Page 1 of41 : pr¡nt - DO NOT PROCESS efile GRAP -..990 %t OMB No. 1545-0047 under section 501(c), 527, or 4947(a)(t) of the rnternal Revenue code (except pr¡vate 2016 foundations) > Do not enter soc¡al security numbers on th¡s form as it may be made public. Þ InFormation about Form 990 and its instructions is at www.IRS.oov/fòrm99l. lnternal Revenue Serv¡ce A For the 2016 calendar B Check D DLN: 934933L3OOL247 Return of Organizat¡on Exempt From Income Tax Department of the Treasury Address change Name change ! Init¡al return Open to Public Inspection 1-2016 Name of Amer¡cans ¡f applicable: E D Employer identlf¡cation number Prosperity 75-3148958 as E nnat E Amended return Appl¡cation pend I ORIGINAL DATA - Production street (or is not delivered 1310 N Courthouse Rd No 700 E Room/su¡te Telephone number (703) 224-3200 C¡ty or town, state or province, country, and ZIp or foreign postal Arlinqton, VA 2220t G Gross receipts $ 66,O77,637 F Name a a ol principal Emily Siedel 1310 N Courthouse Rd No 700 H(a) rq^ v^s¡"PL *"*' status: I Tax-exemDt Ll - s01(c)(3) M sor(.) ( 4 ) {(¡nsert no.) n J Website:l¡ www.americansforprosperity.org KFormof organizat¡on: M corporat¡on ! trurt ! Association n cg+z(u)(r) o, I Is this a group return for subord¡nates? H(b) . . Are all subordinaLes included? LJ yes LJNo If "No," aÈtach a list. (see instructions) szt H(c) Group exemption n¿mber L Year of format¡on: 2004 otnert* lyur M ruo ) M State of legal domlclle: DC Summ 1 Briefly describe the organization's mission or most significant act¡v¡ties: c trÀ q.r âhñr rl- thê ¡mnâ.¡ (l ^f cn,,n/ a¡^ nñm¡. nô¡¡.\/ nn fho n¡iianrc IJ 0) 2 check this oox > ! it the organization discontinued its operations or disposed of more than 250lo of its net 3 Number of voting members of the governing body (part VI, line 1a) LI s 3 4 Number of independent voting members ofthe governing body (part VI, line 1b) 5 Total number ot individuals employed in calendar year 2016 (palt V, line 2a) 6 Total number of volunteers (est¡mate if necessary) 7a Total unrelated business revenue from part VIII, column (C), l¡ne 12 4l :¡ l! { b Net unrelated businêss taxable income from Form 990-T, line 34 rÍ ,1, dt åJ {q ñ x IJJ 8 Contributions and grants (Part VIII, line th) 9 Program service revenue (Palt VIII, l¡ne 29) 10 Investment income (Part VIII, column (A), l¡nes 3, 4, and 7d ) 1l Other revenue (Part VIII, column (A), lines 5, 6d, Bc,9c, 1Oc, and 11e) 12 Total revenue-add lines B through 11 (must equal part VIII, column (A), line 12) 13 Grants and sim¡lar amounts paid (part IX, column (A), lines 1-3 ) 14 15 Benefits paid to or for members (paft IX, column (A), line 4) Salaries, other compensation, employee benefits (part IX, column (A), lines 5-10) 164 Professional fundraising fees (Part IX, column (A), l¡ne 1le) b Total fundrais¡ng expenses (part IX, column (D), l¡ne 25) >6,917,077 17 Other expenses (Part IX, column (A), lines 11a-11d, ILf-24e) 18 19 , Total expenses. Add lines 13-17 (must equal part IX, column (A), line 25) Revenue less expenses. Subtract line 18 from line 12 E tþ tL Pa 20 21 22 rttl 0 6 7 5 7 td 0 0 Current Year 44,205,737 63,744,929 t27,228 97,572 -633 13,549 50,259 766,226 44,382,585 64,O22,276 497,567 82 1,506 c 0 17,55r,97ç 22,42O,2L3 206,381 273,677 27,472,OO( 34,8s0,a44 45,727,93= 58,306,180 -t,34s,34t Beginn¡ng of Current Year Õ E 5 7b Pr¡or Year g 4 5,7t6,096 End of Year Total assets (PaÉ X, line 16) Total l¡abilit¡es (Part X, line 26) 6,887,s4C 1L,076,564 5,680,696 4,ts3,624 Net assets or fund balances. Subtract line 21 from l¡ne 20 7,206,844 6,922,94O S ld nature https ://eup. eps. irs. gov/mef/rrdprd/sdi/proxy/printSub l2ltIl20t7 Page 2 of 4I Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of rhy knowledge and belief, it is true, (orrect, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has J Sign Here Paid Preparer Use Only Date nature of offlcer Print/Type prep?rer's name David C Moja crouse Flrm's name Firm's address Preparer's slgnature Davld C lvoja f.972 LLP Emerson Parkway STE A Greenwood, IN Date ctrec* n Firm's EIN ¡¡ > PTIN POO747006 36-3990892 Phone no. (317) 885-2620 46143 M May the IRS discuss this return With the preparer shown above? (see instructions) For Paperwork Reduct¡on Act Notice, see the separate instruct¡ons. https ://eup. eps. irs. gov/mef/ndprd/sdi/proxy/printSub Cat. No. 11282Y Y." E Form ¡¡o 99O (2016) I2IIII2OIT Page 3 of41 Form 990 (2016) Part III Statement of prog ram Service Accomplishments Check if Schedule O tns a descri the organization's mission 1 Educate Page or line in th¡s Palt to 2 n III u'S' citizens about the impact of sound economic policy on the nation's economy and social structure, and mobilize cit¡zens to be involved in fiscal mâtlêrq 2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 99O-EZ? If "Yes," describe these new services on Schedule 3 ly"" Did the organization cease conducting, or make signiFicant changes in how it conducts, any program services? , nv." . If "Yes," describe these changes on Schedule Mno O. M no O. 4 Describe Ehe organizat¡on's p.ro_gram service accomplishments for each of its three largest program services, as measured by expenses, Section 501(c)(3) and 501(c)(4) organizations are required to report lhe amount of giants and allocations io others, the toúl eipenses, and revenue, if any, for each program service reported. 4a (code: 4b (Code: 4c (Codei 4d Other program services (Describe in Schedule O.) 33,O28t577 including grants of g ) (Expenses g 263,798 ) ) (Revenue g National off¡ce - Educate u.S. citizens about the ¡mpact of sound economic policy on the nat¡on's economy and social structure and mobil¡ze c¡t¡zens to be ¡nvolved in f¡scal and regulatory economic matters at the national level. 12,731t7A6 including grants of g ) (Expenses g 821,506 ) (Revenue $ State chapters - Educate U,s. c¡t¡zens about the impact of sound economic pol¡cy on the nation's economy and soc¡al structure, and mob¡llze citizens to be lnvotved ln f¡scal and regulatory economic matters at the state level. (Expenses ) (Expenses $ 4Þ Total orooram servíce exDenses ) g ¡ncluding grants of g ¡nclud¡ng grants of g ) (Revenue ) (Revenue g g 45.760 363 Form 99O (2016) https ://eup. eps. irs. gov/mef/ndprd/sdi/proxy/printSub l2lrU20r7 Page 4 of 4l Form 990 (2016) ired Yes 1 ls the organization described in section 501(c)(3) or a947(a)(L) (other than a private toundation)? If "Yes," complete Schedule A nÐ 2 3 Is the organization required to complete Schedute B, Schedute of Contr¡butors (see ¡nstructions)? ' Did the organization engage in direct or indirect political campaign activit¡es on behalf of or in opPosition to candidates for public olfice? If "Yes," complete schedule C, Paft I'ø 4 Section 50f(c)(3) organ¡zations' Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? C, Part il If'Yes,'complete Schedule 5 6 7 I 9 Is the organization a section 501(c)(a), 501(cX5), or 501(c)(6) organization thaÈ receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes,' complete Schedute C, Part IüW Did the organization maintain any donor advised funds or any sim¡lar funds or accounts for which donors have the right to provide advice on the distribution or i_nvestment of amounts in such tunds or accounts? If ';'Yes," complete Schedute D, Paft I fåà Did the organization receive or hold a conservation easement, including easements to preserve open.space, the environment, historic land areas, or histor¡c structures? ff'Yes,'complete Schedule D, Part IIÈ) ' Did the organization maintain collections of works of aft, historical treasures, or other sim¡lar assets? If "Yes," complete Schedute D, Part IIIffiJ Did the organizaEion 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, Part IVÞ) 10 Did the organization, directly or through a related organizat¡on, hold assets in temporarily restr¡cted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part V W 11 If the organizat¡on's answer to any of the following questions is "Yes," then complete Schedule D, Palts VI, VII, VIII, Not No 1 2 Yes Yes 3 4 5 No 6 No 7 No 8 No 9 No 10 No or X as applicable, Did the organization report an amount fo¡land, buildings, and equipmenL in Part X, line 10? 11a "Yes," comptete Schedute D, Part VI. ffi b Did the organization report an amount tor investments-other securit¡es in Part X, line 12 that is 5olo or more of ¡ts total 11b assets repofted in Part X, liîe 16? If "Yes," complete Schedule D, Part VII% c Did Ehe organization report an amount for investments-program related in ParÈ &,line 13 that is 5olo or more of its 1lc total assets reported in Part X, line 16? If "Yes," complete Schedule Dt Pa¡t VIilW d D¡d the organizat¡on report an amount For other assets in Pa,rt X, line 15 that is 5olo or more of ¡ts total assets repofted 1ld in Part X, line 16? ff "Yes," complete Schedute D, Paft IXffi ' a If e Did the organization report an amount for other liabilities in Part X, line 25? I If "Yes," complete Schedule D, Paft X %) No Yes Yes 13 l4a Did the organization ma¡ntain an office, employees, or agents outside of the United b No 11e ff b No Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses 11f the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part XÊ) Did the organization obtain separate, independent eudited financial statements for the tax year? "Yes," comptete Schedute D, Parts XI and XII 9) Was the organization included ¡n consolidated, independent audited financial statements for the tax year? If "Yes," and if the organ¡zat¡on answered "No" to line 12a, then complet¡ng Schedule D, Parts XI and XII ¡s opt¡onal Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E 12a Yes States? . Did [he organizat¡on have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments . valued at $100,000 or more? If "Yes,' complete Schedule F, Parts I and IV l2a Yes L2b Yes 13 No l4a No l4b No 15 Did the organizat¡on report on Palt IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organizalion? If "Yes," complete Schedule F, Parts II and IV 15 No 16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If "Yes," complete Schedule F, Parts Iil and IV , 16 t7 Did the organization report a total of more than $15,000 of expenses for protessional fundraising services on Part IX, g column (A), lines 6 and !!e? ff "Yes," comptete Schedute G, Part I (see instructions) Did the organization report more than $15,000 total of fundraising event gross income and contr¡butions on Part VIII, lines 1c and 8a? If "Yes," complete Schedute G, Part n S Did the organization report more than $15,000 oF gross income from gaming activities on Part VIII, line 9a? ff "Yes," PaÌt ïn %l Schedule 18 19 t7 18 19 No Yes No No Form 99O (2016) https ://eup.eps.irs. gov/mef/ndprd/sdi/proxy/printSub l2lru20t7 Page 5 of41 Form 990 (2016) . Part IV Checklist of Page ired Schedules continued) Yes 2oa D¡dtheorganizationoperateoneormorehospital facil¡ties?If,,yes,"completescheduteH b 2t 2Oa If "Yes" to line 20a, did the organization attach a copy of its aud¡ted financial statements to this return? Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic governmentonPartlX,column(A), 22 line]-?If"yes,"completescheduteltpartslandll . gl , Did the organization report more than $5,000 of grants or other assistance to or for domest¡c individuals on paft IX column (A), line 2? If "yes," complete Schedule I, parts I and IIL {ä* , l-', Did the organization answer 'Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization,s current and former officers, d¡rectors, trustees, key employees, and highest compänsated employeesi If "yes,,' 23 completeschedutet , : , If "No," go to tfrh Yes 2T 22 No Yes 23 Cûj tine 2Sa No 24a b D¡d the organization ¡nvest any proceeds of tax-exempt bonds beyond a temporary period exception? . 24b c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? d D¡d the organization act as an "on behalf of" issuer for bonds outstanding at any time dur¡ng the year? No No 24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than g100,000 as of the last day of the year, that was issued after December 31,2oo2? ffryes,', ànswer l¡nes 24b through i+d a'nd complete Schedule K. 4 . 24c 24d 25d Sect¡on 50r(c)(3), 5O1(c)(4), and 501(c)(29) organízations. D¡d the organization engage ¡n an excess benefit tiansãction with a disqualified person during the year? complete Schedule L, Part I H If,yes,, 25a No b Is the organization aware that it engaged in an excess benefit transact¡on with a disqualif¡ed person in a pr¡or year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-Ez? 25b If "Yes," complete Schedule Lt part I Ë 26 Did the olganization report any amount on Paft X, line 5, 6, or 22 for receivables From or payables to any current or former officers, directors, trustees, key employees, highesLcompensated employees, or disqualified peróns? 26 If "Yes," complete Schedule L, part il 9) 27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contr¡butor or employee thereof, a grant selection committee member, or to a 35olo controlled åntity or familV member 27 of any of fhese persons? If',yes,,,comptete Schedute Lt pat Iil . q%J 28 Was the organ¡zation a palty to a business transaction with one ofthe tollowing parties (see Schedule L, part IV instruct¡ons for applicable filing thresholds, conditions, and except¡ons): a A current or former officer, director, trustee, or key employee? If ,yes," complete schedule L, PartIV,,,, b Él Afamilymemberotacurrentorformerofficer,äirector,trustee,orkeyemplJyee? IV' 29 30 31 Èl 32 Did the organization sell, exchange, dispose of, or transfer more than 250lo of its net assets? If "Yes," complete Schedule N, Part il 33 Did the,organ¡zatign own 1000/o of an entity disregarded as separale from the organization under Regulat¡ons sect¡ons 3OL.77O!!2 and 301,7701-3? If "Yes,,, comptete Schedule R, pârt I ffi Was the organization related to any tax-exempt or taxable entity? IF "Yes," complete Schedule R, part U, UI, or IV, and Paft V, line 1 . %l 34 35a Did the organization have a controlled entity within the mean¡ng of section 512(bX13)? If'Yes'to line 35a, did the organizatjon receive any payment from or engage in any transact¡on with a controlled entity b withìn the meaning of section 512(b)(13)? If "yes,,, complete Schedute n, No No 28a No 28b No If "ygs,"comptetescheduleL,part An entity of which a current or former officer, director, trustee, or key employee (or a tamily member thereot) was an g officer, director, trustee, or direct or indirect owner? ff "yes," complete schedule L, part IV Did the organization receive more than $25,000 in non-cash contributions? If "yes," complete Schedule M %l Did the organ¡zation receive contr¡but¡ons ot aft, historical treasures, or other similar assets, or qualif¡ed conservation qhl contributions? If 'Yes,': complete Schedule M D¡d the organization liquidate, terminate, or dissolve and cease operat¡ons? ff "yes," comptete Schedule N, part I . c No part V, tine 2 28c Yes 29 Yes 30 No 31 No 32 NO 33 Yes 34 Yes 35a No 35b sect¡on 501(c)(3) organizations' Did the organization make any transfers to an exempt non-charitable related 36 organization? 37 ff "Yes," complete Schedule R, part V, tine 2 Did the organization conduct more than 5olo of its activities through an enLity that is not a related orqanization and that is treated as a partnership for federal income tax purposes? If,yes,,' comptete schedule R, part vI H Did the organization complete Schedule o and provide explanations in Schedule o for part VI, lines 11b and 19? Note, All Form 990 l'ilers are required to complete Schedule O. 38 36 No 37 38 Yes Form 99O (2016) https //eup. eps. irs. gov/mef/ndprd/sdi/proxy/printSub : t2lIr/20t7 Page 6 of41 Form 990 (2016) Part v gs and Tax Compl¡ance line in this or note to a Statements Regarding Other IRS Check if Schedule O contains a Yes la b c Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable Enter the number ot Forms W-2G included in line la.Enter -O- if not applicable 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, filed for the calendar year ending with or within the yearcovered by 1a 1b 0 Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to pr¡ze winners? ' this return 1c Yes 2a 2b one is reporled on line 2a, did the organization file all required federal emPloyment lax returns? Note.If the sum of lÌnes 1a and 2a is greater than 250, you may be required to e-file (see instructions) . Did the organizat¡on have unrelated business gross income of $1,000 or more during the year? ' b If at least 3a No 10 No 3a 3b b If',yes,,'hasitfiledaFormggO-Tforthisyear?.tf''No"toline3b,provideanexplanat¡oninScheduleO ' have an interest in, or a signature or other authority over, a finanéial account in a foreign country (such as a bank account, securities account, or other financial account)? 4a At any time during the calendar year, did the organ¡zation 4d No 5a No 5b No b If "Yes," enter the name of the foreign country: See inótructions for 5a filing requiremeñts for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR)' Was lhe organization a palty to a prohibited tax shelter transaction at any time during the tax year? . . to a prohibited tax shelter transaction? b Did any taxable pady notify the organization that it was or is a palty c If "Yes," to line 5a or 5b, did the organization file Form 8886-T? 6a 5c Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions? b If "yes,,' d¡d the organization include with every solicitation an express statement that such contribut¡ons or gifts were not tax deductible? . 7 a b c Yes 6b Yes Organ¡zations that may rece¡ve deductible contr¡butions under section 170(c). Did lhe organization receive a payment in excess of $75 made partly as a contribution and partly for goods and provided to the payor? ' If ,'yes," did the organization notify the donor of the value of the goods or services provided? 7a 7b d D¡d the organization sell, exchange, or otherwise dispose of tangible personal propefty for which it was required to f¡le Form 8282? 7d If "Yes," indicate the number ol Forms 8282 f¡led durinq the year e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? f g Did the organization, during the year, pay prem¡ums, directly or indirectly, on a personal benefit contract? If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as h 6a required? . . If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a 7c 7e 7r 7g Form 1098-C? 7h I sponsor¡ng organizatíons maÌntaíning donor advised funds' 9a Did the sponsor¡ng organization make any taxable distributions under section 4966? 9a Did the sponsoring organization make a distr¡bution to a donor, donor advisor, or related person? 9b Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? b 10 a I Section 501(c)(7) organizations, Enter: Init¡ation fees and capital contributions included on Pad VIII, line 12 10a b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities rob Section 501(cX12) organizat¡ons. Enter: a Gross income from members or shareholders 11a 11 . . b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from lhem.) 12a Section 4947(a)(l) non-exempt charitable trusts. Is the organization filing b 13 a 1lb Form 990 in lieu ot Form 1041? If "Yes," enter the amount ol tax-exempt interest received or accrued during the year l2d t2b section 501(c)(29) qual¡f¡ed nonprofit health insurance issuers. Is the organizat¡on licensed to issue qualified health plans in more than one state?Note. See the instructions for add¡tional intormaÈion the organization musÈ report on Schedule O, b Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans https ://eup. eps. irs. gov/mef/rrdprd/sdi/proxy/printSub 13a 13b 12llll20t7 PageT c 14a b Enter the arnount of reserves on hand 13c Did the organ¡zation receive any payments for indoor tanning services during the tax year? "Yes," has it filed a Form 72O to report these payments?If "No," piovide an explanation in Schedule O . t4a t4b No Form https ://eup. eps.irs. gov/mef/rrdprd/sdi/proxy/printSub of4l 16) l2ltt/2017 Page 8 of41 Form 990 (2016) Part VI Page 8a, 8b, or 70b below, describe the c¡rcumstancesl processest or changes in Schedule O. See ¡nstructions, Check if Schedule O contains a res or note to an line in this Part VI nt and A. Yes la 6 Governance, Management, and DisclosureFor each "Yes" response to l¡nes 2 througl Tb below, and for a "No" response to lines Enter the number of vot¡ng members of the governing body at the end of the lax year No 1a It there 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 O. b 2 Enter the number of vot¡ng members included in line 1a, above, who are independent 1b 5 4 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? ' Did the organization delegate control over management duties customarily performed by or under the direct su of officers, directors or trustees, or key emplOyees to a management company or other person? . Did the organization make any significant changes to its governing documents since the pr¡or Form 990 was filed? 5 of ,i" oin."lru,;" 6 Did the organizat¡on have members or stockholders? 3 ;".;" l**u ¿ur¡ns t¡," v"u. o, u .'nn,r,.*, ¿iu"o¡on'or *" orn"",-i,on]. .rr",i, 7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint 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 2 NO 3 No 4 No 5 No 6 No 7a No 7b No Did the organization contemporaneously document the meetings held or written actions undertaken during the year by lhe following: a The governing body? b Each committee with authority to act on behalf of the governing body? 9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization's mailing address? If "Yes," provide the names and addresses in Schedule O . 