Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN:93493016009215I OMB No 1545-0047 Return of Organization Exempt From Income Tax Form990 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) h- Do not enter SOCIal Security numbers on this form as it may be made public By law, the IRS generally cannot redact the information on the form h- Information about Form 990 and its instructions is at www.IRS.gov[form990 E Department of the Treasury Internal Revenue Sewice A For the 2013 calendar year, or tax year beginning 01-01-2013 C Name of organization B Check if applicable Americans for Prosperity Address change D0ing Busmess As I Name change ' Initial return ' Amended return D Employer identification number 75-3148958 E Telephone number (703)224-3200 City or town, state or provmce, country, and ZIP or foreign postal code Arlington, VA 22201 Application pending Open to Public Inspection , 2013, and ending 12-31-2013 Number and street (or P 0 box if mail is not delivered to street address) Room/smte 2111 Wilson Boulevard No 350 ' Terminated 2013 G Gross receipts $ 44,245,689 F Name and address of prinCIpal officer Tim Phillips 2111 Wilson Boulevard No 350 Arlington,VA 22201 I Taxexem pt status J Website:h- wwwamericansforprosperity org 501(c)(3) l7 501(c)(4) I (insert no) H(a) Is this a group return for subordinates? I_YesI7No I_YesI_No H(b) Are all subordinates included? If"No," attach a list (see instructions) 4947(a)(1) or 527 H(c) K Form of organization I7 Corporation ' Trust Association Other II- Group exemption number k- L Year of formation 2004 M State of legal domicile DC Summary GAGIQVEI'I HI E'IGE III-t 1 Briefly describe the organizations missmn or most Significant actiVities Educate U S Citizens about the impact ofsound economic policy on the nation's economy 2 Check this box h1 ifthe organization discontinued its operations or disposed of more than 25% ofits net assets 3 Number ofvoting members ofthe governing body (Part VI, line 1a) 3 5 4 Number ofindependent voting members ofthe governing body (Part VI, line 1b) 4 4 5 Total number ofindiViduals employed in calendar year 2013 (Part V, line 2a) 5 O 6 Total number ofvolunteers (estimate if necessary) 6 1,500 7aTota unrelated busmess revenue from Part VIII, column (C), line 12 7a 0 7b 0 b Net unrelated busmess taxable income from Form 990-T, line 34 Prior Year Current Year 8 Contributions and grants (PartVIII, ine 1h) 115,011,549 44,213,113 % 9 Program serVIce revenue (PartVIII, ine 2g) 74,496 32,576 E 10 Investmentincome(PartVIII,column(A), ines 3,4,and 7d) 31,375 0 E: 11 Other revenue (PartVIII,column(A), ines 5,6d,8c,9c,10c,and11e) 9,215 O 12 Total revenueadd lines 8 through 11 (must equal Part VIII, column (A), line 12) 115,126,635 44,245,689 485,870 200,000 O O 8,257,573 3,869,696 350,177 325,812 g 13 Grants and Similaramounts paid (PartIX,column(A),lines 13) 14 Benefits paid to orfor members (PartIX,column (A), ine 4) 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 16a 3 b Professmnalfundraismg fees (PartIX,column(A),line 11e) Total fundraismg expenses (Part D(, column (D), line 25) F4I312I842 17 Otherexpenses(PartIX,column(A),lines11a11d,11f24e) 113,157,322 30,396,034 18 Totalexpenses Add lines 1317 (must equalPartIX,column(A),line25) 122,250,942 34,791,542 19 Revenue less expenses Subtract line 18 from line 12 -7,124,307 9,454,147 3 E 3% Beginniryegfr Current 20 End of Year Totalassets (Part X, ine 16) 2,502,380 12,656,629 1,674,385 2,374,487 827,995 10,282,142 5'3 21 Totalliabilities (Part X, ine 26) 2IE 22 Net assets orfund balances Subtract line 21 from line 20 Signature Block Under penalties of perjury, I declare thatI 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 P al Pre pare r Use ****** Signature of officer 20150116 Date Tim Phillips Pre5ident Type or print name and title Print/Type preparer's name DaVId C MOJa Finn's name Prepareis Signature I'- Capin Crouse LLP Finn's address F972 Emerson Parkway STE A Date Check If se f_employed PTIN P00747006 Finn's EIN II- 363990892 Phone no (317) 8852620 Greenwood, IN 46143 May the IRS discuss this return With the preparer shown above? (see instructions) For Paperwork Reduction Act Notice, see the separate instructions. I7Yes I_No Cat No 11282Y Form 990 (2013) Form 990 (2013) m 1 Page 2 Statement of Program Service Accomplishments CheckifScheduleOcontainsaresponseornotetoanylineinthisPartIII . . . . . . . . . . . . . J Briefly describe the organizations missmn Educate U S Citizens about the Impact ofsound economic policy on the nation's economy and SOCIal structure, and mobilize Citizens to be involved in fiscal matters 2 Did the organization undertake any Significant program serVIces during the year which were not listed on the prior Form 990 or990-EZ? I_Yes I7No If"Yes," describe these new serVIces on Schedule 0 3 Did the organization cease conducting, or make Significant changes in how it conducts, any program serVIces? _Yes 7No If"Yes," describe these changes on Schedule 0 4 4a Describe the organizations program serVIce accomplishments for each ofits three largest program serVIces, as measured by expenses Section 501(c)(3) and 501(c)(4) organizations are reqUIred to report the amount ofgrants and allocations to others, the total expenses, and revenue, ifany, for each program serVIce reported (Code ) (Expenses $ 19,350,188 including grants of $ ) (Revenue $ 32,576 ) National office Educate U S citizens about the impact of sound economic policy on the nation's economy and social structure and mobilize citizens to be involved in fiscal and regulatory economic matters at the national level 4b (Code ) (Expenses $ 8,859,806 including grants of $ 200,000 ) (Revenue $ ) State chapters Educate U S citizens about the impact of sound economic policy on the nation's economy and social structure, and mobilize citizens to be involved in fiscal and regulatory economic matters at the state level 4c (Code ) (Expenses $ 4d Other program serVIces (Describe in Schedule 0 ) (Expenses $ 4e Total program service expensesh- including grants of $ including grants of$ ) (Revenue $ ) (Revenue $ ) ) 28,209,994 Form 990 (2013) Form 990 (2013) Page 3 Checklist of Required Schedules Yes Is the organization described In section 501(c)(3) or 4947(a)(1) (otherthan a private foundation)? If "Yes," comp/eteSchedu/eA 1 Is the organization reqUIred to complete Schedule B, Schedule of Contributors (see instructions)? E 2 Did the organization engage in direct or indirect political campaign actiVities on behalf ofor in oppOSItion to candidates for public office? If Yes,complete Schedule C, Part I 3 Section 501(c)(3) organizations. Did the organization engage in lobbying actiVities, or have a section 501(h) election in effect during the tax year? If Yes,complete Schedule C, Part II 4 Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or Similar amounts as defined in Revenue Procedure 98-19? If Yes,complete Schedule C, Part III No Yes No 5 No Did the organization maintain any donor adVIsed funds or any Similarfunds or accounts for which donors have the right to prOVIde adVIce on the distribution or investment ofamounts in such funds or accounts? If "Yes," complete Schedule D, Part IE 6 No Did the organization receive or hold a conservation easement, including easements to preserve open space, the enVIronment, historic land areas, or historic structures? If Yes,complete Schedule D, Part II 7 No Did the organization maintain collections of works ofart, historical treasures, or other Similar assets? If "Yes," complete Schedule D, Part III E . 8 No Did the organization report an amount in Part X, line 21 for escrow or custodial account liability, serve as a custodian for amounts not listed in Part X, or prOVIde credit counseling, debt management, credit repair, or debt negotiation serVIces? If "Yes," complete Schedule D, PartI 9 No 10 No 10 Did the organization, directly orthrough a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quaSI-endowments? If "Yes," complete Schedule D, Part 11 Ifthe organizations answerto any ofthe followmg questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, orX as applicable 12a No Did the organization report an amount for land, bUIldings, and eqUIpment in Part X, line 10? If "Yes," complete Schedule D, Part VI 11a Did the organization report an amount for investmentsother 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'E . 11b No Did the organization report an amount for investmentsprogram 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'E . 11C No Did the organization report an amount for other assets in Part X, line 15 that is 5% or more ofits total assets reported in Part X, line 16? If "Yes," complete Schedule D, PartI . . . . . 11d No Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, PartXE me Yes Did the organizations separate or consolidated finanCIal statements for the tax year include a footnote that addresses the organizations liability for uncertain tax p05itions under FIN 48 (ASC 740)? If Yes,complete Schedule D, Part 11f Yes 12a Yes 12b Yes Did the organization obtain separate, independent audited finanCIal statements forthe tax year? If "Yes," complete Schedule D, Parts XI and XII 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 and XII is optional 13 Is the organization a school described in section 170(b)(1)(A)(ii)? If Yes,complete Schedu/eE 14a Did the organization maintain an office, employees, or agents outSIde of the United States? Yes 13 No 14a No Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraismg, busmess, investment, and program serVIce actiVities outSIde the United States, or aggregate foreign investments valued at $100,000 or more? If Yes,complete Schedu/eF, Parts I and IV . 14b N0 15 Did the organization report on Part IX, column (A), line 3, more than $5,000 ofgrants or other a55istance to or for any foreign organization? If Yes,complete Schedu/eF, Parts II and IV 15 No 16 Did the organization report on Part IX, column (A), line 3, more than $5,000 ofaggregate grants or other a55istance to orforforeign indiViduals? If Yes,complete Schedu/eF, Parts III and IV . 