALLSVA22066


PHYSICIAN

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

GARVEY MCNEIL & ASSOCIATESS.C

ONE ODANA COURTMADISONWI53719


ATTORNEYS AT LAW

Purpose(C)

Date(D)

Amount(E)




CBA MATTERS 03/07/2011 $10,000

Name and Address(A)

NATIONAL FOOTBALL LEAGUEPLAYERS BENEFITS TRUST

1850 K STREET NW

Purpose(C)

Date(D)

Amount(E)


Total Non-Itemized Transactions


WASHINGTONDC20006


TRUST

Purpose(C)

Date(D)

Amount(E)




MEMBER BENEFITS 03/10/2011 $1,500,000

Name and Address(A)

NEW MEDIA STRATEGIES INC.ATTN: TOM SNEDEKER1100 WILSON BLVD STE. 140ARLINGTONVA22209


PUBLIC RELATIONS

Purpose(C)

Date(D)

Amount(E)




CBA MATTERS 03/07/2011 $29,000

Name and Address(A)

PLAYERS' GRIEVANCE TRUST

1776 K STREETWASHINGTONDC20006


TRUST

Purpose(C)

Date(D)

Amount(E)




MEMBER GRIEVANCES 03/10/2011 $4,000,000

Name and Address(A)

ROGER P. KAPLAN211 NORTH UNION STREETSUITE 100ALEXANDRIAVA22314


ARBITRATOR

Purpose(C)

Date(D)

Amount(E)

Total Itemized Transactions $0

Total Non-Itemized Transactions $5,400


Name and Address(A)

SHYAM DAS

350 ARDMORE AVENUEARDMOREPA19003


ARBITRATOR

Purpose(C)

Date(D)

Amount(E)




MEMBER GRIEVANCE 03/01/2011 $5,500

Name and Address(A)

SINGER BONJEAN STRATEGIES1455 PENNSYLVANIA AVE NWSUITE 400WASHINGTONDC20004


CONSULTANTS

Purpose(C)

Date(D)

Amount(E)




CBA MATTERS 03/07/2011 $45,000

Name and Address(A)

WILLIG WILLIAMS & DAVIDSONTWENTY-FOURTH FLOOR1845 WALNUT STREETPHILADELPHIAPA19103


ATTORNEYS AT LAW

Purpose(C)

Date(D)

Amount(E)




CBA MATTERS 03/07/2011 $7,500


SCHEDULE 16 - POLITICAL ACTIVITIES AND LOBBYING FILE NUMBER 065-533

There was no data found for this schedule.

SCHEDULE 17 - CONTRIBUTIONS, GIFTS & GRANTS FILE NUMBER: 065-533

There was no data found for this schedule.

SCHEDULE 18 - GENERAL OVERHEAD FILE NUMBER: 065-533

Name and Address(A)

16W MARKETING LLC

75 UNION AVERUTHERFORDNJ07070


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

AARON CURRY

RENTONWA98058


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

ADRIAN PETERSON

ST. LOUISMO63105


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

AFL-CIO HOUSING INVESTMENTTRUST2401 PENNSYLVANIA AVE NWSUITE 200WASHINGTONDC20037

Purpose(C)

Date(D)

Amount(E)




MANAGEMENT FEE 03/01/2011 $9,146


INVESTMENT MANAGERS

Name and Address(A)

AMERICAN AIRLINES

P.O. BOX 619616DALLASTX75261


AIRLINE

Purpose(C)

Date(D)

Amount(E)




Name and Address(A)

ANQUAN BOLDIN

WEST PALM BEACHFL33409


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

ASANTE SAMUEL

MIRAMARFL33029


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

ASR - MVP ACCOUNT

SUWANEEGA30024


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

B. ORAKPO LLC.

OLNEY

Purpose(C)

Date(D)

Amount(E)




MD20832


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

B3DIGIGRAFX

8759 LION STREETRANCHO CUCAMONGACA91730


GRAPHIC DESIGN

Purpose(C)

Date(D)

Amount(E)




SBXLV EVENT 03/01/2011 $11,735

Name and Address(A)

BMS REALTY SERVICES LLC3050 K STREET NWSUITE 170WASHINGTONDC20007


PROPERTY MANAGEMENT

Purpose(C)

Date(D)

Amount(E)




MANAGEMENT FEE 03/02/2011 $17,106

Name and Address(A)

CALIBRE CPA GROUP1850 K STREET NWSUITE 1050WASHINGTONDC20006


ACCOUNTING FIRM

Purpose(C)