8a Yes 8b Yes 9 No B Yes 1Oa Did the organ¡zation have local chapters, branches, or affiliates? b If "Yes," did the organization have wr¡lten policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? 1la 1Oa Yes tob Yes No Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? 11a . No b Describe in Schedule O the process, if any, used by the organization to review this Form 990. l2a D¡d the organization have a wr¡tten conflict of interest policy? If "No," go to line 13 . . b Were ofticers, directors, or trustees, and key employees required to disclose annually interests that could give r¡se to conflicts? c . Did the organization regularly and consistenÈly monitor and enforce compliance wiÈh the policy? Sihedule O how this was done . . If l2a Yes t2b Yes "Yes," describe in L2c Yes 13 Did the organization have a written whistleblower policy? 13 Yes L4 Did the organization have a written documenl retention and destruction policy? L4 Yes 15 Did the process for determining compensation of the fóllowing persons include a review and approval by independent persons, comparab¡lily data, and contemporaneous substantiation of the del¡beration and decision? 15a Yes 15b Yes a The organiza[ion's CEO, Execut¡ve Director, or top management official b Other officers or key employees of the organization . , If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions). 16a Did the organization invest in, contribute assets to, or pariicipate ¡n taxable ent¡ty dur¡ng the year? a joint venture or similar arrangement with a 16a b IF "Yes," did the organization follow a wr¡tten policy or procedure requiring the organizalion to evaluate ¡ts participation in jo¡nt venture arrangements under applicable federal tax law, and take steps to safeguard the organization's exempt status with respecl to such arrangements? No 16b Section C. Disclosure 17 List the States with which a copy of this Form 990 is required to be filed> 18 Section 6104 requires an organization to make its Form 1023 (or 1024 ifapplicable),990, and 990-T (501(c)(3)s only) available for public inspection. Ind¡cate how you made these available. Check all that apply. AL, AK,AZ,AR,CA, CO, CT, DE, FL, GA, HI, ID, IL, IN, IA, KS, KY, LA, ME, MD, MA, MI/ MN, N4S r MO/ MT/ NE, NV, NH , NJ , N¡4, NY, NC, ND, OH, OK, OR, PA, RI, SC, SD n own website n Another's website M Upon request E Oth". https ://eup. eps. irs. gov/mef/ndprd/sdi/proxy/printSub TN TX UT WI DC (explain in Schedule o) 12lIIl20I7 Page 9 of 19 20 4l Describe in Schedule o whether (and if.so, how) the organization made its govern¡ng documents, conflict of interest policy, and financial statements availacle to the public ãuring the tax year. State the name, address, and telephone number of the person who possesses the organization's books and records: m Carnahan 1310 N Courthouse Rd No 700 vA 22207 (703) 224-3200 Form 99O (2016 https ://eup. eps.irs. gov/mef/ndprd/sdi/proxy/printSub 12/rll20t7 Page 10 of41 Form 990 (2016) Part VII Page 7 Compensation of Off¡cers, D¡rectors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors Check if Schedu le O contains a resoonse or note to any line ìn this Part VII Sect¡on A, Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete this table for all persons required to be listed. Repod compensation for the calendar year ending with or within the organization's tax year. * List all of the organization's current offÌcers, directors, trustees (whether iñdividuals or organizations), regårdless of amount of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid. Õ List all of the organization's current key employees, it any, See instructions for deFinition of "key employee." t List the organization's five current highest compensated employees (other than an officer, director, trustee or key employee) who received rèportable 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, a List all of the organization's former officers, key employees, or highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. a Lisl all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations. L¡st persons in the following order: individual truslees or directors; institutional lrustees; officers; key employees; highest compensated employees; and former such persons. n chect this box ¡f neither the nor related o current officer nization co (B) (c) (D) (E) (F) Name and Title Average hours per week ( list any hours for related org a nizations below dotted line) Position (do not check more than one box, unless person is both an officer and a director/trustee) Reportable compensation from the organization Reportable compensation lrom related organ izations Est¡mated MISC) MISC) (¿= ^â" !+ ;' = rD r)Er:4 E d 6 @ fü [¡ -ll il' >q ú = '{E ãv. {Þ d} ã Ë 3 ç- 'l' ü '3 3 (, r¡r 't amount of other compensation from the organization and related orga nizat¡ons (w- 2/1099- (w- 2/1099- B ,}, q' Lev¡n ü1 È Eâ e. (1) Frayda or trustee. (A) q * 2.0c X ( 0 Chairman/Dlrector (2) Nancy Pfotenhauer 2,OC Director 2.O( (3) r¡m Miller 2.O( X c ( 0 X 0 0 0 X 0 0 0 X 0 0 0 X 377,77 5 27,983 32,O2O X 48,230 61,385 5¡116 X 5r,284 53,378 t3,397 X 227,337 2t8,427 3 1/ X 8,472 203,3 1€ 17 Director (4) James Stephenson 2.OO Dlrector (5) Mark Holden D¡rector (6) T¡m Phllllps President 4,00 0.00 46.50 3.50 (7) T¡mothy Carnahan 22,OO Treasurer, CFO 28.00 24.50 (8) Robert Heaton Treasurer¡ CFO (part year) (9) Luke Hllgemann cEo (10) Slade O'Br¡en VP/Grassroots Leadership A (11) Brent Gardner VP/Government Affalrs 25.50 25.50 ,147 48,00 49,50 X 26a,664 X 774t984 86,18É 20t357 X 715,240 2t4t0tq 3tt945 X 1 21774 77,956 05c (12) Teresa oelke 33.5C VP, State Operations 16.5C (13) Chr¡stopher F¡nk 17.5C coo 32.50 (14) John 598 24.54 2.00 P¡ke 39,563 22,512 VP of Technology https ://eup. eps.irs. gov/mef/ndprd/sdi/proxy/printSub I2llv20t7 Page (A) (B) Name and Title (c) (D) Average hours per week (list any hours For related orga nizations below dotted line) Posjtion (do not check more than one box, unless person is both an officer and a director/trustee) (E) (F) Reportable compensa[ion from the organization Reportable compensation from related orga n iza tions Estimated A= u-. I7= ='3. rfr r¿ Ë \I E S Êl- ë tþ tr m *. :r R' D x s (w- 2/t099- (w- 2/L099Mrsc) MISC) iD 3 E. f,J -'fl 'D 1 I of41 amounÈ of other compensation from the organization and related orga nizations 'þ ii; jt' --l C¡ tu 34,0( 16.0i (15) V¡ctor Bernson L7.OC Secretary, VP & General Counsel X 79,979 X 2,946 X 186,920 755,252 r6,362 33.0C (16) lennifer Stefano 2,0c VP-Brldge to Well Be¡ng (part year) t772 15 a7,962 30,682 70 48.0C (17) Alex Guerre¡ro 34.00 VP of HR 16 0n Form 99O (2016) ' https ://eup. eps.irs. gov/mef/ndprd/sdi/proxy/printSub r2ltlt2017 Page 12 of Page Form 990 (2016) Part VII Section A. and D H E ,IOYEES (A) (B) (c) (D) (E) (F) Average hours per week (list any hours for related organizations below dotted line) PosiÈion (do not check more than one box, unless person Reportable compensation from the organization (W2/1099-MrSC) Reportable compensation Estimated l1r ,,1 -s r å¡" ¡p = aL û þ Ë o n- '1 ¡n 3 E. l] amounE of other from relaLed compensation from the organizaÈion and related orga nizations orga n izations (w- 2/7oeeMrsc) 3 4å ü (-l D I ILUTILIIIUCL Name and Title is both an officer and a di rector/Erustee) ¿l ?q iÞr 4l {J ß çi ft 'l¡ rfr C¡ ù; ,a 'I, r:r 31.00 (18) Sean Lansing X r25,75e 77,O76 X r4rtaot 83,281 X 1 X 101i 546 t24,tt2 X 125,58€ 76,972 15,194 19,00 (19) Chase Downham 31.50 D¡rector (20) Dust¡n Zvonek 18.50 25,00 10,780 1 24,86I 28tO26 10,780 25.00 Dlrector 22.5C (21) Mark Lucas 27 .5C 31.00 (22) Phllllp Joffr¡on 1 3,668 19.00 Director lb sub-Total c Total d from continuation sheets to Part vu, Sect¡on A l 1,719, 2,24O, lines 1b and Total 2 Total number of individuals (including but not limited to those lisled above) who received more than $100,000 of reportable compensation from the organization l 15 3 Did the organization list any former otf¡cer, director or trustee, key employee, or highest compensated employee on line 1a? ff "Yes," complete Schedule J for such ind¡v¡dual . ' 4 Fot any individual listed on line 1a, is Èhe sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? ff "Yes," complete Schedule I for such 330,185 Yes individual . . In 1 Yes 5 No Contractors Complete this table For your five highest compensated indepen dent contractors that received more than $100,000 of compensation tion for the calendar ending with or within the organization's tax year n ization. from the (B) LLC (c) Descript¡on of services Name and business address i360 No 3 4 Did any person listed on line la receive or accrue compensation from any unrelated organization or individual for services rendered to the organization?If "Yes," complete Schedule J for such person . 5 NO \4edla 6,t22,587 )r¡nt & ¡4a¡l Design, Distribut¡on 2,2t4,548 PO Box 37046 Innovat¡ve Advertising LLC 22 Ste 7 42SO TA ùlajority Strateg¡es Inc )rint & N4ail Des¡gn, D¡strlbution 690,436 135 Profess¡onal Dr¡ve Su¡te 104 Ponte Verda FL 32082 Str¡ve3 & Ma¡l Des¡gn, D¡stribution 667 t542 11921 Freedom Drive Su¡te 550 vA 20190 https ://eup. eps.irs. gov/mef/rudprd/sdi/proxy/printSub r2lt 20t7 Page 13 of41 (a) (c) (B) address The Group LLC & Ma¡l Deslgn, Dlstribution 727 PO Box ?265 2 Tota I number of independent contractors (including but not lim ited to those listed above) who received more than 9100,000 com from the nization ) 28 Form https ://eup. eps. irs. gov/mef/ndprd/sdi/proxy/printSub 990 (2016) l2lrU20t7 Page 14 of Form 990 (2016) Part VIII Page line in this Part VIII or (A) (B) (c) (D) Total revenue Related or exempt fu nction Unrelated Revenue excluded from tax under sections busi ness revenue 5t2-5t4 reven ue Federated campaigns tÍt 1a b Membership dues ' c Fundraising events . d Related organizations e Government grants (contributions) f All other contribut¡ons, g¡fts, grants, L9 It tþ lft g F ñ r-) 1b lt"l 1d 1e and similar amounts not ¡ncluded above 1f Noncash contributions included in lines 1a-1f:$ t,984,73L 63t744,929 > h Total.Add lines 1a-1f à úÍ 4t 2a c iD d ? s 900099 Registration Fees t572 All other program service revenue 97,572 9Total,Add lines 2a-2f û Þ 3 Investment income (including dividends, interest, and other > similaramounts) , ' 4 Income from investment of tax-exempt bond proceeds > ü, 5 Þ Royalties 24tr79 24t779 -10,63( 10,630 Þ (ii) Personal (i) Real l) ü 97 e f È ù 97 t572 b tì 1l> 63t744,929 Business Code ttt iu 9 Statement of Revenue Check if Schedule O conLa¡ns a æ 4I 6a Gross rents b Less: rental expenses c Rental income or (loss) d Net rental income or (loss) Þ . (ii) Other (¡) Securities 7a b Gross amount from sales of assets other than inventory 7,984,731 Less: costor other bas¡s and 1,995,361 sales expenses c d Ga¡n or (loss) -10,630 Net gain or (loss) 8a Gross income trom fundraising events (not including $ of contributions reported on line 1c). See Part IV; l¡ne 18 b Less: direct expenses a b c Net income or (loss) from fundra¡sing events 9a Gross income from gam¡ng activities. Þ See Part IV, line 19 b Less: direct expenses b c Net income or (loss) from gam¡ng aclivities t" OaGross sales of inventory, less reÈurns and allowances , b Less: cost of goods sold c Net income or (loss) from sales of inventory t https ://eup. eps.irs. gov/mef/rdprd/sdi/proxy/printSub t2ltU2017 Page 15 of41 tliscellaneous Revenue Business Code 1la b c d All other e revenue . , 166r22Ê. 766t226 Total, Add lines 1la-11d l2 Total revenue. 