15 17 Did the organization report a total of more than $15,000 ofexpenses for professmnal fundraismg serVIces on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I(see1nstructions) 18 Did the organization report more than $15,000 total offundraismg event gross income and contributions on Part VIII, lines 1c and 8a? If Yes,complete Schedule G, Part II 19 Did the organization report more than $15,000 ofgross income from gaming actiVities on PartVIII,line 9a? If "Yes," complete Schedule G, Part III 20a 17 No Yes 18 No 19 No Did the organization operate one or more hospital faCIlities? If Yes,complete Schedu/eH 20a No If"Yes" to line 20a, did the organization attach a copy ofits audited finanCIal statements to this return? 20b Form 990 (2013) Form 990 (2013) Part IV Page 4 Checklist of Required Schedules (continued) 21 Did the organization report more than $5,000 ofgrants or other a55istance to any domestic organization or government on Part IX, column (A), line 1? If Yes,complete Schedule I, Parts I and II 21 22 Did the organization report more than $5,000 ofgrants or other a55istance to indiViduaIs in the United States on Part IX, column (A), line 2? If Yes,complete Schedule I, Parts I and III 22 23 Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organizations current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule] . 24a 26 27 28 N 0 Y 23 Did the organization have a tax-exempt bond issue With an outstanding prinCIpaI amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If Yes,answer/Ines 24b through 24d and complete Schedule K. If No, "go to lIne 25a . . 24a Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? 24b es N Did the organization maintain an escrow account otherthan a refunding escrow at any time during the year to defease any tax-exempt bonds? 24C Did the organization act as an "on behalfof" issuerfor 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 Yes 0 25a N0 Is the organization aware that it engaged in an excess benefit transaction With a disqualified person in a prior year, and that the transaction has not been reported on any ofthe organizations prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I 25b No Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payab es to any current orformerofficers,directors,trustees, key employees, highest compensated emp oyees,or disqualified persons? If so, complete Schedule L, Part II 25 No Did the organization prOVIde a grant or other a55istance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member ofany of these persons? If "Yes," complete Schedule L, Part III 27 No 28a No Was the organization a party to a busmess transaction With one ofthe followmg 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 A family member ofa current orformer officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part I V . Y '5 28b es An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV . 28C es 29 Did the organization receive more than $25,000 in non-cash contributions? If Yes,complete Schedu/eM 29 Yes 30 Did the organization receive contributions ofart, historical treasures, or other Similar assets, or qualified conservation contributions? If "Yes," complete Schedu/eM 3 31 32 33 34 35a 36 37 38 Y N Did the organization liqUIdate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, Part I 31 Did the organization se , exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II 32 Did the organization own 100% ofan entity disregarded as separate from the organization under Regulations sections 301 7701-2 and 301 7701-3? If Yes,complete Schedule R, PartI 33 Was the organization related to any tax-exempt or taxable entity? If Yes,complete Schedule R, Part II, III, orIV, and Part V, lIne 1 34 0 No N 0 Y es Y Did the organization have a controlled entity Within the meaning ofsection 512(b)(13)? 35a IfYesto line 35a, did the organization receive any payment from or engage in any transaction With a controlled entity Within the meaning ofsection 512(b)(13)? If "Yes," complete Schedule R, Part V, lIne2 35b 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 36 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 '5 37 Did the organization complete Schedule 0 and prOVIde explanations in Schedule 0 for Part VI, lines 11b and 19? Note. All Form 990 filers are reqUIred to complete Schedule 0 38 es No N 0 Y es Form 990 (2013) Form 990 (2013) Page5 Statements Regarding Other IRS Filings and Tax Compliance Check IfSchedule O contaIns a response or note to any Ine In thIs PartV . . . . . . . . . . . . Yes 1a Enterthe number reported In Box 3 of Form 1096 Enter-0- If not applIcable . . 1a 173 1b 0 b Enterthe number of Forms W-ZG Included In Ine 1a Enter-0- If not applIcable c DId the organIzatIon comply WIth backup WIthholdIng rules for reportable payments to vendors and reportable gamIng(gamblIng)WInnIngstoprIzeWInners? . . . . . . . . . . . . . . . . . . 2a Enterthe number ofemployees reported on Form W-3, TransmIttal ofWage and Tax Statements, fIled forthe calendar year endIng WIth or WIthIn the year covered bythIsreturn.................. 1C 2a . No Yes 0 b Ifat least one Is reported on Ine 2a, dId the organIzatIon le all reqUIred federal employment tax returns? Note. Ifthe sum oflInes 1a and 2a Is greaterthan 250, you may be reqUIred to e-fIle (see InstructIons) 3a DId the organIzatIon have unrelated busmess gross Income of$1,000 or more durIng the year? . . 2b . 3a b If"Yes," has It led a Form 990-T forthIs year? If Noto/Ine 3b, prowde an explanation In Schedule 0 . . No . 3b 4a At any tIme durIng the calendar year, dId the organIzatIon have an Interest In, or a SIgnature or other authorIty over, a fInanCIal account In a foreIgn country (such as a bank account, securItIes account, or otherfInanCIal account)?.......................... 4a N0 5a No 5b No b If"Yes," enterthe name ofthe foreIgn country hSee InstructIons forfIlIng reqUIrements for Form TD F 90-22 1, Report of ForeIgn Bank and FInanCIal Accounts 5a Was the organIzatIon a party to a prothIted tax shelter transactIon at any tIme durIng the tax year? . . b DId any taxable party notIfy the organIzatIon that It was or Is a party to a prothIted tax sheltertransactlon? c If"Yes," to Ine 5a or 5b, dId the organIzatIon le Form 8886-T? 5c 6a Does the organIzatIon have annual gross receIpts that are normally greaterthan $100,000, and dId the organIzatIon solICIt any contrIbutIons that were not tax deducthle as charItable contrIbutIons? b If"Yes," dId the organIzatIon Include WIth every solICItatIon an express statement that such contrIbutIons or ngts werenottaxdeductlble'r........................ 7 a Ga Yes 6b Yes Organizations that may receive deductible contributions under section 170(c). DId the organIzatIon recere a payment In excess of$75 made partly as a contrIbutIon and partly for goods and serVIces prOVIded to the payor? b If"Yes," dId the organIzatIon notIfy the donor ofthe value ofthe goods or serVIces prOVIded? . . . . . 7a 7b c DId the organIzatIon sell, exchange, or otherWIse dIspose oftangIble personal property for thch It was reqUIred to fIleForm8282'P...........................7C d If"Yes," IndIcate the number of Forms 8282 led durIng the year e DId the organIzatIon recere any funds, dIrectly or IndIrectly, to pay prequms on a personal benet contract'r............................7e f DId the organIzatIon, durIng the year, pay prequms, dIrectly or IndIrectly, on a personal benet contract? g Ifthe organIzatIon recered a contrIbutIon ofqualIerd Intellectual property, dId the organIzatIon le Form 8899 as reqUIred'r............................79 h Ifthe organIzatIon recered a contrIbutIon ofcars, boats, aIrplanes, or other vehIcles, dId the organIzatIon le a Form1098-C'r.......................... 7h Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. DId the supportIng organIzatIon, or a donor adVIsed fund maIntaIned by a sponsorIng organIzatIon, have excess busmess holdIngs at any tIme durIng the year? . . . . . . . . . . . . 8 8 9 a . . . . I 7d I . 7f 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? 10 . . . . . . . . . . . . . . 9a . 9b Section 501(c)(7) organizations. Enter InItIatIon fees and capItal contrIbutIons Included on Part VIII, Ine 12 . . . b Gross receIpts,Included on Form 990,PartVIII, Ine 12,for publIc use ofclub faCIIItIes 11 10a 10b Section 501(c)(12) organizations. Enter a Gross Income from members or shareholders . . . . . . . . . 11a Gross Income from other sources (Do not net amounts due or paId to other sources agaInstamounts due or recered from them ) . . . . . . . . . . 11b 12a Section 4947(a)(1) non-exempt charitable trusts. Is the organIzatIon fIlIng Form 990 In IIeu of Form 1041? b If"Yes," enterthe amount oftax-exempt Interest recered or accrued durIng the year.................... 13 12a 12b Section 501(c)(29) qualified nonprofit health insurance issuers. a b c 14a Is the organIzatIon Icensed to Issue qualIerd health plans In more than one state? Note. See the InstructIons for addItIonal InformatIon the organIzatIon must report on Schedule 0 Enterthe amount of reserves the organIzatIon Is reqUIred to maIntaIn by the states In thch the organIzatIon Is Icensed to Issue qualIerd health plans 13b Enterthe amount of reserves on hand 13c . . . . . . . . . . . . DId the organIzatIon recere any payments for IndoortannIng serVIces durIng the tax year? . 13a . . 14a b If "Yes," has It led a Form 720 to report these payments? If No,prov1de an explanation In Schedule 0 . . . . 14b No Form 990 (2013) Form 990 (2013) Page 6 Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule 0. See instructions. Check IfSchedule O contaInS a response or note to any lIne In thIS Part VI .I7 Section A. Governing Body and Management Yes 1a Enterthe number ofvotIng members of the governIng body at the end of the tax year 1a 5 1b 4 No Ifthere are materIal dIfferenceS In votIng rights among members of the governIng body, or If the governIng body delegated broad authorIty to an executive committee or Similar committee, explain In Schedule 0 b Enterthe number ofvotIng members included In lIne 1a, above, who are independent 2 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? 