Date(D)

Amount(E)




AUDIT SERVICES YE 2/28/11 03/01/2011 $15,342

Name and Address(A)

CAREY INTERNATIONAL

BILLING DEPARTMENTBALTIMOREMD21263


GROUND TRANSPORTATION

Purpose(C)

Date(D)

Amount(E)




SBXLV EVENTS 03/07/2011 $47,509

Name and Address(A)

CARLOS DUNLAP

NORTH CHARLESTONSC29418


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

CATCH 5 LLC

MIRAMARFL33027


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

CHAD OCHOCINCO

CINCINNATIOH45206


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

CHRIS WELLS

COLUMBUSOH43215


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

CLAY MATTHEWS

ASHWAUBENONWI54304


Purpose(C)

Date(D)

Amount(E)





MEMBER

Name and Address(A)

CORPORATE SECURITYSOLUTIONS INC.

P.O. BOX 163032ALTAMONTE SPRINGSFL32716


TRANSPORTATION

Purpose(C)

Date(D)

Amount(E)




MEMBERSHIP PROGRAM 03/02/2011 $30,000

Name and Address(A)

CREATIVE PRODUCERS GROUPINC.

4818 WASHINGTON BLVDST. LOUISMO63108


MARKETING AGENCY

Purpose(C)

Date(D)

Amount(E)




SBXLV EVENT 03/01/2011 $38,712

SBXLV EVENT 03/07/2011 $179,290

Name and Address(A)

D THOMAS 88 MARKETING LLC

BATON ROUGELA70802


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

DANIEL GRAHAM

AURORACO80016


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

DAVID GARRARD

SOUTHEASTERN

Purpose(C)

Date(D)

Amount(E)





PA19399


MEMBER

Name and Address(A)

DELTA AIRLINES INC.

PO BOX 20706ATLANTAGA30320


AIRLINE

Purpose(C)

Date(D)

Amount(E)




Name and Address(A)

DEMECO RYANS

PEARLANDTX77584


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

DEZ BRYANT

DESOTOTX75115


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

DOYLE PRINTING & OFFSET CO.

6911 OLD LANDOVER ROADLANDOVERMD20785


PRINTER

Purpose(C)

Date(D)

Amount(E)




Name and Address(A)

Purpose(C)

Date(D)

Amount(E)



EDWARD REED

OWINGS MILLSMD21117


MEMBER

Purpose(C)

Date(D)

Amount(E)



Name and Address(A)

EQUITY L STREET

EQUITY L STREET LLCMERRIFIELDVA22116


LEASING AGENT

Purpose(C)

Date(D)

Amount(E)




OFFICE STORAGE RENT 03/01/2011 $5,891

Name and Address(A)

FELIX JONES 2 LLC

TULSAOK74119


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

GROOM LAW GROUPCHARTERED

DEPARTMENT #0589.WASHINGTONDC20073


ATTORNEYS AT LAW

Purpose(C)

Date(D)

Amount(E)




PROFESSIONAL SERVICES 03/01/2011 $59,654

Name and Address(A)

GROUP 720 LLC

4818 WASHINGTON BLVD.ST. LOUISMO63108


MARKETING AGENCY

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

HEADLINE MEDIA MANAGEMENT

NEW YORKNY10106


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

HOUSE OF SPEARS LLC

MCKINNEYTX75070


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

HYATT REGENCY DALLAS

300 REUNION BLVD.DALLASTX75207


HOTEL

Purpose(C)

Date(D)

Amount(E)




SBXLV EVENT 03/07/2011 $274,578

Name and Address(A)

INGRAM STREET ENTERPRISES

IRVINECA92618


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

J A BEST INC.

BOCA RATONFL33431


Purpose(C)

Date(D)

Amount(E)





PLAYER MARKETING

Name and Address(A)

JAMES LAURINAITIS

ST. LOUISMO63105


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

JAY NOVACEK

JOSHUATX76058


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

JERMAINE GRESHAM

ST. LOUISMO63105


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

JOE THOMAS

WESTLAKEOH44145


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

K2M4 ENTERPRISES INC.

OLNEYMD20832

Purpose(C)

Date(D)

Amount(E)






PLAYER MARKETING

Name and Address(A)

KEN STABLER

MOBILEAL36605


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

LESEAN MCCOY

HARRISBURGPA17103


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

LP EVANS INC.