166 226 See Instructions. 64.O22.276 263,798 c 13 549 Form 990 (20 https ://eup. eps. irs. gov/mef/ndprd/sdi/proxy/printSub l2lrr/20t7 Page 16 of 41 Form 990 (2016) Part IX Paqe 1O Statement of Functional Expenses Section 501(c)(3) and 501(c)(4) organizations must complete all columns. AII other organizations must complete column (A) check if Sched or note to a (A) Do not include amounts reported on línes 6b' 7b,8b,9b, and lob of Part VIII. 1 Grants and other assistance to domes[ic Total expenses 2 3 821, s06 organizations and domestic governments. See Part IV, line 21 Grants and other assistance to domestic individuals. See IV, liñe 22 n line in this Part IX (B) (c) Program serv¡ce N4anagement and exDenses (D) Fundra¡slngexpenses 821,506 Pa Grants and other assistance to foreign organizalions, foreign governments, and foreign individuals. See Palt IV, line 15 and 16. 4 Benefits paid to or for members 5 Compensation of current officers, directors, trustees, and L,B77 ¡347 1,220,935 tl54,7 37 71,479,546 3s9,108 252t472 279,97O 376,5O2 key employees 6 Compensation not included above, to disqualified persons detined under secti on a958(f)(1)) and persons described in section 495B(c)(3)(B) 7 Other salaries and wages I Pension plan accruals and contributions (¡nclude sect¡on 401 (k) and 403(b) employer contribut¡ons) 9 Other employee benefits 2tO54,576 Payroll taxes 1,034/ 505 10 11 17 3,582,630 2,092,567 ,377 39,3 19 t,444,437 38s,130 224,949 727,373 193,924 I 1 3,268 67 Fees for services (non-employees): a Management . , 1,348 b Legal 5 c Accounting 23,800 55,000 d Lobbying e Professional fundraising services. See Palt IV, line 17 f 5 1,348 23t8OO 55,000 2t3¡677 2r3,617 Investment management fees (Il line 119 amount exceeds 10o/o of line 25, column (A) amount, list line 119 expenses on Schedule O) g Other 12 Advertising and 13 Office expenses 14 15 promotion Information technology r,327,064 911r106 t82,974 232,94O 9,326,851 7,764,844 t64,573 t t3,647,OOO t2 449 t9L6 159,040 1/038,044 t74,O90 43,086 176,874 14,130 1389,434 Royalties 16 Occupancy . 17 Travel . 18 Payments of travel or enterta¡nmènt expenses for any federal, state, or local public officials 19 Conferences, conventions, and meetings 20 Interest . , 21 Payments to affiliates 22 Depreciation, depletion, and amoftization 23 Insurance . , . ' , 3,2t6,490 2,799,080 1,29t1O3 2881307 4,42r,5!3 3,644,395 147,615 629,503 2,O39,279 7,765,459 22,90s 2s0,915 274,848 186,786 4,612 19,450 24 Other expenses. Item¡ze expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10olo of line 25, column (A) amount, list line 24e expenses on Schedule O.) a L¡st rental r29,489 29 b Taxes, licenses, fees to6,647 90,901 5,991 9,755 c Membership 241775 18,766 2AO4 3/605 d Equipment leasing 16,955 t4,70o 1,061 1,t94 e All other 75,695 ses 25 Total functional 26 Joint costs. Complete this Add lines I h 24e s8,306,180 129,460 66,086 2,933 6t676 45,7601363 st628t740 6,9r7,O77 line only if the organization repoded in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here > n if following SOP 98-2 (ASC 958-720), Form 99O (2016) https //eup. eps. irs. gov/mef/rrdprd/sdi/proxy/printSub : t2lrU20t7 PagelT Form 990 (2016) X Part Page Balance Sheet Check if Schedule O contains a or note to line in this Part IX (A) Beginn¡ng of year 1 2 3 4 5 6 Cash-non-inEerest-bear¡ng 4,949,047 Savings and temporary cash investments Pledges and grants receivable, Accounts receivable, net net . ¡tl 40,244 Loans and other receivables from current and former off¡cers, directors, trustees, key employees, and highest compensated employees. Complete part II of Schedule L Lo disqual¡fied p d under se in section 495 t! q{ 7 8 9 loa b Notes and loans receivable, 4,548, I 88 5,224,176 4 (9) 6 plete part , 7 Inventor¡es for sale or use I Prepaid expenses and deferred charges , Land, buildings, and equipment: cost or other basis, Complete Part VI of Schedule D lOa 699,416 9 583,329 472,O73 lOc 262,725 846,442 Less: accumulated depreciation t2 L4 Intangible assets t4 11 13 15 Other assets, See Part IV, line 726,760 15 455,639 16 Total assets.Add lines 1 through 15 (must equal line 34) 6,887,540 16 11,076,564 17 18 19 20 2l 22 Accounts payable and accrued expenses 1,228,423 t7 t8 Deferred revenue : t (ll 27 $ 28 20 Escrow or custodial account liability. Complete pad IV of Schedule 2t D Loans and other payables to current and former officers, directors, trustees, key employees, h¡ghest compensated employees, and disqualitied II oF Schedule L 22 Secured mortgages and notes payable to unrelated third parties 23 Unsecured notes and loans payable to unreilated third paft¡es 24 Other liabilities (including federal income tax, payables to related third palties, and other liabilities not included on lines 17-24), Complete paft X of Schedule D lines 17 throuqh 25 Organizations that follow SFAS 117 (ASC 958), check here complete liîes 27 through 29, and l¡nes 33 and 34, ) M Unrestricted net assets Temporarily restricted net assets assets 4,452,273 25 2,266,383 5,680,696 26 4,153,624 1,083,138 27 6,799,234 28 123,706 and 123,706 1; 29 Permanently restricted net 3 30 Organ¡zat¡ons that do not follow SFAS 117 (ASC 958), check here fr E and complete lines 3O through 34. Capital stock or trust principal, or currenl funds 30 31 Paid-in or capital surplus, or land, building or equipment fund 31 tL d) 4 32 d) ã 1,887 ,241 19 Tax-exempt bond liabil¡ties 26 Total liabilities,Add ,üt 11 Grants payable persons, Complete Part 23 24 25 û 2,507 5 13 t2 ô1 net 1 2 InvestmentsJpubliclytraded securities . Investnlents-other securities. See palt IV, line 11 Investments-program-related, See Part IV, line 11 11 @ (Þ organizations i izations (see II (B) End of year 3 , co vo of4l 11 l 29 Retained earnings, endowment, accumulated income, or other tunds 32 33 Total net assets or fund balances 1,206,844 33 34 Total liab¡l¡ties and net assets/fund balances 6,887,540 34 6,922,940 11 ,076,564 Form 99O (2016) https ://eup, eps.irs. gov/mef/ndprd/sdi/proxy/printSub r2lIIl2017 Page Paae 2 Schedule C (Form 990 or 990 EZ\ 2076 Part ComPlete if the orga n¡zat¡on ¡s exempt under sect¡on 501(c)(3) and f¡l ed Form 5768 (election under-.' sêct¡on 501lh)ì. II-A A Check >E B Check > n group member's name, address, EIN, ¡f the filing organization belongs to an affiliated group (and list in Part IV each affiliated expenses, and share ot excess lobbying expendìtures). a box A and "limited ¡rtn" (a) Filing örga nizat¡on's Limits on Lobby¡ng ExPenditures Other exempt purpose expenditures Total exemPt purpose expenditures (add lines 1c and 1d) Lobbying nontaxable amount. Enter the amount from the following table in both columns. lobbying nontaxable amount ts: of the amount on l¡ne 1e. over $500,000 plus 15olo of but not over of the excess over but not over lver excess over 175,000 plus 1ovo of the excess over $1,000'000. $1,000,000 but not over $1,500,000 $17,000,000 l$r,ooo,ooo. lf) ........ I GrassrooEs nontaxable amount (enter 25o/o of line h Subtract line 19 from line 1a' If zero or less, enter -0-. ...... Subtract line 1f trom line 1c. If zero or less, enter -0-' ......, If there ¡s an amount other than zero on either line th or line 1i, did the organization file Form 4720 repolting section 4911 tax for thi5 year? ......,.....'. I group totals Total lobbying expenditures to influence public opinion (grass roots lobbying) Total lobbying expenditures to influence a legislalive body (direct lobbying) ' Total lobbying expenditures (add l¡nes la and 1b) the amount on l¡ng le, column (a) or (b) is: t (b) Affiliated totals (The term "expenditures" means amounts paid or incurred') la b c d e f 2l of 4t fl v"" I no 4-Year Averaging Period Under section 501(h) (Some organizations that made a sect¡on 5O1(h) elect¡on d9 not have to complete all of the five columns below. see the separate instructions for Iines 2a through 2f,) Duri Calendar year (or fiscal year beginning in) (a) 2013 4- r (b) 2014 Period (c) 201s (d) 2016 (e) Total nontaxable amount b Lobbying ceiling amount c Total lob d Grassroots nditu res Grassrools ceiling amounl f Grassroots res https ://eup.eps.irs. gov/mef/ndprd/sdi/proxy/printSub Schedule C (Form 990 or 99O-EZ) 2O16 t2tru20t7 Page 22 of Schedule C (Form 990 or 990- Part II-B 2016 mplete ¡f the orga on is exempt u 4I 3 501(c)(3) and has 1 For each "Yes" response on lines 7a through 1¡ below, provide ¡n part IV a deta¡led description activ¡ty, of the lobbying Yes 1 Amount During the year, the filing organ attempt Eo influence national, state or local leg including any attempt to influence public opinion on a legislative matter or referendum, through the use ot: a Volu nteers? b Paid staff or management (include compensat¡on in expenses reported on lines Media advertisements? .....,,.,.. Mailings Èo members, legislators, or the public? Publications, or published or broadcast statements? c d e r lc through 1i)? .....,, Grants to other organizations for lobbying purposes? Direct contact with legislators, their staffs, government officials, or a legislative body? ,,,.........,,.,,.., Rallies, demonstrat¡ons, seminars, conventions, speeches, lectures, or any similar means? ............., Other activities? s h ¡ Total. Add lines lc through 1i .......,........... Did the activities in line 1 cause the organization lo be not described ¡n section 501(c)(3)? ..... If "Yes," enter the amount of any tax incurred under section 4gl2 .,,,,,,,..,.,, If "Yes," enter the amount of any tax incurred by organization managers under section 4gL2 ,,,,,,,,,,, If the filing organ¡zation incurred a section 49L2 tax, did it f¡le Form 4720 for this year? t 2d b c d Part III-A Complete ¡f the organ¡zat¡on ¡s exempt under sect¡on 5O1(c)(4), sect¡on SOl(c)(5), or section 