3 Did the organization delegate control over management duties customarily performed by or underthe direct superVISIon of officers, directors or trustees, or key employees to a management company or other person? 4 Did the organization make any Significant changes to ItS governIng documents SInce the prior Form 990 was filed? 5 Did the organization become aware durIng the year ofa Significant dIverSIon ofthe organIzatIonS assets? 2 Yes 3 . No No 5 No Did the organization have members or stockholders? 7a Did the organization have members, stockholders, or other persons who had the powerto elect or app0Int one or more members of the governIng body? b Are any governance deCISIonS of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governIng body? 8 a 9 No 7a No 7b No Did the organization contemporaneously document the meetings held or written actionS undertaken durIng the year by the fo 0WIng The governIng body? 8a YeS Each committee With authority to act on behalfof the governIng body? 8b YeS IS there any officer, director, trustee, or key employee listed In Part VII, Section A, who cannot be reached at the organIzatIonS mailing addreSS? If Yes,prov1de the names and addresses In Schedule 0 . . . . . . . 9 N0 Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.) Yes 10a DId the organization have local chapters, branches, or affIlIateS? 10a YeS 10b Yes 11a YeS 12a YeS 12b YeS DId the organization regularly and conSIstently monItor and enforce complIance WIth the policy? If Yes,descr/be In Schedule 0 how this was done 12C Yes 13 DId the organization have a ertten Whistleblower policy? 13 YeS 14 DId the organization have a ertten document retention and destructIon policy? 14 YeS 15 DId the proceSS for determInIng compensation ofthe fol 0WIng persons Include a reVIeW and approval by Independent persons, comparabIIIty data, and contemporaneous substantIatIon of the delIberatIon and deCISIon? The organIzatIonS CEO, Executive DIrector, or top management offICIal 15a YeS Other ofcers or key employees of the organization 15b YeS b If"YeS," dId the organization have written polICIeS and procedures governIng the actIVItIeS ofsuch chapters, afliates, and branches to ensure theIr operatIonS are conSIstent With the organIzatIon'S exempt purposes? 11a b 12a HaS the organization prOVIded a complete copy ofthIS Form 990 to all members ofItS governIng body before ling the form? Describe In Schedule 0 the proceSS, Ifany, used by the organization to reVIeW thIS Form 990 DId the organization have a ertten conflict of Interest policy? If No,go to lIne 13 b Were officers, directors, or trustees, and key employees reqUIred to dISClose annually Interests that could gIve rise to conflicts? c a No If"YeS" to lIne 15a or 15b, descrIbe the proceSS In Schedule 0 (see InstructIonS) 16a DId the organization Invest In, contrIbute assets to, or partICIpate In a JOInt venture or SImIIar arrangement WIth a taxable entIty durIng the year? b If "YeS," dId the organization follow a ertten policy or procedure reqUIrIng the organization to evaluate ItS partICIpatIon In JOInt venture arrangements under applIcable federal tax laW, and take stepS to safeguard the organIzatIonS exempt status WIth respect to such arrangements? 16a No 16b Section C. Disclosure 17 Llst the StateS WIth WhIch a copy ofthIS Form 990 IS reqUIred to be fIleth-AL ,AK ,AZ ,AR , CA , CO , CT , DC , FL , GA , HI , IL , KS , KY,ME,MD,MA,MN,MS,NH,NJ,NM,NY,NC,ND, OH,OK,OR,PA,RI,SC ,TN ,UT,VA,WA,WV,WI 18 SectIon 6104 reqUIreS an organization to make ItS Form 1023 (or 1024 IfapplIcable), 990, and 990-T (501(c) (3)S only) avaIIable for publIc InSpectIon IndIcate how you made these avaIIable Check all that apply I Own webSIte I Another'S webSIte I7 Upon request I Other (explaIn In Schedule 0) Describe In Schedule 0 Whether (and Ifso, how) the organization made ItS governIng documents, conflict of Interest polIcy, and fInanCIal statements avaIIable to the publIc durIng the tax year 19 20 State the name, phySIcal addreSS, and telephone number ofthe person Who possesses the bookS and records ofthe organization h-Robert Heaton 2111 WIlson Boulevard No 350 ArlIngton,VA 22201 (703)224-3200 Form 990 (2013) Form 990 (2013) m Page7 Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors Check IfSchedule O contaIns a response or note to any Ine In thIs Part VII . . . . . . . . . . . . . .I7 Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete thIs table for all persons reqUIred to be Isted Report compensatIon for the calendar year endIng WIth or WIthIn the organIzatIons tax year I LIst all of the organIzatIons current ofcers, dIrectors, trustees (whether IndIVIduaIs or organIzatIons), regardless ofamount ofcompensatlon Enter-0- In columns (D), (E), and (F) If no compensatIon was paId I LIst all of the organIzatIons current key employees, Ifany See InstructIons for denItIon of "key employee " I LIst the organIzatIons ve current hIghest compensated employees (other than an ofcer, dIrector, trustee or key employee) who recered reportable compensatIon (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organIzatIon and any related organIzatIons I LIst all of the organIzatIons former ofcers, key employees, or hIghest compensated employees who recered more than $100,000 of reportable compensatIon from the organIzatIon and any related organIzatIons I LIst all of the organIzatIons former directors or trustees that recered, 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 followmg order IndIVIduaI trustees or dIrectors, InstItutIonal trustees, ofcers, key employees, hIghest compensated employees, and former such persons Check thIs box If neIther the organIzatIon nor any related organIzatIon compensated any current ofcer, dIrector, or trustee (A) Name and TItIe (B) Average hours per week ( Ist any hours for related organIzatIons below dotted Ine) (C) POSItIon (do not check more than one box, unless person Is both an ofcer and a dIrector/trustee) D 3 _ g I m I _n " :L :I _ 3 3:5 9 g E_0 a: E 3 _:_ : .T. D rp 3 ll : 3 u.- I.':- III I: :I H'= .13 "3' 5' =7 '3 n:- D -II .I: D Cl c.) .T. :I E In ' 9 a: (1) RIchard FInk 2 00 DIrector (2) Nancy Pfotenhauer 2 00 DIrector (3) JIm MIIIer 2 00 DIrector (4) James Stephenson 2 00 ChaInnan/Dlrector (6) TIm PhIIIIps 30 00 PreSIdent (7) Steve Corder partIaI year 20 00 20 50 VP, Treasurer, CFO (8) Luke HIIgemann 29 50 8 00 ChIef OperatIng Ofcer (9) John Flynn partIaI year 42 00 17 00 VP, Secretary, General Cou (10) JP Degance partIaI year 33 00 7 50 VP External AffaIrs (11) Teresa Oelke 42 50 15 00 State DIrector (12) ChrIstopher FInk 35 00 12 00 Sr OffIcer, External AffaI (13) Jeff Crank partIaI year 38 00 19 00 ChIef OperatIng Ofcer (14) Nolan IngebrIgtson 31 00 25 00 CFO/Treasurer (15) VIctor Bernson 25 00 7 00 VP & General Counsel (16) Robert Stuber 43 00 30 00 State DIrector 1' (E) Reportable compensatlon from related organIzatIons (W- 2/1099MISC) (F) EstImated amount of other compensatlon from the organIzatIon and related organIzatIons E E El. rt: I1 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 x 206,010 137,340 31,132 x 35,684 51,351 12,982 x 35,038 182,185 14,737 x 60,615 113,089 12,598 x 7,225 40,940 4,349 x 59,764 138,119 8,092 x 60,954 199,523 14,437 x 46,676 74,999 23,995 X 0 0 0 x 6,348 41,384 2,486 x 95,496 61,504 10,977 x 30,570 131,102 11,502 2 00 DIrector (5) Frayda LeVIn DIrector of Development (17) DerrIck Sontag f E: '5 'I' (D) Reportable compensatlon from the organIzatIon (W- 2/1099MISC) DIrect X 20 00 9 00 41 00 Form 990 (2013) Form 990 (2013) m Page8 Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (A) Name and TItIe (B) Average hours per week (IIst any hours for related organlzatlons below dotted IIne) (18) DaVId From 12 00 State DIrector (19) Corey Lewandowskl 38 00 50 Reglonal DIrector of State Operatlons (20) Erlc Wang partlal year 49 50 14 00 Interlm Legal Counsel 36 00 1b c (C) POSItIon (do not check more than one box, unless person IS both an ofcer and a dIrector/trustee) D 3 _ g I m I _n a g :I _ 3 3.1: 9 = E'E E a: 101$ 3 3 ll : 3 u.- L': II: z m H- '= 3% E U n:- D '1 -' D Cl '1: _F E a ~= = 9 3 m E II? E E. E rt: :1 (D) Reportable compensatlon from the organlzatlon (W- 2/1099MISC) (E) Reportable compensatlon from related organlzatlons (W- 2/1099MISC) (F) Estlmated amount of other compensatlon from the organlzatlon and related organlzatlons x 28,560 86,684 21,894 X 299 127,703 25,519 x 36,838 95,587 9,095 Sub-Total F Total from continuation sheets to Part VII, Section A F Total (add lines 1b and 1c) I" 710,077 203,795 1,481,510 2 Total number of IndIVIduaIs (Includlng but not IImIted to those Ilsted above) who recelved more than $100,000 of reportable compensatlon from the organlzatlonhI-l 3 DId the organlzatlon IIst any former ofcer, dIrector ortrustee, key employee, or hlghest compensated employee on IIne 1a? If Yes, complete Schedu/leorsuch Ind/Vldua/ . . . . . . . . . . . . . Yes 4 5 For any IndIVIduaI Ilsted on IIne 1a, IS the sum of reportable compensatlon and other compensatlon from the organlzatlon and related organlzatlons greaterthan $150,000? If Yes, complete Schedu/leorsuch Ind/Vldua/........................... 