ORCHARD PARKNY14127


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

MARIO WILLIAMS

ST. LOUISMO63105


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

MARK TAUSCHER

SUN PRAIRE

Purpose(C)

Date(D)

Amount(E)




WI53590


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

MARQUES COLSTON

GLENSIDEPA19038


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

MATT SCHAUB

HOUSTONTX77056


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

MAYO BOYZ LLC

KNOXVILLETN37919


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

MEETING ARCHITECTS

1424 MYRTLE AVENUESAN DIEGOCA92103


EVENT MANAGEMENT

Purpose(C)

Date(D)

Amount(E)




SBXLV EVENT 03/07/2011 $15,735

Name and Address(A)

MERCY ENTERPRISES

ORLANDOFL32835


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

MICHAEL IRVIN

PLANOTX75024


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

MICHAEL TURNER

SUWANEEGA30024


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

MICHAEL VICK

PHILADELPHIAPA19104


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

NATE ALLEN

CAPE CORALFL33909


Purpose(C)

Date(D)

Amount(E)





MEMBER

Name and Address(A)

NICK MANGOLD

CHATHAMNJ07928


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

PATRICIA DIANE LLC

TAMPAFL33615


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

PATRICK WILLIS

SAN JOSECA95128


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

PEPCO

P.O. BOX 97275WASHINGTONDC20090


ELECTRIC COMPANY

Purpose(C)

Date(D)

Amount(E)




ELECTRIC USAGE 03/02/2011 $35,260

Name and Address(A)

PERCY HARVIN

GREEN COVE SPRINGSFL32043

Purpose(C)

Date(D)

Amount(E)






MEMBER

Name and Address(A)

PIERRE THOMAS

RIVER RIDGELA70123


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

PLAYERMARKS LLC

520 PIKE ST.#1520SEATTLEWA98101


MULTIMEDIA

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

PR NEWSWIRE INC

G.P.O. BOX 5897NEW YORKNY10087


BUSINESS MEDIA

Purpose(C)

Date(D)

Amount(E)




MULTIMEDIA NEWS RELEASE 03/01/2011 $15,900

Name and Address(A)

PROFORMA

PO BOX 640814CINCINNATIOH45264


PRINTER

Purpose(C)

Date(D)

Amount(E)




SBXLV EVENT 03/07/2011 $12,288

Name and Address(A)

QUENTIN JAMMER

SAN DIEGO

Purpose(C)

Date(D)

Amount(E)




CA92123


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

RACKSPACE

P.O. BOX 730759DALLASTX75373


WEBHOSTING

Purpose(C)

Date(D)

Amount(E)




WEBHOSTING 03/07/2011 $14,802

WEBHOSTING 03/07/2011 $15,552

Name and Address(A)

RAY RICE

PIKESVILLEMD21208


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

ROBERT GOULD

KILDEERIL60047


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

RYAN GRANT

GREEN BAYWI54313


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

RYAN MATHEWS

STOCKTONCA95207


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

SEAN SANSIVERI

1499 MASSACHUSETTS AVENUEWASHINGTONDC20005


ATTORNEY

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

SEIX INVESTMENT ADVISORSLLC10 MOUNTAIN VIEW ROADSUITE C-200UPPER SADDLE RIVERNJ07458


INVESTMENT ADVISORS

Purpose(C)

Date(D)

Amount(E)




MANAGEMENT FEE 03/07/2011 $17,528

Name and Address(A)

SHAUN O'HARA

FRANKLIN LAKESNJ07417


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

SIDNEY RICE

EDEN PRAIRIEMN55344

Purpose(C)

Date(D)

Amount(E)






MEMBER

Name and Address(A)

SOUTHWEST AIRLINES

2702 LONE FIELD DRIVEDALLASTX75235


AIRLINE

Purpose(C)

Date(D)

Amount(E)




Name and Address(A)

SUMMIT-HARPER MARKETINGSUMMIT GROUP LLC-DIVISION 38252 SOLUTIONS CENTERCHICAGOIL60677


LOGO MERCHANDISER

Purpose(C)

Date(D)

Amount(E)




PRESS CONFERENCE MATERIALS 03/01/2011 $7,773

Name and Address(A)

SUNTRUST BANKP.O. BOX 26202COMMERCIAL CREDITSERVICESRICHMONDVA23260


FINANCIAL INSTITUTION

Purpose(C)

Date(D)

Amount(E)




MORTGAGE PAYMENT 03/01/2011 $210,208

Name and Address(A)

TERRELL OWENS

DALLASTX75226


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

THE APEX GROUP

17101 SUPERIOR STREET

Purpose(C)

Date(D)

Amount(E)