501 Yes 2 Were substantially all (90olo or more) dues received nondeduclible by members?...,. Did the organization make only ¡n-house lobbying expenditures of 92,0OO or less? ,., 2 3 Did the Part III-B 3 1 nization agree to carry over lobbyi ng and political expenditures from the prior year? if the organ and if either (a) BOTH Part Yes exempt under III-A, li nes 1 and 501 c)(4), sect¡on 501(c)(5). or sect¡on 501 2, are answered "No" OR (b) Part III-4, line 3, is es, assessments simiiar amounts Se¿tioh'162(e) norndeöuct¡blè lobbyilig aiid þolitiöåi êlpenditures (do not include amounts 2 expenses for which the section 527(f) tax was paid). a b c 3 5 1 Curfent year Carryover from last year Total .................. Aggregate amount reported in section 6033(eX1XA) notices of nondeductible section 162(e) dues If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to lhe reasonable est¡mate ot nondeductible lobbying and political expenditure next year? Taxable amount of lobbying and polit¡cal expenditures (see instructions) ..,,,...... Part IV Su 2a 2b 2c 3 4 5 I Information Provide the descriptions required for Palt l-A, Iine 1; part l-8, line 4; part l-C, line 5; part II-A (affiliated group l¡st); Part Part Line 1 Paft I-C, Line 2 6 of pot¡ticat , 4 No 1 I media and Gran[s made II-4, lines 1 and 2 (see activities lo 527 organization were made pursuant to an agreement that funds would be expended for 2016 https ://eup. eps.irs. gov/mef/rdprd/sdi/þroxy/printSub r2ltIl20t7 Page 24 of 41 efile GRAPHIC orint - DO NOT SCHEDULE D DLN: 93493313O r247 ORIGINAL DATA - Production PROCESS B Supplemental Financial Statements (Form 990) 2016 > Complete if the organízation answered "Yes," on Form 99O' 1Or llar llb' 11c,11d' l1er 11f, l2a,orlzb PartIV, liîe6,7,8,91 Depalment of the Treasury of to Form 99O. Open to Public l Information about Schedule D (Form 990) and ¡ts instruct¡ons is at lnternal Revenue Serv¡ce Name Þ Attach 7 1 I orga Amer¡cans for Prosperity 148958 Part I Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. red "Yes" on Form ete (a) Donor advised funds 1 2 3 4 S and other accounts b Total number at end of year Aggregate value of contributions to (during year) Aggregate value of grants from (during year) Aggregate value at end of Year Did the organization inform all donors and donor advisors in writing that the assets hdd in donor advised funds are the organization's property, subject to the organization's exclusive legal control? n Vaa n no Did the organization inform all grantees, donors, and donor advisors in writing that gr]nt funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any o:her purpose conferring impermiss¡ble 6 privatebenefit? 'Eye"Eno 990 Part IV line 7 Ea Purpose(s) of conservation easements held by the organization (check all that apply)' I ! fl n 2 Preservation of land for public use (e.g., recreation or Protection of natural habitat education) n tr Pres:rvation of an historically important land area Pres:rvat¡on of a certified historic structure Preservation of open space Complete lines 2a through 2d if the organizat¡on held a qualified conservation contribution in the form of a conservati easement on the last day of the tax year. Held at a b c d Total number of conservation easements Total acreage restricted by conservation easements Number of conservation easemenls on a certified historic structure included in (a) the End of the Year 2a 2b 2c mber of conservation easements included in (c) acq uired after 8/17 /06, a nd not on a historic 2d structure listed in the National Register Number of conservation easements modified, transferred, released, extinguished, or Þrminated by the organization during the tax year > . Nu . 3 4 Number of states where property subjecl to conservation easement is located Þ 5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? fl y." n no 6 Staffand volunteer hours devoted to monitor¡ng, inspecting, handling ofviolat¡ons, and enforcing conservation easements during the year 7 Amount of expenses incurred in monitoring, inspecting, handling of violations, and en-brcing conservation easements during the year þ Þ$ 8 Does each conservation easement reported on line 2(d) above satisfy the requirements ofsection 170(hX4)(BXi) and section 170(hX4XBXii)? . 9 In Part XIII, describe how the organization repofts conservation easements in its revsrue and expense statement, and balance sheet, and include, if applicable, the text of the footnote to the organizat¡on's financial statements that describes E yes E ¡¡o the orqanization's accounting tor conservat¡on easements. III Part Organizations Ma¡nta¡n¡ng Collections of Art, Historical Treasures, or Other Similar Assets, Complete if the organization answered "Yes" on Form 990, Paft IV, line L as permitted under SFAS 116 (ASC 958), not to report in ts revenue statement and balance sheet works of art, historical treasures, or other sim¡lar assets held for public exh¡bit¡on, educat¡on, cr research in furtherance of public service, provide, ¡n Part XIII, the text of the footnote to its financial statements that describes these items. 1a If the organization elected, b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its rÊvenue statement and balance sheet works ot art, historical treasures, or other similar assets held for public exhibition, educat¡on, or research in fuftherance of public service, provide the following amounts relating to these items: (i) Revenue included on Form 990, Part (ii)Assets included in Form 990, Patt 2 a b VIII, line 1 . > $ >$ X If the organization received or held works of aft, histor¡cal treasures, or other sim¡lar 3ssets for financial gain, provide the following amounts required to be repoted under SFAS 116 (ASC 958) relating to these items: Revenue included on Form 990, Part VIII, line 1 . Þ Assets included in Form 990, Part X For Paperwork Reduction Act Notice, see the Instructions for Form 990. https ://eup. eps.irs. gov/mef/ndprd/sdi/proxy/printSub Cat. No. $ Þ$ 52283D Schedule D (Form 99O) 2016 t2ltIl20t7 Page 25 of Schedule D (Form"990) 2016 Part III o Page Maintainino Col of Ârt- Historical Traecr 4I 2 or Other Similar Assets r Using the organization's acquisiÈion, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply): 3 a n b" n c n exhibition d ! Loan or exchange programs scholarlyresearch e ! other.....-.. public Preservation For future generations 4 Provide a description of the organization's collect¡ons and explain how they further the organization,s exempt purpose in Part XIII. 5 During the year, did the organization solicit or receive donations of art, historical treasures or other similar assets to be sold to raise funds rather than to be maintained as patt oi the organization,s collection?. IV Part fl y." n Escrow and Custodial Arrangements, Co mplete llne 21. X if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, part Is the organization an agent, trustee, custodian or pther intermediary for contr¡bulions or other assets not included on Form 990, Part X? 1a ro nv." Ero . b If "Yes," explain the arrangement in part XIII and complete the following table c Beginning balance. lc d Addit¡ons during the year. 1d e Distribulions dur¡ng the year 1e f Endirig balance 1f 2a Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? b If "Yes," explain the arrangement in part XUI. Check here if the explanat¡on has been provided in Part XIII Amount . Part V Endowment Funds, Com lete if the organization answered "Yes" on Form 990 , Paft IV, line (a)Current year 1a Beginning of year balance , (b)Prior vear (c)Two vears back E y". n vo 10 (d)Three years back back . b Contri butions c Net investment earnings, gains, and losses :'. i . , , : ,lt : .' d Grants or scholarships , e Other expenditures for facilities and programs r Administrative expenses , s End of year balance 2 a b 6 . . Provide the estimated percentage of the current year end balance (line 19, column (a)) held as: Board designated or quasi-endowment Þ Permanent endowment Þ Temporarily restr¡cted endowment Þ The percentages on linés 2a,2b, and 2c should equal 100o/o. Are there endowment funds not in the possession of the organization that are held and administered for the organization by: ':,'.:, l!:r i I L. (i) unrelated organizations Yes , (ii) related organizations If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? Describe in Part XIII the intended uses of the organization's endowment funds. b 4 Part VI Land, Buildings, and Equipment. if (a) Description of property la b c I Cost or other basis (¡nvestment) "Yes" on Form 990 (b) No 3a(i) 3a(i¡) 3b , IV Cost or other bas¡s (other) (c) Accumulated depreciat¡on (d) Book value Land Buildings Leasehold improvements Fquipment e Other , Total, Add lines , 1a t32,t69 56,001 76,168 774,273 527,716 t8E557 Le.(Cofumn (d) must equal Form 990, Part X, column (B), l¡ne 10(c).) b 262,725 Schedule D (Form 99O) 2016 https ://eup. eps. irs. gov/mef/rrdprd/sdi/proxy/printSub 12lIU20I7 Page 26 of Page Schedule D (Form 990) 2016 part VII Investments-Other ee Form 4l 3 Securities. Complete if the organization answered "Yes'l on Form 990, Paft IV, line 11b. Pa (a) Description ot securily or category (¡ncluding name oF security) (b) Book (c) Method of valuation: Cost or end-of-year market value value (1) (2) Financial derivatives Closely-held equity interests (3)Other (A) (B) (c) (D) (E) (F) (G) (H) Total, (Column (b) must equal Form Part Part X, col, (E) l¡ne 12,) VIII Investments-Program Related Complete if the organization answered'Yes'on Form 990, Paft IV, line 11c. See Form 990, Part X, line 13, (a) Description of investment (b) Book value (c) Method of valuation: Cost or market value (1) (2) (3) (4) (s) (6) (7) (8) (e) Total. must Form Part X, col,(B) llne 13.) https ://eup. eps. irs. gov/mef/rrdprd/sdi/proxy/printSub r2ltll20t7 Page27 Part IX if the answered 'Yes'on 11d. See Form 990 Part Descri of4I line 15. Book val (1) (2) (3) (4) (s) (6) (7) (8) (e) Total Form Part X Paft Other Liabilities. Complete if the organization answered'Yes'on Form 990, part IV, line 1le or 11f 990 (a) Description ot liability (b) Book value (1) Federal income taxes le to affiliate 2,266,383 (2) (3) (4) (s) (þl (7) (8) (s) lotal, (Column (b) must equal Form 99q Part \ col,(B) l¡ne 2s,) Þ 2,266,383 2' Liability for uncetain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liab¡lity for uncertain tax positions under FIN 48 (ASC 740). Check here it the text of the footnote has been provided ¡n Part xltl M Schedule D (Form 990) 2016 https ://eup. eps. irs. gov/mef/ndprd/sdi/proxy/printSub l2lrr/20t7 Page 28 of Schedule D (Form 990) 2016 Paqe nization 1 I Total revenue, gains, and other suppolt per audited financial statements Amounls included on line 1 but not on Form 990, Part VIII, line 12: 2 Net unrealized gains (losses) on investments a b Donated services and use c Recoveries of prior year oF . Other (Describe in Part XIII.) e Add lines 2a through 2d Subtract line 2e from line 2b facilit¡es 9,so2,934 2c 2d 2e 3 1 a Amounts included on Form 990, Paft VIII, line 12, but not on line 1: Investment expenses not included on Form 990, Part VIII, l¡ne 7b 4d b Other (Describe in Part XIII.) 4b 4 c 5 Total revenue. Add lines 3 and 4c. Part XII I 2 Total expenses and losses per audited financial statements ' ' Amounts included on line 1 but not on Form 990, Part IX, l¡ne 25: 4c Add lines 4a and 4b Form Part I, line 12,) 5 oF b c Other losses d Other (Describe in Part XIII.) Add lines 2a through 2d . 