3 No No Yes DId any person Ilsted on IIne 1a recelve or accrue compensatlon from any unrelated organlzatlon or IndIVIduaI for serVIces rendered to the organlzatlon? If Yes,comp/ete Schedu/leorsuch person . . . . . . . . No Section B. Independent Contractors 1 Complete thls table for yourflve hlghest compensated Independent contractors that recelved more than $100,000 of compensatlon from the organlzatlon Report compensatlon for the calendar year endlng WIth or WIthIn the organlzatlons tax year (A) Name and busmess address Smart Medla Group 814 Klng Street Ste 400 Alexandrla VA 22314 Target Enterprlses LLC 15260 Ventura Blvd SUIte 1240 Sherman Oaks CA 91403 GM&P Strateglc Advertlsmg 1101 Fayette Street 2nd Floor Conshohocken PA 19428 Innovatlve Advertlsmg LLC 4250 nghway 22 Ste 7 MandeVIIIe LA70471 Google Inc Dept 33654 PO Box 39000 San FranCIsco CA 94139 2 (B) Descrlptlon of serVIces Medla Medla Medla Medla Medla (C) Compensatlon 8,421,185 8,050,670 731,211 667,914 380,930 Total number of Independent contractors (Includlng but not IImIted to those Ilsted above) who recelved more than $100,000 ofcompensatlon from the organlzatlon II-41 Form 990 (2013) Form 990 (2013) m Page9 Statement of Revenue CheckifScheduleO contains a response or note to any lineinthis PartVIII (A) Total revenue 1a 3 = = RI a L E: __ E L'.'I = T E = as _ 15 .11 5 a 1" -b D Federated campaigns . . b Membership dues . . c Fundraismg events d Related organizations e Government grants (contributions) 1e f All other contributions, gifts, grants, and Similar amounts not included above 1f 9 Noncash 1a_1f $ contributions included in lines h Total.Add lines 1a-1f g 1 = U in . . . . . (B) Related or exempt function revenue . . (C) Unrelated busmess revenue .I_ (D) Revenue excluded from tax under sections 512-514 1a . . . 1b . . . . 1c 1d 44,213,113 50,250 Ir 2 44 , 213 , 113 Busmess Code E :35 2a up u c E d . % a G E e b Registration Fees 900099 19,369 19,369 Other Income 900099 13,207 13,207 f All other program serVIce revenue g Total. Add lines 2a2f F- Investment income (including diVidends, interest, and otherSImilar amounts) Income from investment of taxexempt bond proceeds _ _ F II- 5 Royalties F 6a Gross rents 3 (i) Real b c d (ii) Personal Less rental expenses Rental income or( oss) Net rental income or (loss) p. (i) Securities 7a b (ii) Other Gross amount from sales of assets other than inventory Less cost or other ba5is and sales expenses Gain or (loss) Net gain or( oss) 8a 3 32,576 .p. Gross income from fundraismg events (not including 5 :, 1 II I_ {I} :5 $ ofcontributions reported on line 1c) See PartIV,line 18 b Less direct expenses 'D c Net income or (loss) from fundraismg events a 9a . . . b . p. Gross income from gaming actiVities See Part IV, line 19 a b Less direct expenses c Net income or (loss) from gaming actiVities 10a . . . . b . . .p. Gross sales ofinventory, less returns and allowances a b Less cost ofgoods sold c Net income or (loss) from sales ofinventory . . Miscellaneous Revenue b . . p. Busmess Code 11a b c d All other revenue e Total.Addlines 11a11d 12 Total revenue. See Instructions hp. 44,245,689 32,576 0 0 Form 990 (2013) Form 990 (2013) Page 10 m Statement of Functional Expenses Section 501(c)(3) and 501(c)(4) organizations must complete all columns All other organizations must complete column (A) CheckifScheduleO containsa response or note to anyline in this PartIX Do not include amounts reported on lines 6b, 7b! 8b! 9b! and 10b 0f Part VIII' 1 Grants and other a55istance to governments and organizations in the United States See Part IV, line 21 . . . . . . J (A) Prograglemce Managgnt and Fungsmg TOtal eXpenseS expenses general expenses expenses 200,000 200,000 565,100 166,933 159,345 238,822 2,592,533 1,715,530 276,707 600,296 2 Grants and other a55istance to indiViduals in the United States See Part IV, line 22 3 Grants and other a55istance to governments, organizations, and indiViduals outSIde the United States See Part IV, lines 15 and 16 5 Compensation ofcurrent officers, directors, trustees, and key employees 6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) 7 Other salaries and wages 8 Pen5ion plan accruals and contributions (include section 401(k) and 403(b) employer contributions) 220,379 131,382 30,433 58,564 9 Other employee benefits 234,087 208,436 5,075 20,576 10 Payroll taxes 257,597 206,012 18,666 32,919 11 Fees for serVIces (non-employees) 638,124 79,451 556,941 1,732 40,916 11,295 27,171 2,450 Benefits paid to or for members a Management b Legal c Accountlng d Lobbying e Professmnal fundraismg serVIces See Part IV, line 17 f Investment management fees 9 Other (Ifline 11g amount exceeds 10% ofline 25, column (A) amount, list line 11g expenses on Schedule 0) 12 Advertismg and promotion 13 Office expenses 14 Information technology 15 Royalties 16 Occupancy 17 Travel 18 Payments of travel or entertainment expenses for any federal, state, or local public offICIals 19 Conferences, conventions, and meetings 20 Interest 21 Payments to affiliates 22 DepreCIation, depletion, and amortization 23 Insurance 24 Other expenses Itemize expenses not covered above (List miscellaneous expenses in line 24e Ifline 24e amount exceeds 10% ofline 25, column (A) amount, list line 24e expenses on Schedule O) a Allocated overhead b LlSt rental c Taxes, licenses, fees 325,812 325,812 95,823 1,646,138 1,013,873 536,442 22,184,194 21,280,698 305,720 597,776 2,125,629 995,123 18,111 1,112,395 393,754 263,582 14,909 115,263 124,527 120,519 3,087 921 1,013,014 900,214 2,529 110,271 733,327 578,461 658 154,208 53,700 13,425 13,425 26,850 1,166,995 291,749 291,749 583,497 249,975 16,299 17,837 10,751 7,086 7,904 6,261 652 991 34,791,542 28,209,994 2,268,706 4,312,842 233,676 d e All other expenses 25 Total functional expenses. Add lines 1 through 24e 26 Joint costs. Complete this line only if the organization reported in column (B)JOInt costs from a combined educational campaign and fundraismg SOIICItation Check here h- ] iffollowmg SOP 98-2 (ASC 958-720) Form 990 (2013) Form 990 (2013) m Page 11 Balance Sheet Check ifSchedule 0 contains a response or note to any line In this Part X . . . _ (A) Beginning ofyear 1 Cashnon-interest-bearing 2 SaVIngs and temporary cash Investments 1,973,316 (B) End ofyear 1 4,931,762 2 3 Pledges and grants receivable, net 4 Accounts receivable, net 5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees Complete Part II of Schedule L 438,525 3 6,000,000 4 630 5 6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations ofsection 501(c)(9) voluntary employees' benefICIary organizations (see instructions) Complete Part II ofSchedule L 7 Notes and loans receivable, net 7 8 Inventories forsale or use 8 9 Prepaid expenses and deferred charges W '5 d 6 10a b 90,083 Land, bquings, and eqUIpment cost or other ba5is Complete PartVI ofSchedule D 10a 259815 Less accumulated depreCIation 10b 53,699 0 9 955,782 10 206,116 11 Investmentspublicly traded securities 11 12 Investmentsother securities See Part IV, line 11 12 13 Investmentsprogram-related See Part IV, line 11 13 14 Intangible assets 14 456 15 562,339 2,502,380 16 12,656,629 930,110 17 1,689,831 15 Other assets See Part IV, line 11 16 Total assets. Add lines 1 through 15 (must equal line 34) 17 Accounts payable and accrued expenses 18 Grants payable 18 19 Deferred revenue 19 20 Tax-exempt bond liabilities 20 U... 21 Escrow or custodial account liability Complete Part IV ofSchedule D 21 :2 = 22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons Complete Part II ofSchedule 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 (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24) Complete Part X ofSchedule D . . . . . . . . . . . . . . . '3: E 26 m 3 Total liabilities. Add lines 17 through 25 7441275 25 5841555 1,574,385 26 2,374,487 14,963 27 10,051,351 813,032 28 230,791 Organizations that follow SFAS 117 (ASC 958), check here h- 7 and complete lines 27 through 29, and lines 33 and 34. E 27 Unrestricted net assets E 28 Temporarily restricted net assets E 29 If 3 Permanently restricted net assets 29 Organizations that do not follow SFAS 117 (ASC 958), check here h- ] and complete lines 30 through 34. S 30 Capital stock ortrust prinCIpal, or current funds 30 E 31 Paid-in or capital surplus,or and, bUIlding oreqUIpment fund 31 E 32 Retained earnings, endowment, accumulated income, or otherfunds E 33 Total net assets or fund balances 2 34 Total liabilities and net assets/fund balances 32 827,995 33 2,502,380 34 10,282,142 12,656,629 Form 990 (2013) Form 990 (2013) m Page 12 Reconcilliation of Net Assets Check IfSchedule 0 contains a response or note to any lIne In thIs Part XI 1 Total revenue (must equal Part VIII, column (A), lIne 12) 2 Total expenses (must equal Part IX, column (A), lIne 25) 3 Revenue less expenses Subtract lIne 2 from lIne 1 4 Net assets orfund balances at begInnIng ofyear (must equal Part X, lIne 33, column (A)) 5 . I 1 44,245,689 2 34,791,542 3 9,454,147 4 827,995 Net unrealIzed gaIns (losses) on Investments 5 6 Donated serVIces and use offaCIIItIes 6 7 Investment expenses 7 8 PrIor perIod adJustments 8 9 Other changes In net assets orfund balances (explaIn In Schedule 0) 10 Net assets orfund balances at end ofyear CombIne lInes 3 through 9 (must equal Part X, lIne 33, column (B)) 9 O 10 10,282,142 Financial Statements and Reporting Check IfSchedule O contaIns a response or note to any lIne In thIs Part XII . I7 Yes 1 No AccountIng method used to prepare the Form 990 I Cash I7 Accrual I_Other Ifthe organIzatIon changed Its method ofaccountIng from a prIor year or checked "Other," explaIn In Schedule 0 2a Were the organIzatIons fInanCIal statements comleed or reVIewed by an Independent accountant? 2a No IfYes,check a box below to IndIcate whetherthe fInanCIal statements forthe year were comleed or reVIewed on a separate baSIS, consolIdated baSIS, or both I Separate baSIS I ConsolIdated baSIS I Both consolIdated and separate baSIS b Were the organIzatIons fInanCIal statements audIted by an Independent accountant? 