NORTHRIDGECA91325


SECURITY

Purpose(C)

Date(D)

Amount(E)




SBXLV EVENT 03/01/2011 $34,666

Name and Address(A)

THOMAS JONES

BIG STONE GAPVA24219


MEMBER

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

TOTAL QUALITY BUILDINGSERVICES

3619 14TH STREET NWWASHINGTONDC20010


CONTRACTOR

Purpose(C)

Date(D)

Amount(E)




CLEANING/ DAY PORTER SERVICE 03/02/2011 $33,530

Name and Address(A)

TROY 43 LP

TORRANCECA90503


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

UBS FINANCIAL SERVICES INC.7700 WISCONSIN AVE3RD FLOORBETHESDAMD20814


INVESTMENT ADVISORS

Purpose(C)

Date(D)

Amount(E)




MANAGEMENT FEE 03/01/2011 $15,000

Name and Address(A)

UNITED AIRLINES

4000 E. SKY HARBOR BLVDPHOENIXAZ85034


AIRLINE

Purpose(C)

Date(D)

Amount(E)




Name and Address(A)

UNITED PARCEL SERVICE

P.O. BOX 7247-0244PHILADELPHIAPA19170


SHIPPING PROVIDER

Purpose(C)

Date(D)

Amount(E)




SHIPPING 03/01/2011 $5,979

SHIPPING 03/07/2011 $5,765

SHIPPING 03/01/2011 $7,443

Name and Address(A)

UPS FREIGHT

PO BOX 533238CHARLOTTENC28290


SHIPPING PROVIDER

Purpose(C)

Date(D)

Amount(E)




Name and Address(A)

VILMA ENTERPRISES LLC

STUDIO CITYCA91604


PLAYER MARKETING

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

VISANTHE SHIANCOE

LAURELMD20707


Purpose(C)

Date(D)

Amount(E)





MEMBER

Name and Address(A)

WASHINGTON REDSKINS

ATTN: SUITE DEPARTMENTASHBURNVA20147


NFL CLUB

Purpose(C)

Date(D)

Amount(E)




SPORTING EVENT TICKETS 03/07/2011 $98,106


SCHEDULE 19 - UNION ADMINISTRATION FILE NUMBER: 065-533

Name and Address(A)

DELTA AIRLINES INC.

PO BOX 20706ATLANTAGA30320


AIRLINE

Purpose(C)

Date(D)

Amount(E)




Name and Address(A)

JOHN STUFFLEBEEM

6217 ARKENDALE RD.ALEXANDRIAVA22307


CONSULTANT

Purpose(C)

Date(D)

Amount(E)





Name and Address(A)

MAC SYSTEMS

5215 LAWRENCE PLACEHYATTSVILLEMD20781


MAILHOUSE

Purpose(C)

Date(D)

Amount(E)




MEMBER PUBLICATION 03/07/2011 $11,811

Name and Address(A)

PEAKE DELANCEY

2500 SCHUSTER DR.CHEVERLYMD20781


PRINTER

Purpose(C)

Date(D)

Amount(E)




MEMBER PUBLICATION 03/01/2011 $15,345

Name and Address(A)

WIZARD CONNECTION

7501 MUNICIPAL DRIVEORLANDOFL

Purpose(C)

Date(D)

Amount(E)




NFLPA 2011 BOARD MEETINGS 03/03/2011 $90,975

32819


EVENT MANAGEMENT


SCHEDULE 20 - BENEFITS FILE NUMBER: 065-533

Description(A)

To Whom Paid(B)

Amount(C)

Total Benefits $39,420

NONQUALIFIED DEFERRED COMPENSATION PLAN TRUST $39,420


69. ADDITIONAL INFORMATION SUMMARY FILE NUMBER: 065-533

Prefill Date Explanation:The period covered by this report is less than one year due to the Union decertifying as of March11, 2011.Item 3 Terminal: During the months of September through December of 2010, an overwhelming majority of theAssociations members voted to end the collective bargaining status of the NFLPA if there was no new collectivebargaining agreement reached with the NFL Clubs at a point in time which was eight hours prior to the expiration of theprior collective bargaining agreement. There was no new agreement reached by 4 pm eastern time on March 11, 2011,the expiration date of the prior collective bargaining agreement, so the governing body of the organization implementedthe players vote and restructured the NFLPA into a professional association with a new set of Bylaws. The restructuredorganization is applying for a new tax exemption under Section 501(c)(6) of the Internal Revenue Code, and all assets,liabilities, and records became assets, liabilities, and records of the newly restructured organization. Assets, liabilities,and records of the National Football League Players Inc. and 1133 20th Street Building Corporation remain with theirrespective organizations without change. Both entities are included and consolidated into the LM-2 at March 11, 2011.