1 2a facilities Subtract line 2e lrom line 2d 1 a Amounts included on Form 990, Part IX, line 25, but not on line 1; Investment expenses not included on Form 990, Part VIII, l¡ne 7b 4a b Other (Describe in Part XIII.) 4b c Add lines 4a and 5 must equal Form 990 Part 9,so2,934 3 58,306,180 line 5 1B 0 58,306,180 Expla nat¡on Return Reference ParÈ X, Line 2 2e 4c . Add lines 3 and 4c, Total 9,s02,934 2c , 4b 67,809,774 2b Prior year adjustments 4 0 64,O22,276 Part IV line 12a if the o Donated services and use e is must 9,502,934 64,O22,276 Reconciliation of Expenses per Audited Financial Statements W¡th Expenses per Return. a 3 52 2a ' grants ' d 3 4 Reconciliation of Revenue per Aud¡ted F¡nancial Statements W¡th Revenue per Return Part XI 1 4I e financial statement effects of a tax pos¡tion taken or expected to be taken are recognized ¡n the financial when it is more likely than not, based on the technical merits, that the position will be sustained pon examination. Interestand penalties, ifany, are included ¡n expenses in the statements ofactivities. As December 37,2076 and 2015, AFP had no uncetain tax positions that qualify For recognition or disclosure the financial statements. AFP is generally no longer subject to U.S. federal and state income tax tax authorities for before 2013 Schedule D (Form 99O) 2Or6 https //eup. eps. irs. gov/mef/ndprd/sdi/proxy/printSub : 12ltU20t7 Page 30 of41 ef¡le €RAPHIC print - DO NOT PROCESS SCHEDULE G (Forn1 990 or 990-EZ) ORIGINAL DATA - Production DLNr 934933L3OOL247 Supplemental lnformat¡on Regarding Fundraising or Gaming Activities part OMB No. 1545-0047 2016 Complete lf the organlzat¡on answered ',yes,, on Form 990, IV, llnes 17, tg, o¡ 19, or if the organlzatlon entered more than g15,0OO on Form 990-EZ, llne 6a, ÞAttach to Form 990 or Form 990-EZ. or and lts Department of the Treasury lnternal Revenue Service Name orga nization Americans for Prosperity Open to Public Inspection Employer identification number 75-3148958 Part I Fundraising Activities,Complete if the organization answered "Yes" on Form 990, Part IV, line 17 Form 990-EZ filers are not required to complete this part. I a b c d Indicate whether the organizat¡on raised funds through any of the following act¡vities, Check all that apply. solicitations solicitations @ ehone solicitations p tn-person sol¡citations P p 2a solicitation of non-government grants Solicitation of government grants Special fundraising events Did the organization have a written or oral agreement w¡th any individual (including ofFicers, directors, trustees or key employees listed in Form 990, Paft VII) or ent¡ty in connection with professional fundraising services? M V." n ¡¡o If "Yes," list the ten highest pa¡d ¡ndividuals or ent¡ties (fundraisers) pursuant lo agreements under which the fundraiser is 6 (i) e Q f n 9 ! t',tait Internet and email to be compensated at least 95,000 by the organization. Name and address of individual (¡i) Activity or entity (fundraiser) I 1r , :' r';'.i.,,'.'l :. I (iii) Did (iv) fundra¡ser have custody or Gross receipts from activity control of .ontrihl rt¡ônc7 Yes No (v) Amount paid to (or retained by) fundraiser listed in col. (i) (vi) Amount paid to (or retained by) orga n ization l Cleä iWcird Coritmun icåtions 10302 Bristow Cenler Dr Unit 51 No 9sL,370 t76,t48 775,222 No 1'36,878 37,469 99,409 L,O8B,24A 273,6L7 874,63t D¡rect mail 2 Brilliant Communications 9305 Schubert Court [und ra isi ng 22L42 3 4 6 7 8 9 -tu Total 3 Þ List all states in which the organization is reg¡stered or licensed to soliciÈ contributions or has been notified it is exempt from registration or licensing. AK, AL, AR, CA, CO, CT, FL, GA, HI, IL, KS, KY, LA, MA, MD, ME, MN, IYS, NC, ND, NH, NJ, NV, NY, OH, OK, OR, PA, RI, SC, TN, UT, VA, WA, WI, WV For Paperwork Reduction Act Notice, see the Instructions for Form 99O or 99O-EZ, Cat, No. 50083H Schedule G (Form 99O or 99O-EZ) 2016 ll! https ://eup. eps. irs. gov/mef/irdprd/sdi/proxy/printSub 12/1U20r7 Page 28 e4 Schedule D (Form 990) 2016 Part XI Reconciliation of Revenue per Aud¡ted Financial Statements W¡th Revenue per Return I anization answered 'Yes' on Form Total revenue, gains, and other suppot per audited f¡nancial statemenfs 2 Amounts included on line 1 but not on Form 990, Part VIII, line 12: a Net unrealized gains (losses) on investments b Donated services and use of c Recover¡es of prior year d Other (Describe in Part XIII.) e Add lines 2a through 2d tac¡lities grants Subtract line 2e from line 3 of4l . . 1 73,525,2rO 2a ' 2b , 9,s02,934 2c , 2d I 2e 9,5O2,934 3 64,022,276 Amounts included on Form 990, Part VIII, line 12, but not on line 1: 4 a Investment expenses not included on Form 990, Paft VIII, line b Other (Describe in Part XIII.) c Add lines 4a and 4b , . Total revenue. Add lines 3 and 4c' (This must 5 Part Xu 7b 4d ' 4b 4c ual Form Pa rt line 12. 5 Reconciliation of Expenses per Aud¡ted Financial Statements With Expenses per Return. on answered 'Yes'on Form Total expenses and losses per audited financlal statements ' ' Amounts included on line 1 but not on Form 990, Part IX, line 25: I 2 a b c d e 1 Donaled services and use ot facilities 2a Prior year adjustments 2b Other losses 2c Other (Describe in Paft XIII.) Add l¡nes 2a through 2d 2d 3 Subtract line 2e from line 4 Amounts included on Form 990, PaÊ IX, line 25, but not on line a b c 5 Investment expenses not included on Form 990, Palt VIII, line 7b 4d Other (Describe in Part XIII.) 4b Add lines 4a and 4b X, Line 2 2e 9,s02,934 3 58,306,180 l: 4c . Add lines 3 and 4c, Total 67,809,t74 9,5O2,934 1 is must equal Form 990, Part Return Reference ParE 0 64,022,276 I, line 18 5 Ex pla 0 58,306.180 natio n e financial statement eftects of a tax position taken or expected to be taken are recognized in the financial when it is more likely than not, based on the techn¡cal merits, that the position will be sustained exam¡nation. Interestand penalties, ifany, are included in expenses ¡n the statements ofactivities. As December 37,20t6 and 2015, AFP had no uncetain tax positions that qualify for recognition or disclosure the financial statements. AFP is generally no longer subject lo U.S, federal and state income tax tax authorities before 2013 Schedule D (Form 99O) 2O16 https ://eup. eps.irs. gov/mef/ndprd/sdi/proxy/printsub l2ltU20I7 Page 30 of41 efile GRAPHIC print - DO NOT PROCESS SCHEDULE G (Form 990 or 990-EZ) ORIGINAL DATA - Production DLN: 934933L3OOL247 OMB No. t545-0047 Supplemental Informat¡on Regarding Fundraising ,'yes,' or Gaming Activities 201 6 Complete if the organlzation answêted on Form 99O, pðrt Iv, llnes 17, 1g, or 19, or ¡f the organlzation ent€red mote than $15,OOO on Form 99O-Ez, l¡ne 6a. ÞAttach to Form 99O or Form 990-EZ. Schedule G lnstructlons ¡s Depalment of the Treasury lnternal Revenue Service Open to Public Inspection organ ization number Americans for Prosperity 75-3148958 Part I a b c d I Fundraising Activities.Complete if the organization answered "Yes" on Form 990, part IV, line Form 990-EZ filers are not required to complete th¡s part, Indicate whether the organization raised funds through any of the following activities, Check all that apply. Q P p p solicitations solicitations ehone solicitations e p f I g E wait Internet and email Solicitation ot non-government grants Solicitation of government grants spec¡al fundraising events tn-person solicitations Did the organization have a written or oral agreement with any individual (including officers, directors, trustees 2a or key employees l¡sted in Form 990, Part VII) or entity in conneclion with professiónal fundraising services? M If "Yes," list the y." n highest paid individuals or entities (fundra¡sers) pursuant to agreements under which the fundraiser to be compensated at least 95,000 by the organization. b (i) 17 Èen Name and address of individual or entity (fundraiser) (iii) (i¡) Activity Did (iv) fundrèlser have custody or control of Gross receipts from activity Yes (or retained by) fundraiser listed in col. contrihLrt¡ôñc? Direct (v) Amount paid to (i) no is (vi) Amount paid to (or retained by) orga nization No ¡ [und ra No 95 1,370 t76,L48 775,222 No 136,878 37,469 99,409 1,088,248 2r3,6t7 874,631 Direct mail Brilliant Communications 9305 Schubert Court Fundra¡s¡ ng 4 7 8 9 10 Total 3 Þ List all states in which the organ¡zation is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing. AK, AL, AR, CA, CO, CT, FL. GA, HI, IL, KS, KY, LA, MA, [4D, ME, MN, MS, NC, ND, NH. N], NV, NY, OH, OK, OR, PA, RI, SC, TN, UT, VA, WA, WI, WV For Paperwork Reduction Act Not¡ce, see the Instruct¡ons for Form 99O or 99O-EZ. Cat, No. 50083H Schedule G (Form 99O or 99O-EZ) 2016 1.. https ://eup. eps. irs. gov/mef/i"rdprd/sdi/proxy/printSub 12ltU2017 Page 31 of41 Schedule G (Form 990 or 990-Ez) 2076 II Part ' Page 2 Fundraising Events. Complete if the organization answered "Yes" on Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross reater than (a)Event #1 (b) Event #2 (c)Other events (d) Total events (a) throuqh col. (c)) (add col. (evenl type) (event type) (total number) E) Ð I Gross receipts 2 3 cross income (line 1 minus H . Less: Contr¡but¡ons . . line 2) 4 5 6 Ë dð 7 G" Itl I E 9 Cash prizes Noncash prizes È.) gT IJ Rent/facility costs Food and beverages Enteftainment other direct expenses lODirect expense summary. Add lines 4 through 9 in column (d) 11Net income summary. Subtract line 10 from line 3, column (d) if the organization answered "Yes" on Form 990, Part IV, line 19, or reported more than $15,000 uI Gaming. Com Part line 6a (b) Pull tabs/Instant bingo/progressive bingo (a) Bingo ËÉ 1 Gross revenue 2 Cash prizes 3 Noncash pr¡zes 4 Rent/facility costs s Other direct exÞenses (c) Other gaming (d) Total gaminq (add col.(a) through col.