2b Yes 2C Yes IfYes,check a box below to IndIcate whetherthe fInanCIal statements forthe year were audIted on a separate baSIS, consolIdated baSIS, or both I Separate baSIS c I ConsolIdated baSIS I7 Both consolIdated and separate baSIS If"Yes," to lIne 2a or 2b, does the organIzatIon have a commIttee that assumes responSIbIIIty for overSIght ofthe audIt, reVIew, or comleatIon ofIts fInanCIal statements and selectIon ofan Independent accountant? Ifthe organIzatIon changed eIther Its overSIght process or selectIon process durIng the tax year, explaIn In Schedule 0 3a As a result ofa federal award, was the organIzatIon reqUIred to undergo an audIt or audIts as set forth In the SIngle AudItActand OMB CIrcularA-133? b If"Yes," dId the organIzatIon undergo the reqUIred audIt or audIts? Ifthe organIzatIon dId not undergo the reqUIred audIt or audIts, explaIn why In Schedule 0 and descrIbe any steps taken to undergo such audIts 3a N0 3b Form 990 (2013) Iefile GRAPHIC print - DO NOT PROCESS DLN:93493016009215I OMB No 1545-0047 SCHEDULE D (Form 990) Department of the Treasury Internal Revenue Sewice As Filed Data - Supplemental Financial Statements F- Complete if the organization answered "Yes," to Form 990, Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b h- Attach to Form 990. h- See separate instructions. h- Information about Schedule D (Form 990) and its instructions is at www.irs.gov [form990. Name of the organization Americans for Prosperity m Open to Public Inspection Employer identification number 75-3148958 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 ofyear 2 Aggregate contributions to (during year) 3 Aggregate grants from (during year) 4 Aggregate value at end ofyear 5 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 excluswe legal control? Yes I No Did the organization inform all grantees, donors, and donor adVIsorS in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor adVIsor, or for any other purpose conferring impermiSSible private benefit? ' YeS ' N0 m 1 Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7. Purpose(s) ofconservation easements held by the organization (check all that apply) I Preservation ofland for public use (e g , recreation or education) I Preservation ofan historically important land area Protection of natural habitat I Preservation ofa certified historic structure I Preservation ofopen space Complete lineS 2a through 2d ifthe organization held a qualified conservation contribution in the form ofa conservation easement on the last day of the tax year Held at the End of the Year QnU'N Total number ofconservation easements 2a Total acreage restricted by conservation easements 2b Number ofconservation easements on a certified historic structure included in (a) 2c Number ofconservation easements included in (c) achIred after 8/17/06, and not on a historic structure listed in the National Register 2d Number ofconservation easements modified, transferred, released, extingwshed, or terminated by the organization during the tax year FNumber ofstateS where property subject to conservation easement is located hDoeS the organization have a written policy regarding the periodic monitoring, inspection, handling ofVIolations, and enforcement of the conservation easements it holds? ' YeS ' N0 Yes I No Staff and volunteer hours devoted to monitoring, inspecting, and enforcmg conservation easements during the year hAmount ofexpenses incurred in monitoring, inspecting, and enforcmg conservation easements during the year F$ Does each conservation easement reported on line 2(d) above satisfy the reqUIrementS ofsection 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? In Part XIII, describe how the organization reports conservation easements in itS revenue and expense statement, and balance sheet, and include, ifapplicable, the text of the footnote to the organizations finanCIal statements that describes the organizations accounting for conservation easements m 1a Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets. Complete if the organization answered "Yes" to Form 990, Part IV, line 8. Ifthe organization elected, as permitted under SFAS 116 (ASC 958), not to report in itS revenue statement and balance sheet works ofart, historical treasures, or other Similar assets held for public exhibition, education, or research in furtherance of public serVIce, prOVIde, in Part XIII, the text of the footnote to itS finanCIal statements that describes these items Ifthe organization elected, as permitted under SFAS 116 (ASC 958), to report in itS revenue statement and balance sheet works ofart, historical treasures, or other Similar assets held for public exhibition, education, or research in furtherance of public serVIce, prOVIde the followmg amounts relating to these items (i) Revenues included in Form 990, PartVIII, line 1 h-$ (ii)AssetS includedin Form 990,PartX I"$ Ifthe organization received or held works ofart, historical treasures, or other Similar assets for finanCIal gain, prOVIde the followmg amounts reqUIred to be reported under SFAS 116 (ASC 958) relating to these items RevenueSincluded in Form 990,PartVIII, ine1 b h-$ Assets includedin Form 990,PartX For Paperwork Reduction Act Notice, see the Instructions for Form 990. h-$ Cat No 5 2283 D Schedule D (Form 990) 2013 Schedule D (Form 990) 2013 Page 2 Manizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued) 3 a USIng the organIzatIons achISItIon, acceSSIon, and other records, check any of the followmg that are a SIgnIfIcant use of Its collectIon Items (check all that apply) ' publlc exhlbltlon d I Loan or exchange programs b I Scholarly research c I PreservatIon forfuture generatIons e I Other 4 PrOVIde a descrIptIon of the organIzatIons collectIons and explaIn how they furtherthe organIzatIons exempt purpose In Part XIII 5 DurIng the year, dId the organIzatIon solICIt or recere donatIons ofart, hIstorIcal treasures or other SImIIar assets to be sold to raIse funds ratherthan to be maIntaIned as part ofthe organIzatIons collectIon? Part IV 1a b ' Yes ' No Escrow and Custodial Arrangements. Complete If the organIzatIon answered "Yes" to Form 990, Part IV, lIne 9, or reported an amount on Form 990, Part X, lIne 21. 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 XIII and complete the followmg table Amount C BegInnIng balance d AddItIons durIng the year 3 DIstrIbutIons durIng the year f EndIng balance 2a b DId the organIzatIon Include an amount on Form 990,Part X, Ine 21? I_Yes I_No l If"Yes," explaIn the arrangement In Part XIII Check here Ifthe explanatIon has been prOVIded In Part XIII Endowment Funds. Complete If the organIzatIon answered "Yes" to Form 990, Part IV, lIne 10. (a)Current year (b)PrIor year b (c)Two years back (d )Three years back (e)Four years back 1a BegInnIng ofyear balance ContrIbutIons Net Investment earnIngs, gaIns, and losses Grants or scholarshIps Other expendItures for faCIIItIes and programs AdmInIstratIve expenses End ofyear balance PrOVIde the estImated percentage ofthe current year end balance (lIne lg, column (a)) held as Board deSIgnated or quaSI-endowment hPermanent endowment hTemporarIly restrIcted endowment hThe percentages In lInes 2a, 2b, and 2c should equal 100% 3a b 4 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 . . . . . . . . If"Yes" to 3a(II), are the related organIzatIons lIsted as reqUIre d on Schedule R? 3a(ii) No 3b DescrIbe In Part XIII the Intended uses ofthe organIzatIon's endowment funds m Land, Buildings, and Equipment. Complete If the organIzatIon answered 'Yes' to Form 990, Part IV, lIne 11a. See Form 990, Part X, lIne 10. (a) Cost or other (b)Cost or other (c) Accumulated (d) Book value DescrIptIon of property baSIS (Investment) baSIS (other) deprecIatIon 1a Land b BUIIdIngS c Leasehold Improvements d EqUIpment e Other Total. Add lInes 1a through 1e (Column (d) must equal Form 990, Part X, column (B), line 10(c).) 259,815 53,699 h- 206,116 206,116 Schedule D (Form 990) 2013 ScheduleD(Form990)2013 m Page3 InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12. (a) Description ofsecurity or category (b)Book value (c) Method ofvaluation (Including name of security) Cost or end-ofyear market value (1 )FinanCIal derivatives (2 )C losely-held eqUIty interests Other Total. (Column (b) must equal Form 990, PartX, col (B) We 12) " InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13. (a) Description of investment (b) Book value (c) Method ofvaluation Cost or end-ofyear market value Total. (Column (b) must equal Form 990, PartX, col (B) We 13) " Other Assets. Complete ifthe organization answered 'Yes' to Form 990, Part IV, line 11d See Form 990, Part X, line 15 (a) Description (b) Book value Total. (Column (b) must equal Form 990, Part X, col.(B) lIne 15.) 1 . I- Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25. (a) Description of liability (b) Book value Federal income taxes Payable to affiliate Total. (Column (b) must equal Form 990, PartX, col (B) We 25) 684,656 p. 684,656 2. Liability for uncertain tax pOSItions In Part XIII, prOVIde the text of the footnote to the organization's finanCIal statements that reports the organization's liability for uncertain tax pOSItions under FIN 48 (ASC 740) Check here ifthe text ofthe footnote has been prOVIded in Part XIII [7 Schedule D (Form 990) 2013 Schedule D (Form 990) 2013 m Page4 Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete If the organIzatIon answered 'Yes' to Form 990, Part IV, lIne 12a. Total revenue, gaIns, and other support per audIted fInanCIal statements 2 1 44,701,125 Amounts Included on lIne 1 but not on Form 990, Part VIII, lIne 12 a Net unrealIzed gaIns on Investments 2a b Donated serVIces and use offaCIIItIes 2b c Recoveries of prIor year grants 2c d Other (DescrIbe In Part XIII) 2d e Add lInes 2a through 2d 2e 455,436 3 Subtract lIne 2e from lIne 1 3 44,245,689 4 Amounts Included on Form 990, Part VIII, lIne 12, but not on lIne 1 4c 0 5 44,245,689 c 5 Investment expenses not Included on Form 990, Part VIII, lIne 7b 4a Other (DescrIbe In Part XIII) 4b 455,436 AddlInes4aand 4b Totalrevenue Add lInes 3and 4c. (ThIs must equalForm 990,PartI,lIne 12) m . . . . . Reconciliation of Expenses per Audited Financial Statements With Ex penses per Return. Complete If the organIzatIon answered 'Yes' to Form 990, Part IV, lIne 12a. Total expenses and losses per audIted fInanCIal statements 2 1 35,246,978 Amounts Included on lIne 1 but not on Form 990, Part IX, lIne 25 a Donated serVIces and use offaCIIItIes 2a b PrIor year adjustments 2b c Otherlosses 2c d Other (DescrIbe In Part XIII) 2d e 455,436 Add lInes 2a through 2d 2e 3 Subtract lIne 2e from lIne 1 3 34,791,542 4 Amounts Included on Form 990, Part