Statement A,

Cash Begin Total: The beginning balances had to be manually entered for purposes of rolling forward this form with anon-standard reporting period.

Statement A,

Accounts Receivable Begin Total: The beginning balances had to be manually entered for purposes of rolling forward thisform with a non-standard reporting period.

Statement A,

Loans Receivable Begin Total: The beginning balances had to be manually entered for purposes of rolling forward thisform with a non-standard reporting period.

Statement A,Treasury Begin Total: The beginning balances had to be manually entered for purposes of rolling forward thisform with a non-standard reporting period.

Statement A,Investments Begin Total: The beginning balances had to be manually entered for purposes of rolling forwardthis form with a non-standard reporting period.

Statement A,Fixed Assets Value Begin Total: The beginning balances had to be manually entered for purposes of rollingforward this form with a non-standard reporting period.

Statement A,Other Asset Book Value Begin Total: The beginning balances had to be manually entered for purposes ofrolling forward this form with a non-standard reporting period.

Statement A,

Accounts Payable Begin Total: The beginning balances had to be manually entered for purposes of rolling forward thisform with a non-standard reporting period.

Statement A,

Loans Payable Begin Total: The beginning balances had to be manually entered for purposes of rolling forward this formwith a non-standard reporting period.

Statement A,Mortagages Payable Begin Total: The beginning balances had to be manually entered for purposes of rollingforward this form with a non-standard reporting period.

Statement A,Other Liabilities Amount Begin Total: The beginning balances had to be manually entered for purposes ofrolling forward this form with a non-standard reporting period.

Question 71: The Association does not have a Secretary-Treasurer. The Executive Director is the principal administrativeofficer and signs the form in lieu of a Secretary-Treasuer.

Schedule 11: During the year ended March 11, 2011, appearance and endorsement fees associated with marketing dealswere paid to several Executive Committee members. Those fees are included in Column (G).

Question 10: Bert Bell/Pete Rozell NFL Player Retirement Plan #51-0201403 200 St. Paul Place,Suite 2420 Baltimore,MD 21202 To provide retirement benefits to members National Football League Players Second Career Savings Plan#52-0185902 200 St. Paul Place, Suite 2420 Baltimore, MD 21202 To provide retirement benefits to members NFLPlayers Annuity Plan #03-6068279 200 St. Paul Place, Suite 2420 Baltimore, MD 21202 To provide retirement benefits tomembers Players Grievance Trust #90-6162457 c/o Joseph A. Yablonski 1776 K Street, NW, Ste 712 Washington, DC20006 To provide assistance to NFL players for grievance-related and other legal services. National Football LeaguePlayers Association Benefits Trust #80-0690749 c/o Calibre CPA Group PLLC 1850 K Street, NW, Ste 1050 Washington,DC 20006 To provide permissible welfare benefits and support to NFL players.

Question 11(b): The Board of Player Representatives of the NFLPA formed the National Football League PlayersIncorporated (NFL PLAYERS) and has obtained exclusive rights to player group licensing rights. NFL PLAYERS derivesrevenue primarily from licensing their name, logo and player rights, along with other sports marketing activities. 1133 20thStreet Building Corporation and NFL Players Challenge, Inc. (Players Challenge) are wholly-owned subsidiaries of NFLPLAYERS. The Players Challenge was formed to purchase an interest in the Quarterback Challenge event formerlyowned by NFL Properties. The 1133 20th Street Building Corporation was formed to purchase land and the building at1133 20th Street, N.W., Washington, D.C. NFL PLAYERS AND 1133 20TH Street Building Corporation are included andconsolidated into the LM2 at March 11, 2011.

Question 16: The mortgage held on the building at 1133 20th Street, Washington, DC is secured by a deed of trust on thebuilding and assignment of the tenant leases and rents. The note is unconditionally guaranteed by NFL PLAYERS. Inaddition, NFLPA has pledged and set aside, in trust, $50 million for use in support of its members.

Question 17: The NFLPA and NFL PLAYERS have been named defendant or co-defendant in a number of other legalactions. In the opinion of the

General Counsel and management, these lawsuits will be resolved with no material impact on the NFLPA or itssubsidiaries.

Question 18: Bylaws attached.


NFLPA 2011 Final LM-2

Documents

Transcript of NFLPA 2011 Final LM-2