(c)) Ø ÈlJ Ë ü C¿ ùl ü alj LI Yes n No o/o 6 Volunteer labor 7 D¡rect expense summary. Add lines 2 through 5 in column (d) Net 9 I tncome su Subtract line 7 trom line 1 ! Yes !Ho ! ves n -./g- ¡¡o column a Enter the state(s) in which the organizat¡on conduc[s gaming activities Is the organization licensed to conduct gaming activities in each of these states? b If "No," explain loa Were any of the organization's gam¡ng licenses revoked, b If "Yes," explain o/o suspended or terminated during the tax year? n v." n ¡'¡o n ves E ¡¡o Schedule G (Form 99O or 990-Ez) 2016 https ://eup. eps.irs. gov/mef/rrdprd/sdi/proxy/printSub I2ltIl20l7 Page 32 of Schedule G (Form 990 or 990-EZ) 2016 Page 3 11 Does the organization conduct gaming activit¡es with nonmembers? t2 Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity formed to administer charitable gaming? 13 a Indicate the percentage of gaming activity conducted rn: The organization's facility l3a o/o b An outside facility 13b o/o t4 enÈer the amount of gaming revenue received by the organization amount of gaming revenue retained by the thjrd pafty Þ êaäiinþ,,¡¡bnãijêr'fbmþërisátiorlÞ n Part g Þ Description of services provided b Eruo Gaming manager information Name 17 a Eyes and lhe Þ Address i, > Þ$ If "Yes," enter name and address of the third party: Name r' ¡¡o Þ Does the organization have a contract with a third party from whom the organization receives gaming revenue? b If "Yes," 16 n Y.s ! Þ Address c Ey.s Eno Enter the name and address of the person who prepares the organization's gaming/special events books and records: Name 154 4l vl j Þ n Director/officer emptoyee n Independent contractor Mandatoryd¡stributions: Is the organization required under state law to make char¡table distribut¡ons from the gaming proceeds to retain the state gaming license? Enter the amount of distributions required under state law distr¡buted to other exempt organizations or spent ¡n the nization's own exempt activities d the tax rÞ Mupplemental ' , I III, lines 9; 9b, nv". nruo on. the explanations required by Part I, line 2b, mns (i¡i) a ;a Paft 10bf 15b, 15c, 16, and 17b, as applicable. Also provide any additional information (see instructions) Return Reference Expla na tion Schedule G (Form 99O or 99O-EZ) 2016 li't.ilij: r¡l i,,i, r ,,ti. ifi:,,iT,r1,,, https ://eup. eps. irs. gov/mef/rrdprd/sdi/proxy/printSub I2lrU20l7 Page 34 of 4l ffi Schedule L (Form 990 or 990-EZ) Depalment of the Treasury OMB No, 1545-0047 Transactions w¡th lnterested Persons Þ Complete if the organization answered "Yes" on Form 99O' Part IV' lines 25a' 25b, 26, 27, 28a' 28b, or 28c, or Form 99O-Ez, Part v, line 38a or 4Ob. > Attach to Form 990 or Form 99O-Ez' >Informat¡on about Schedule L (Form 99O or 99o-Ez) and ¡ts instructions is at www,¡rs,oov /forÌn99O 2016 Open to Publíc lnternal Employer Name of the organization Americans for Prosperity 7s-3148958 Part I Excess Benefit Transact¡ons (section 501(c)(3), seclion 501(c)(4), and 501(c)(29) organizations only) if (a) Name of disqualified person 1 2 3 Part red "Yes" on Form (b) Relationship between disqualified person and organization (c) Descriptior of tra nsaction Enter the amount ot tax ¡ncurred by organization managers or disqualitied persons during the year under sect on 4958. Enter the amount of tax, if any, on line 2, above, reimbursed by the organizat¡on . Part þ$ . >$ II Loans to and/or From Interested Persons. Complete it the organization answered "Yes" on Form 99O-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization line 6 or 22 an amount on Form (g) In (h) (i)Written (a) Name of (b) Relationship (c) Purpose (d) Loan to or from the (e)Original (f)Bala nce pri ncipal due defa u lt? Approved by agreement? organization? of loan interested person w¡th organization amount board lr comm¡tÞe? To Yes From NO Yes NO Yes No Þ Part III (a) Name Grants or Assistance Benefiting Interested Persons nswe if (c) Amount of assistance of interested person (b) Relationship between (d) Type of ass¡stance (e) Purpose of assistance interested person and the orqa nization For Paperwork Reductlon Act Notice, see the Instructlons for Form 99O or 99O-EZ. https ://eup. eps.irs. gov/mef/ndprd/sdi/proxy/printSub Cat. No. 500564 S€hedule L (Form 99O or 99O-EZ) 2016 t2llU20t7 Page 35 of41 Schedule L (Form 990 or 990-EZ) 2016 Part ness Transactions Involvlng fnterested persons. "Yes" on Form 990 Part IV (a) Name of interested person (b) Relationship (c) Amount of belween interested person and the orga nization V (d) or 2Bc. Descript¡on of transaction (e) Sharing transact¡on of ,s revenues? Yes (1) i360 LLc Part 2 Page Musi Controlled entity ot substantial contributor, Freedom Partners 6,L22,597 Fees paid for media serv¡ces NO Supplemental Information information for to Return Reference Schedule L, Part IV on Schedu L Explanation Per the IRS instrucÈions, a 35o/o controlled entily of a substantial contributor is required Eo be disclosed on Schedule Part IV has been included in accordance ctions. Schedule L (Form 99O or 990-EZ) 2016 https ://eup. eps. irs. gov/mef/rrdprd/sdi/proxy/printSub t2ltIl20t7 Page37 efile GRAPHIC pr¡nt - DO NOT PRocEss M ORIGINAL DATA - Product¡on DLN: 934933L3OÔL247 OMB No, 7545-0047 Noncash Gontributions (Form 990) 2016 >Complete if the organizat¡ons answered "Yes" on Form 990, Part Iv, l¡nes 29 or 30' > Attach to Form 990. ÞInformation about Schedule M (Form 99O) and its instructions is at Department of lhe Treasury of4l Open to Public lnternal Revenue Serv¡ce Employer identif¡cation number Name of the organizat¡on Americans for Prosper¡ty 75-3148958 Part I of (c) (d) Noncash contribution amounls reported on Method of determining noncash conLrìbution amounts (b) (a) check if Number of contributions or ¡pplicable items contributed Form 990, PartVIII, line 1q 1 2 3 4 5 6 7 Ad-Works of art , Alt-Historical treasures Art-Fract¡onal interests Books and publications Clothing and household goods Cars and other vehicles Boats and planes , I I 10 11 T2 13 Intellectual property Secur¡Eies-Publicly traded Securities-Closely held stock 1,984.73L Fair market value 2 X Securit¡es-Partnership, LLC, or trust interests , Securities-Miscellaneous . Qualified conservation contribution-Historic structures t4 Qualified conservation l5 Real estate-Residential 16 Real estate-Commercial contribution-Other . t7 Real 18 19 20 Collectibles Food inventory Drugs and medical supplies 2t Taxidermy Historical artifacts Scientific specimens Archeologìcal artifacts 22 23 24 25 26 27 28 29 estate-Other ( ( Other > ( Other > Other > . ) ) ) Other > Number of Forms 8283 received by [he organization during the tax year for contributions for which the organization completed Form 8283, Part IV, Donee Acknowledgement 29 Yes 3Oa During the year, did the organ¡zation receive by contribution any property reported in Part must hold for at least three years from the date of the initial contribution, and which is not required to be used for exempt purposes for the entire hold¡ng period? b If "Yes," describe the arrangement in PaÊ II. 31 Does the organizat¡on have a gilt acceptance 32a policy that requires the review of any nonstandard contributions? Does the organization hire or use th¡rd parties or related organizations to solicit, process, or sell noncash contributions?. b If "Yes," describe in Palt II. 33 If the organization did not report an amount in column (c) for a type of property describe in Patt No I, lines 1 through 28, that it 3Oa 31 No Yes 32a for which column (a) is checked, II. For Paperwork Reductlon Act Notlce, see the Instructlons for Form 990. https ://eup. eps.irs. gov/mef/ndprd/sdi/proxy/printSub Cat, No. 51227J Schedule M (Form 990) (2016) t2ltU20t1 Page 38 of41 Part II Page 2 I Information. Provide the information required by Part rl lines 30b, 32b, and 33, and whether the organization is reporting in Part I, column (b), the number of co ntributions, the number of items received, or a combination of both. Also complete this for information Return Reference Part I, Column (b) Explanati on number of contr¡butions represent the number of contr¡butions received, not the number of items Schedule M (Form 990) (2O16) https ://eup. eps.irs. gov/mef/rrdprd/sdi/proxy/printSub l2lIU20l7 Page 40 of ORIGINAL DATA SCHEDULE O (Form 990 or 990-EZ) Deparlment of lhe Treasury lnternal Revenue Service . Product¡on DLN: 934933L3OOL247 OMB No. 1545-0047 Supplemental lnformat¡on to Form 990 or 990-EZ Complete to provide ¡nformation for responses to specific quest¡ons on Form 99O ör 99O-Ez or to provide any additional information, > Attach to Form 990 or 99O-Ez. > Information about Schedule O (Form 990 or 990-EZ) and its instructions fs at www 990, Name of the organization 4l 016 to Publ¡c Inspection E Americans for Prosperlty 7s-31489s8 Explanation Return Reference Form 990, Part Vl, Section A, line 1 Several Members of the Board of Directors are on the Executive Committee of the AFP Board of Directors. Under the AFP bylaws and Board resolution, the Executive Committee may exercise the powers of the Board when the Board is not in session, but must repoñ its actions to the Board at the next Board meeting. The Executive Committee may not: (1) amend, alter, or repeal the organization's bylaws or articles of incorporation; (2) elect, appoint, or remove any qffiçer qr director; or (3) authorize tþe disposition of any of the organization's property and assets. Form 990, Part Vl, The Form 990 is prepared by an independent CPA firm. The COO, VP of Finance, Treasurer, and General Counsel review in detail Section B, line 1 'lb and questions pr¡or to f¡l¡ng with the IRS Form 990, Part Vl, The Organization has in place a conflict of interest policy covering all staff, directors and officers that it monitors through the quarterly meetings of the Board of Directors'Audit Committee and an annual employee survey. Should a conflict be disclosed, it is addressed by company management or the board, as appropriate. Section B, line 12c Formgg0priortosendingtotheboard The990isthendistributedtotheauditcommittee,actingonbehalfoftheboardforrev¡ew Form 990, Part Vl, The CEO reviews compensation for offìcers and other key employees and it is approved by the chair of the executive committee of the board. This process is documented in the employee's personnel flle. This process was last completed during the tax year for all Section line '15 officers. B, Form 990, Part Vl, The organization makes available to the public documents required by law to be made publicly available in accordance with IRS procedures. Section C, line '19 Form 990, Part V, Line 2a, Part Vll, Part lX, Lines The filing organization shares employees with Americans for Prosperity Foundation, a related organization. The related organization handles all applicable filings with the IRS Compensation paid to individuals working for both organizations is reported in Part Vll, Part lX and Schedule J based primarily on the percentage of time devoted to each respective organization. Part Vll, Columns D and E need to be added together in order to tie out to Form W-2, Box 5 wages. 