IX, lIne 25, but not on lIne 1: AddlInes4aand 4b 4c 0 Totalexpenses Add lInes 3and 4c. (ThIs must equalForm 990,PartI,lIne 18) 5 34,791,542 c 5 Investment expenses not Included on Form 990, Part VIII, lIne 7b 4a Other (DescrIbe In Part XIII) 4b m 455,436 Supplemental Information PrOVIde the descrIptIons reqUIred for Part II, lInes 3, 5, and 9, Part III, lInes 1a and 4, Part IV, lInes 1 b and 2b, Part V, lIne 4, Part X, lIne 2, Part XI, lInes 2d and 4b, and Part XII, lInes 2d and 4b Also complete thIs part to prOVIde any addItIonal InformatIon Return Reference Part X, LIne 2 ExplanatIon The fInanCIal statement effects ofa tax pOSItIon taken or expected to be taken are recognIzed In the fInanCIal statements when It Is more lIkely than not, based on the technIcal merIts, that the pOSItIon WIll be sustaIned upon examInatIon Interest and penaltIes, Ifany, are Included In expenses In the statements ofactIVItIes As ofDecember 31, 2013 and 2012, AFP had no uncertaIn tax pOSItIons that qualIfy for recognItIon or dIsclosure In the fInanCIal statements AFP's 2009 through 2013 tax years are open for examInatIon by federal taXIng authorItIes Schedule D (Form 990) 2013 ScheduleD(Form990)2013 ' Su lemental Information Return Reference Pages continued Explanation Schedule D (Form 990) 2013 Iefile GRAPHIC print - DO NOT PROCESS SCHEDULE G (Form 990 or 990-EZ) Department of the Treasury Internal Revenue Sewice Name of the organization Americans for Prosperity As Filed Data - DLN:93493016009215I w Supplemental Information Regarding Fundraising or Gaming Activities Complete ifthe organization answered "Yes" to Form 990, Pait IV, lines 17, 18, or 19, orifthe organization entered more than $15,000 on Form 990EZ, line 6a. _ _ Open to Public PAttach to Form 990 or Form 990-EZ. PSee separate instructions. Ins ection PInfornation about Schedule G (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990. p Employer identification number 75-3148958 m 1 Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17. Form 990EZ filers are not reqUIred to complete this part. Indicate whether the organization raised funds through any of the followmg actiVities Check all that apply a '7 Mail solimtations e '7 SOIICItation of non-government grants b '7 Internet and email solimtations f ' SOIICItation ofgovernment grants c '7 Phone solimtations g ' SpeCIal fundraismg events d '7 In-person solimtations 2a b Did the organization have a written or oral agreement With any indiVidual (including officers, directors, trustees or key employees listed in Form 990, Part VII) or entity in connection With professmnal fundraismg serVIces? '7 Yes No If"Yes," list the ten highest paid indiViduals or entities (fundraisers) pursuant to agreements under which the fundraiser is to be compensated at least $5,000 by the organization (i) Name and address of indiVidual or entity (fundraiser) 1 Three Creative (ii) ActiVity (iii) Did fundraiser have custody or control of contributions? Yes No (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 Direct mail fundraismg 10211 W'Cp' C'rC'e SUIte 100 No 855,037 108,370 746,667 No 166,719 44,503 122,216 No 43,333 29,707 13,626 No 1,766 143,232 -141,466 1,066,855 325,812 741,043 Columbia, MD 21146 2 BrilliantCommunications 9305 SchubertCt Direct mail fundraismg Vienna,VA 22182 3 The Heritage Company PO Box 16325 Telephone solimtation Little Rock, AR 72231 4 Direct mail American Target fundraismg Advertismg 9625 Surveyor CourtSUIte 400 Manassas,VA 20110 5 6 7 8 9 10 Total. 3 .P List all states in which the organization is registered or licensed to SOIIClt contributions or has been notified it is exempt from registration or licensmg AL,AK, co, CT, DC, FL, GA, HI, IL, KS, KY, LA, ME, MD, MA, MN, Ms, NH, NJ, NM, NY, Nc, ND, OH, OK, OR, PA, RI, SC,TN, UT,VA,WA, wv, WI,AR,CA For Paperwork Reduction Act Notice, see the Instructions for Form 9900r 990-EZ. Cat No 50083H Schedule G (Form 990 or 990-EZ) 2013 Schedule G (Form 990 or 990-EZ) 2013 m Page 2 Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraismg event contributions and gross income on Form 990EZ, lines 1 and 6b. List events With gross receipts greater than $5,000. I11 2 I11 5 1 Gross receipts 2 Less Contributions a: 3 Gross income (line 1 minus line 2) 4 Cash prizes to <1:E <1:G. Ii 5 Noncash prizes 6 Rent/faCIlity costs 7 Food and beverages E 5. 8 Entertainment 9 Other direct expenses (a) Event #1 (b) Event #2 (c) Other events (event type) (event type) (total number) (d) Total events (add col (a) through col (c)) 10 Direct expense summary Add lines 4 through 9 in column (d) It 11 Net income summary Subtract line 10 from line 3, column (d) P ( ) Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990EZ, line 6a. '11 2 I11 5 (a) Bingo (b) Pull tabs/Instant bingo/progresswe bingo (c) Other gaming a: 1 Gross revenue 3 in E g 2 Cash prizes 3 Non-cash prizes U 4 Rent/faCIlity costs E C: 5 Otherdirect expenses 6 Volunteerlabor 7 Direct expense summary Add lines 2 through 5 in column (d) P 8 Net gaming income summary Subtract line 7 from line 1, column (d) It 9 ' Yes_____________ ___/9__ ' No ' Yes_____________ ___/9__ ' No (d) Total gaming (add col (a) through col (c)) ' Yes_____________ ___/9__ ' No Enterthe state(s) in which the organization operates gaming actiVities Is the organization licensed to operate gaming actiVities in each of these states? ' YeS ' N0 If"No," explain 10a b Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? . I Yes I No If"Yes," explain Schedule G (Form 990 or 990-EZ) 2013 ScheduleG(Form 990 or990-EZ)2013 Page3 11 Does the organization operate gaming actiVities With nonmembers? 12 . . . . . . . . . . . . . . . . . _Yes ' No Is the organization a grantor, benefICIary ortrustee ofa trust or a member ofa partnership or other entity formed to administercharitable gaming? 13 . . . . . . . . . . . . . . . . . . . . . . . . . . I_Yes ' No Indicate the percentage ofgaming actiVity operated in The organization's faCIlity 14 13a % AnoutSIdefaCIlity........................13b . . . . . . . . . . . . . . . . . . . . . . % Enterthe name and address of the person who prepares the organization's gaming/speCIal events books and records NameI' Address I" 15a Does the organization have a contract With a third party from whom the organization receives gaming revenue?...................................... _Yes _No b If"Yes," enterthe amount ofgaming revenue received by the organization It $ and the amount ofgaming revenue retained by the third party It $ C If"Yes," enter name and address ofthe third party Name? Address It 16 Gaming managerinformation NameF _____________________________________________________________________________________________________________________________________________________________________________________ __ Gaming manager compensationI' $ ___________________________________________ __ Description ofserVIces prOVIded It ' Director/officer 17 ' Employee ' Independent contractor Mandatory distributions a Is the organization reqUIred understate lawto make charitable distributions from the gaming proceeds to retainthestategaminglicense? b . . . . . . . . . . . . . . . . . . . . . . . . . . . . _Yes _No Enterthe amount ofdistributions reqUIred under state law distributed to other exempt organizations or spent in the organization's own exempt actiVities during the tax year? $ Part IV Supplemental Information. Prowde the explanations reqUIred by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to prowde any additional information (see instructions). Return Reference Schedule G Part1 Lme 2b ' ' Explanation In 2012, the Organization retained American Target Advertismg for direct mail fundraismg support The money was raised primarily in 2012, while payment to the vendor was made at the end ofthe fundraismg support campaign in 2013 Schedule G (Form 990 or 990-EZ) 2013 Iefile GRAPHIC print - DO NOT PROCESS m 1 2 DLN: 93493016009215 . . . Grants and Other Assistance to Organizations, OMB No 1545-0047 Governments and IndIVIduals In the United States Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22. P AttaCh to Form 990 I" Information about Schedule I (Form 990) and its instructions is at www.irs.gov (form990. 1 3 ScheduleI (Form 990) Department of the Treasury Internal Revenue SeNice Name of the organization Americans for Prosperity As Filed Data - Inspection Employer identification number 75 3148958 General Information on Grants and Assistance Does the organization maintain records to substantiate the amount of the grants or a55istance, the grantees' eligibility for the grants or a55istance, and the selection criteria used to award the grants or a55istance? . . . . . . . . . Describe in Part IV the organization's procedures for monitoring the use ofgrant funds in the United States m I7 Yes I No 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. Part II can be duplicated if additional space is needed. (a) Name and address of organization or government (1)Enterprise Freedom Action Committee 1090 VermontAve NW SUIte 800 Washington,DC 20005 (b) EIN 26-0563406 (c) IRC Code section ifapplicable (d) Amount ofcash grant 501(c)(4) (e) Amount of noncash a55istance 200,000 2 Entertotalnumberofsection501(c)(3)andgovernmentorganizationslistedintheline1table. Entertotalnumberofotherorganizationslistedinthelineltable. For Paperwork Reduction Act Notice, see the Instructions for Form 990. . . . . . . (h) Purpose ofgrant or a55istance Program Support 3 . (f) Method of (9) Description of valuation non-cash a55istance (book, FMV, appraisal, other) . . . . . . . . . . . Cat No 50055P . . . . . . . . . . . . . . . . . . . . It . 0 I" 1 Schedule I (Form 990) 2013 Schedule I (Form 990) 2013 m Page 2 Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22. Part III can be duplicated if additional space is needed. (a)Type ofgrant or a55istance Part IV (c)Amount of cash grant (d)Amount of non-cash a55istance (e)Method ofvaluation (book, FMV, appraisal, other) (f)Description of non-cash a55istance Supplemental Information. Prowde the information reqwred in Part I, line 2, Part III, column (b), and any other additional information. Ret urn Reference Part I, Line 2 (b)Number of reCIpients Explanation Grant funds were paid pursuant to an agreement reqUIring the reCIpient to expend the funds for appropriate purposes Schedule I (Form 990) 2013 Iefile GRAPHIC print - DO NOT PROCESS Schedule J (Form 990) Department Ofme Treasury Internal ReVenue Sen/Ice As Filed Data - DLN: 93493016009215I Compensation Information OMB No 1545-0047 For certain Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees F- Complete if the organization answered "Yes" to Form 990, Part IV, line 23. h- Attach to Form 990. h- See separate instructions. h- Information about Schedule J (Form 990) and its instructions is at www.irs.gov [form990. Name of the organization Americans for Prosperity 1 3 _ open to Pybllc InsPeCtlon Employer identification number 75-3148958 m Questions Regarding Compensation Yes 1a b 2 3 No Check the appropiate box(es) if the organization prOVIded any of the followmg 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 I7 First-class or chartertravel I Housmg allowance or reSIdence for personal use Travel for companions Payments for busmess use of personal reSIdence Tax idemnification and gross-up payments Health or SOCIaI club dues or initiation fees I Discretionary spending account Personal serVIces (e g , maid, chauffeur, chef) Ifany ofthe boxes in line 1a are checked, did the organization followa written policy regarding payment or reimbursement or plOVlSlon ofall ofthe expenses described above? If"No," complete Part III to explain 1b Yes Did the organization reqUIre substantiation priorto reimbursmg or allowmg expenses incurred by all directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? 2 Yes Receive a severance payment or change-ofcontrol payment? 4a Yes PartICIpate in, or receive payment from, a supplemental nonqualified retirement plan? 4b No PartICIpate in, or receive payment from, an eqUIty-based compensation arrangement? 4c No The organization? 5a No Any related organization? 5b No The organization? 6a No Any related organization? 6b No Indicate which, ifany, of the followmg the filing organization used to establish the compensation of the organization's CEO/Executive Director Check all that apply Do not check any boxes for methods used by a related organization to establish compensation ofthe CEO/Executive Director, but explain in Part III 4 I7 Compensation committee I Independent compensation consultant I7 Written employment contract Compensation survey or study I7 Form 990 of other organizations I7 Approval by the board or compensation committee During the year, did any person listed in Form 990, Part VII, Section A, line 1a With respect to the filing organization or a related organization c If"Yes" to any oflines 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. 5 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 If"Yes," to line 5a or 5b, describe in Part III 6 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 b If"Yes," to line 6a or 6b, describe in Part III 7 8 9 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 7 Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was subject to the initial contract exception described in Regulations section 53 4958-4(a)(3)? If"Yes," describe in Part III 8 If"Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53 4958-6(c)? 9 For Paperwork Reduction Act Notice, see the Instructions for Form 990. C at N o 5 00 5 3T Yes No Schedule J (Form 990) 2013 Schedule J (Form 990) 2013 Page 2 m Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplIcate copIes If additional space Is needed. For each IndIVIdual whose compensatIon must be reported In Schedule J, report compensatIon from the organIzatIon on row (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 ofcolumns (B)(I)-(III) for each lIsted IndIVIdual must equal the total amount of Form 990, Part VII, SectIon A, lIne 1a, applIcable column (D) and (E) amounts forthat IndIVIdual (A) Name and TItle (B) Breakdown ofW-2 and/or 1099-MISC compensatIon (iii) Other (ii) Bonus & 0) Base reportable 'ncent'Ve com ensat on p compensatIon compensatIon (C) RetIrement and other deferred compensatIon (D) Nontaxable benefIts (E) Total ofcolumns (B)( )-(D) (F) CompensatIon reported as deferred In prIor Form 990 (1)TIm PhIIIIps PreSIdent (_i_) (II) 155,010 103,340 51,000 34,000 0 0 4,590 3,060 14,089 9,393 224,689 149,793 0 0 2 Luke HIl emann () g ChIefOperatIng OffIcer . (I) .. (II) 22,134 115,089 12,904 67,096 0 0 1,056 5,491 1,321 6,869 37,415 194,545 0 0 (3)Jhn part'al year VP,Flynn Secretary, General Cou (i) .. (n) 60,615 113089 0 0 0 0 1 ' 832 3,418 2 ' 564 4,784 65 ' 011 121,291 0 0 (4)Teresa Oelke State DIrector U) (ii) 47,683 110,200 12,081 27,919 0 0 1,793 4,144 651 1,504 62,208 143,767 0 0 (5)ChrlstopherFInk Sr Ofcer, External AffaI (i) (ii) 41,064 134,413 19,890 65,110 0 0 1,790 5,860 1,588 5,199 64,332 210,582 0 0 6 Robert Stuber (Dlzectorof Development_ Direct . (I) (II) 85,156 54,844 10,340 6,660 0 0 2,865 1,845 3,812 2,455 102,173 65,804 0 0 (7)Derrlck Sontag State DIrector (i) (ii) 24,897 106,774 5,673 24,328 0 0 917 3,933 1,258 5,394 32,745 140,429 0 0 (8)Corey LewandowskI RegIonal DIrector of State OperatIon (i) .. (n) 248 51 O 10 50 359 O 105'754 211949 0 4:254 21,205 153,162 0 Schedule J (Form 990) 2013 Schedule J (Form 990) 2013 Page 3 m Supplemental Information PrOVIde the Information, explanation, or descriptions reqUIred for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II Also complete this part for any additional information Return Reference Explanation Part I, Line 1a First class travel may be prOVIded due to last minute flight changes where there was no other available alternative All travel is fora bona fide busmess purpose Part I, Line 3 The organization relied on the methods used by Americans for Prosperity Foundation (a related organization) to establish the compensation of the organization's PreSIdent Part I, Line 4a Steve Corder, the now formerVice PreSIdent, Treasurer and CFO received a severance payment in the amount of$12,692 from the organization and related organization LikeWise, Tracy Henke, the now former Executive Vice PreSIdent, received a severance payment in the amount of 114,500 from the organization and related organization Part I, Line 7 Employees are eligible to receive discretionary bonuses based on performance Schedule J (Form 990) 2013 Iefile GRAPHIC print - DO NOT PROCESS Schedule L (Form 990 or 99042) Department ofthe Treasury internal Revenue Semce As Filed Data - DLN: 93493016009215I Transactions With Interested Persons F- Complete if the organization answered "Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c, or Form 990-EZ, Part V, line 38a or 40b. h- Attach to Form 990 or Form 990-EZ. h- See separate instructions. h-Information about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov [form990. Name of the organization Americans for Prosperity W Open to Public Inspection Employer identification number 75-3148958 Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only). Complete ifthe organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b (a) Name ofdisqualified person (b) Relationship between disqualified (c) Description of transaction (d) Corrected? person and organization Yes No m 1 2 Enterthe amount oftax incurred by organization managers or disqualified persons during the year under section 3 Enterthe amount oftax, ifany, on line 2, above, reimbursed by the organization . . . . . . . I" $ m Loans to and/or From Interested Persons. Complete ifthe organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26, or ifthe organization reported an amount on Form 990, Part X, line 5, 6, or 22 (a) Name of (b) (c) (d) Loan to (e)Origina (f)Ba ance (g) In (h) (i)Written interested Relationship Purpose of or from the prinCIpal due default? Approved agreement? person With loan organization? amount by organization board or committee? To Total m P F ro m Yes No $ Yes No Yes No I Grants or Assistance Benefitting Interested Persons. Complete if the organization answered "Yes" on Form 990, Part IV, line 27. (a) Name of interested person (b) Relationship between interested person and the organization (c) Amount ofa55istance For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. (d) Type ofa55istance Cat No 50056A (e) Purpose ofa55istance Schedule L (Form 990 or 990-52) 2013 Schedule L (Form 990 or 990-EZ) 2013 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 oflnterested person (b) Relatlonshlp (c) A mount of (d) Descrlptlon of transactlon between Interested transactlon person and the organization (e) Sharlng organlzatlon's revenues? Yes (1)Chr stopher FInk Famlly relatlonshlp WIth Dlrector, Rlchard FInk 64,332 Employee compensatlon No No Supplemental Information PrOVIde addltlonal Informatlon for responses to questlons on Schedule L (see Instructlons) Ret urn Reference Explanation Schedule L (Form 990 or 990-EZ) 2013 Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493016009215I Noncash Contributions OMB N 1545'0047 rComplete if the organizations answered "Yes" on Form 3 990, Part IV, lines 29 or 30. _ Departmentofihe Treasury p Attach to Form 990_ Open to Public Internal Revenue SerVICe IvInformation about Schedule M (Form 990) and its instructions is at www.irs. : ov form990. Ins I ection N ame of the organization Employer identification number Americans for Prosperity 75-3148958 m Types of Property (a) Check if applicable (b) Number ofcontributions or items contributed (C) Noncash contribution amounts reported on Form 990,PartVIII, ine 19 (d) Method ofdetermining noncash contribution amounts A rtWorks of art A rtH istorical treasures A rtFractional interests Books and publications U'l-hWNl-l Clothing and household goods Cars and other vehicles Boats and planes Intellectual property UQNOS SecuritiesPublicly traded . 10 SecuritiesClosely held stock . 11 SecuritiesPartnership,LLC, ortrustinterests . . SecuritiesMiscellaneous 12 13 15 Qualified conservation contributionHistoric structures . Qualified conservation contributionOther RealestateResrdential 16 Real estateCommercral 14 17 Real estateO ther 18 Collectibles 19 Food inventory 20 Drugs and medical supplies 21 Taxrdermy X 1 50,250 Fair market value 22 Historical artifacts 23 Screntific specrmens 24 A rcheological artifacts 25 Otherlv( 26 Otherlv( ) 27 Otherlv( ) 28 Otherlv( 29 Number of Forms 8283 received by the organization during the tax yearfor contributions for which the organization completed Form 8283, Part IV, Donee Acknowledgement . . ) ) . 29 Yes 30a No During the year, did the organization receive by contribution any property reported in Part I, lines 1 through 28, that it must hold for at least three years from the date of the initial contribution, and which IS not requrred to be used for exempt purposes forthe entire holding period? . . . . . . . . . . . . . . . . . . 30a No b If"Yes," describe the arrangement in Part II 31 Does the organization have a gift acceptance policy that requrres the revrew ofany non-standard contributions? 31 32a Does the organization hire or use third parties or related organizations to solicrt, process, or sell noncash contributions'r.......................... 32a Yes No b If"Yes," describe in Part II 33 Ifthe organization did not report an amount in column (c) for a type of property for which column (a) IS checked, describe in Part II For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 51227] Schedule M (Form 990) (2013) Schedule M (Form 990) (2013) Page 2 Supplemental Information. Provnde the Information requnred by Part 1, lines 30b, 32b, and 33, and whether the organization IS reporting In Part 1, column (b), the number of contributions, the number of Items recelved, or a combination of both. Also complete this part for any addltlonal Information. Return Reference Part I, Column (b) Explanation The number ofcontrlbutors represents the number ofcontrlbutlons, not the number ofltems contributed Schedule M (Form 990) (2013) Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN:93493016009215I OMB No 1545-0047 SCHEDULE 0 (Form 990 or 990-EZ) Department of the Treasury Internal Revenue Sewice Name of the organization Americans for Prosperity Supplemental Information to Form 990 or 990-EZ Complete to provide information for responses to specific questions on Open to Public Form 990 or to provide any additional information. Inspection h- Attach to Form 990 or 990-EZ. h- Information about Schedule 0 (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990. Employer identification number 75-3148958 990 Schedule 0, Supplemental Information Return Reference Explanation Form 990, Part VI, Section A, line 1 Form 990, Part VI, Section A, line 2 Richard Fink and Chris Fink have a family relationship Form 990, Part VI, Section B, line 11 The Form 990 is prepared by an independent CPA firm The COO, CFO, and General Counsel rev iew the Form 990 The board is prOVIded the 990 for reVIeW and questions prior to filingt he return Form 990, Part VI, Section B, line 120 Each director, officer, and member of a committee With governing board delegated powers sh all annually Sign the conflict of interest statement The Chairman reVIews the Signed stat ements If a conflict arises, that indiViduaI would abstain from voting and partICIpating in the discusswn of that matter Form 990, Part VI, Section B, line 15 The board for Americans for Prosperity Foundation, a related organization, reVIews compara tive data in determining pay for the CEO and other officers and key employees This proces s is documented in the minutes This process was last completed during the tax year for al officers Form 990, Part VI, Section C, line 19 The organization makes available to the public documents reqUIred by law to be made publicly available in accordance With IRS procedures Form 990, Part V, Line 2a, Part VII, Part IX, Lines 5 -10 and Schedule J The filing organization shares employees With Americans for Prosperity Foundation, a relat ed organization The related organization handles all applicable filings With the IRS Com pensation paid to indiViduals working for both organizations is reported in Part VII, Part IX and Schedule J based on the percentage of time devoted to each respective organization Part VII, Columns D and E need to be added together in order to tie out to Form W2, Box 5 wages Form 990, Part XII, Line 2c The organization's Board assumes responSIbility for over8ight of the audit of its finanCIa Istatements and selection of its independent accountant This process has not changed Sln ce the prior year Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - F o rm Depanmentohe Treasury DLN: 93493016009215 OMB No 1545-0047 . . . Related Organizations and Unrelated Partnerships SCHEDULE R ( F- Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37. h- Attach to Form 990. h- See separate instructions. h- Information about Schedule R (Form 990) and its instructions is at www.irs.gov [form990. Open to Public Inlemal Revenue Sewice InsPeCtion Name of the organization Americans for Prosperity Employer identification number 75-3148958 m Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33. (a) Name, address, and EIN (if applicable) of disregarded entity (1) PRDIST LLC 2111 Wilson Blvd SUIte 350 Arlington, VA 22201 273120702 m (b) Primary actiVity Educate and mobilize citizens (C) Legal domicile (state or foreign country) (d) Total income VA (e) Endofyear assets 0 (0 Direct controlling entity 0 Americans for Prosperity 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 taxexempt organizations during the tax year. (a) Name, address, and EIN of related organization (1) Americans for Prosperity Foundation (b) Primary actiVity Educate citizens (C) Legal domicile (state or foreign country) DE (d) Exempt Code section 501(c)(3) 2111 Wilson Blvd 350 (e) Public charity status (if section 501(c)(3)) (f) Direct controlling entity Line 7 (9) Section 512(b) (13) controlled entity? Yes No No N/A Arlington, VA 22201 521527294 For Paperwork Reduction Act Notice, see the Instructions for Form 990. C at N o 5 O 1 3 SY Schedule R (Form 990) 2013 Schedule R (Form 990) 2013 m Page 2 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 Part IV (b) PrImary actIVIty (C) Legal domIcIle (state or foreIgn country) (d) DIrect controllIng entIty (e) (f) (9) (h) (i) (J') PredomInant Share of Share of DIsproprtIonate Code VUBI General or Income(related, total Income endofyear allocatIons7 amount In box managIng unrelated, assets 20 of partner? excluded from Schedule K1 tax under (Form 1065) sectIons 512 514) Yes No Ya No (k) Percentage ownershIp 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, 5 corp, or trust) (f) Share of total Income (9) Share of end ofyear assets (h) Percentage ownershIp (i) SectIon 512 (b)(13) controlled entIty7 Yes No Schedule R (Form 990) 2013 ScheduleR(Form 990)2013 Page3 Transactions With Related Organizations Complete If the organIzatIon answered "Yes" on Form 990, Part IV, Me 34, 35b, or 36. Note. Complete lIne 1Ifany entIty Is lIsted In Parts II, III, or IV ofthIs schedule Yes N0 1 DurIng the tax year, dId the orgranIzatIon engage In any of the followmg transactIons WIth one or more related organIzatIons lIsted In Parts II-IV? a ReceIpt of (i) Interest (ii) annUItIes (iii) royaltIes or (iv) rent from a controlled entIty 1a No b GIft, grant, or capItal contrIbutIon to related organIzatIon(s) 1b N0 c GIft, grant, or capItal contrIbutIon from related organIzatIon(s) 1C N0 d Loans or loan guarantees to or for related organIzatIon(s) 1d N0 e Loans or loan guarantees by related organIzatIon(s) 1e N0 f DIVIdends from related organIzatIon(s) 1f N0 9 Sale ofassets to related organIzatIon(s) lg No h Purchase ofassets from related organIzatIon(s) 1h N0 i Exchange ofassets WIth related organIzatIon(s) 1i N0 j Lease of faCIIItIes, eqUIpment, or other assets to related organIzatIon(s) 15 N0 k Lease of faCIIItIes, eqUIpment, or other assets from related organIzatIon(s) 1k No 1' N0 I 2 Performance ofserVIces or membershIp orfundraISIng solICItatIons for related organIzatIon(s) m Performance ofserVIces or membershIp orfundraISIng solICItatIons by related organIzatIon(s) 1' n SharIng of faCIIItIes, eqUIpment, maIlIng lIsts, or other assets WIth related organIzatIon(s) 1" Yes N0 0 SharIng of paId employees WIth related organIzatIon(s) 10 Yes p ReImbursement paId to related organIzatIon(s) for expenses 1p Yes q ReImbursement paId by related organIzatIon(s) for expenses 11 Yes r Othertransfer ofcash or property to related organIzatIon(s) 1r No 5 Othertransferofcash or property from related organIzatIon(s) 15 N0 Ifthe answerto 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 related organIzatIon (b) TransactIon type (as) (C) Amount Involved (d) Method of detennInIng amount Involved Schedule R (Form 990) 2013 Schedule R (Form 990) 2013 Page4 m Unrelated Organizations Taxable as a Partnership Complete If the organIzatIon answered "Yes" on Form 990, Part IV, lIne 37. PrOVIde the followmg InformatIon for each entIty taxed as a partnershIp through thch the organIzatIon conducted more than ve percent of Its actIVItIes (measured by total assets or gross revenue) that was not a related organIzatIon See InstructIons regardIng exclu5Ion for certaIn Investment partnershIps (a) Name, address, and EIN of entIty (b) PrImary actIVIty (C) Legal d0m C le (state or foreIgn country) (d) PredomInant Income (related, unrelated, excluded from tax under sectIons 512 514) (e) Are all partners sectIon 501(c)(3) organIzatIons7 Ys No (f) Share of total Income (9) Share of endofyear assets (h) DIsproprtIonate allocatIons7 Yes No (i) Code V7UBI amount In box 20 of Schedule K1 (Form 1065) (J') General or managIng partner? Yes (k) Percentage ownershIp No Schedule R (Form 990) 2013 Schedule R (Form 990) 2013 m Page 5 Supplemental Information PrOVIde addItIonal Information for responses to questions on Schedule R (see Instructions) Ret urn Reference Explanation Schedule R (Form 990) 2013