5-10and Schedule J Form 990, Pad Vlll, Line The organization has a policy whereby all contributed securities are immediately sold through the broker that receives those contributions on the organization's behalf. 7al7b Form 990, Part Xll, Line 2c The organization's Audit Committee assumes responsibility for oversight of the audit of its financial statements and selection of its independent accountant. This process has not changed since the prior year. For Papemork Reductlon Act Notlce, see the lnstructlons for Form 990 or 990-EZ, https //eup. eps. irs. gov/mef/rrdprd/sdi/proxy/printSub : Cat. No. 51056K Schedule I2lIIl20t7 Page ef¡le GRAPHIC orint - DO NOT PROCESS Schedule I (Form 990) ORIGINAL DATA - Product¡on DLN: 93493313OOL247 OMB No. 1545-00, Grants and Other Assistance to Organizations, Governments and lndividuals in the United States complete if the orsanization answd;J;"";jlff:eeo, Part Iì/, line 2r or 22. Department of the > Informat¡on about Schedute I I of14 2016 to Public Open Inspectíon (Form 99O) and ¡ts ¡nstruct¡ons is dt www.its.dov/formggÙ, orqan¡zation Americans For Prosperity 75-3148958 Part I General fnformation on Grants and Assistance 1 Does the organizat¡on maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and the select¡on criter¡a used to award the grants or assistance? . . 2 Descr¡be in Part IV the organization's procedures for monitoring the use of grant funds in the United States. Part II G rants that an.l other Ass¡stance to Domest¡c organizations and Domestic Governments. Complete (a) Name and address of (b) ErN (c) IRC sect¡on (if applicable) organization or government ¡f Mv"r nro the organization answered "Yes" on Form 990, Part IV, l¡ne (d) Amount of cash (e) Amount ot non- grant cash assistance (f) Method of valuat¡on (book, FMV. appra¡sal, other) (g) Descr¡pt¡on of noncash ass¡stance 2!, for (h) añV rec¡pient Purpose of grant or assistance (1) Deteat22com 2522 W4t Street 132 Fal sD 57105 8L-303377I 527 590,000 Program Support (2) Arizona Free Enterprise 20-2423383 s01(c)(a) 100,000 Program Support Club 2415 E Camelback Rd St 700 Phoenix,AZ 85016 2 3 Enter total number of sect¡on 501(cX3) and government organizations l¡sted in the line 1 table Enter total number of other organizations listed in the line 1 table For PapeMork Reduction Act Not¡æ. see the Instructions for Form 99O. htþs ://eup.eps.irs. gov/mef/ndprd/sdi/proxyiprintSub , , 2 Cat. No. 50055P Schedule I (Form 99O) 2016 l2ltv20r7 Page 2 Schedule Part III 2 20t6 I to Domest¡c Individuals. Complete if the organization answered "Yes" on Form 990, Part IV, Grants and Part III of 14 l¡ne 22. if additional can be du (a) Type of grant or assistance (b) Number of recipients (c) Amount of cash grant (d) Amount of noncash assistance (e) Method of valuation (book, FMV, appra¡sal, other) (Ð Description of noncash assistance (1) (2) (3) (4) (s) (q) (7) Return Reference Part I, Line 2 Explanat¡on Grant funds were paid pursuant to an agreement requiring the recipient to expend the funds for exclusively for 501(c)(4) purposes. The organization reviews the tax ID # and IRS letter articles Schedule https ://eup. eps.irs. gov/mef/ndprd/sdi/proxy/printSub I (Form 99O) 2016 12ñU20r7 Page 4 efile GRAPHIC orint - DO NOT PRoCEss ORIGINAL DATA - Production DLN: 93493313OOL247 Compensation lnformation Schedule J (Form 990) OMB No. 1545-0047 For certain Officers, D¡rectors, Trustees, Key Employees, and H¡ghest Compensated Employees > Complete if the organization answered "Yes" on Form 99O, Part IV, line 23. Þ rnformation u¡out Department of the Treasury Intemal Revenue Serviæ s"Tåff""! Ë"t'iH;r";nd www,irs.aov /form990. of 74 2016 Open to Public ¡ts ¡nstructions is at Name of the organ¡zation Americans for Prosperity Part I 75-31489s8 Questions Compensation Yes la M n n E b 2 No Check the appropiate box(es) if the organization provided any of the following to or for a person l¡sted on Form 990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items. First-class or charter travel Travel for companions Tax ¡demnifìcat¡on and gross-up payments Discretionary spending account ! ! ! n Housing allowance or residence for personal use Payments for business use of personal residence Health or social club dues or ¡nitiation fees Personal services (e.9., ma¡d, chauffeur, chef) If any of the boxes in line 1a are checked, did the organ¡zation follow a wr¡tten policy regarding payment or reimbursement or provision ofall ofthe expenses descr¡bed above? IF"No," complete Part III to explain . Did the organ¡zat¡on require substantiation prior to reimbursing or al¡owing expenses incurred by all directors, trustees, officers, includinq the CEO/Executive Director, regarding the items checked in line 1a?. 1b 2 Yes Yes Indicate which. if any, of the following the fillng organization used to establish the compensation of the organizat¡on's CEo/Executive D¡rector. Check all that apply. Do not check any boxes for methods used by a related organization to establ¡sh compensation ofthe CEo/Execut¡ve Director, but expla¡n in Part IU. Compensation committee Independent compensation consultant Form 990 of other organ¡zations Dur¡ng the year, did any person listed on Form 990. Part 4 Written employment contract Compensation survey or study Approval by the board or compensation committee VII, Section A, line 1a, with respect to the filing organizat¡on or a related organization: a b c Receive a severance payment or change-of-control payment? . Part¡cipate ¡n, or receive payment from, a supplemental nonqualified ret¡rement plan? . Part¡cipate in, or receive payment from, an equity-based compensation arrangement? . If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each ¡tem ¡n Part 4d 4b No 4C No 5a 5b No 6a No 6b No No III Only 5O1(cX3), 501(c)(4), and 501(c)(29) organ¡zat¡ons must complete l¡nes 5-9, For persons l¡sted on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any compensation cont¡ngent on the revenues of: a b The organization? . Any related organ¡zation? . If "Yes," on line 5a or 5b. descr¡be in Paft No III. For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any compensation contingent on the net earnings of: 6 a b The organization? . Any related organ¡zation? . If "Yes," on line 6a or 6b, describe ¡n Part III. https ://eup.eps. irs. gov/mef/rrdprd/sdilproxy/printSub l2ltv20r7 Page 5 7 9 For persons listed on Form 990, Part VII, Section A, line 14, d¡d the organization provide any nonfixed payments not described in lines 5 and 6? If "Yes," descr¡be in Part III . 7 Were any amounts reported on Form 990, Part VII. paid or accured pursuant to a contract that was subject to the init¡al contract exception described ¡n Regulations section 53.4958-4(aX3)? If "Yes," describe in Part IIL a If "Yes" on line 8, d¡d the organization also follow the rebuttable presumpt¡on procedure described ¡n Regulations sect¡on s3.49s8-6(c)? For Paperwork Reduction Act Not¡ce, see the Instruct¡ons for Form 99O. htþs ://eup.eps.irs. gov/mef/ndprd/sdi/proxy/printSub Cat. No of14 Yes No I J (Form 990) 2016 r2lt 2017 Page 6 Schedule J (Form 990) 2016 Part II Page of 74 2 --Officers. Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed. For each individual whose compensat¡on must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described ¡n the instructions, on row (ii). Do not l¡st any individuals that are not listed on Form 990, Part VII. line column and amounts for for each (A) Name and T¡tle (B) Breakdown of W-2 and/or 1099-MISC (C) Retirement compensation and other deferred compensation (¡) Base (¡ i) compensation Bonus & incentíve compensation (iii) other reportable compensation that ¡ndiv¡dual. (D) Nontaxable (E) Totaf of benefits columns (BXi)-(D) (F) Compensation in column (B) reported as deferred on prior Form 990 See Additional Data Table Schedule J (Form 99O) 2016 htçs ://eup.eps.irs. gov/mef/rrdprd/sdi/proxy/printSub r2lrv20r7 Page 9 efile GRAPHIC print - ORIGINAL DO NOT PROCESS DLN: 93493313OO124 TA - Production OMB No. 1545-0047 Related Organizations and Unrelated Partnerships SCHEDULE R (Form 990) Þ complete if the orsanizat¡on aniw;t;eadc;f-;;îåiîil eeo' Name of the organization 7 I (a) (b) (c) (d) (e) (f) Pr¡mary activity Legal dom¡c¡le (state Total ¡ncome End-of-year assets Direct controll¡ng entiw or foreign country) for Prosperity 2,000 Educate and mob¡l¡ze PRDIST LLC c¡t¡zens 1310 N Courthouse Rd Ste 7O0 Arl¡ngton. vA 222OL 27-3L20702 Part Inspection Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33 Name, address, and EIN (if appl¡cable) of d¡sregarded ent¡ty (1) Open to Public Employer identification number Amer¡æns for Prosperity Part 201 6 Part n', line 33,34,3sb,36' ot 37 Þ Information about Schedule R (Form 99O) and its instructions is dt www'¡rs'dovlforñggo' Departnent of the Treasury of14 II ldentification of Related izations du related Complete if Tax-Exempt the tax (a) (b) Name, address, and EIN of related organ¡zation Pr¡mary activ¡ty organization answered "Yes on Form 990, Part IV, line 34 because it had one or more (c) (d) Legal dom¡cile (state or fore¡gn country) Exempt Code section (e) (Ð (s) Publ¡c char¡ty status D¡rect controlling Section 512(b) (13) controlled entity (if section 501(cX3)) Yes (1)Ameriæns for Prosper¡ty Foundat¡on 1310 N Courthouse Rd Ste 700 Educate citizens DE s01(cx3) No No Lile 7 N/A Arlington. VA 22201 52-t527294 For Paperwork Reduction Act Not¡ce, see the Instructions for Form 99O. https ://eup. eps.irs. gov/mef/rrdprd/sdi/proxy/p rintSub cat. No.50135Y Schedule R (Form 99O) 2016 r2lrr/2017 l0 of14 Page Schedule R (Form 990) 2016 Part III : one or more related organizations treated as a partnership during the tax year. "Yes" on Form 990, Part IV, line 34 because it had (a) (b) (c) (d) (e) (f) Name, address, and EIN of related organ¡zation (s) Primary activ¡ty Legal D¡rect Predominant inæme(related unrelated, excluded from tax under sect¡ons 512s14) Share of total income Share of con (state OT foreig n trcll¡ng entity IV (i) (h) Code V-UBI allocations? assets (k) 6) General Percentage amount ¡n box managrn9 partner? 20 of owneßhip Schedule K-1 (Form 1065) Yes Part 2 Page Identification of Related Organ¡zat¡ons Taxable as a Partnersh¡p Complete if the organization answered Yes No No Ident¡f¡cat¡on of Related Organ¡zat¡ons 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) (b) (c) Name, address, and EIN of related organization Primary act¡v¡ty Lega I dom¡c¡le (state or fore¡9n country) (d) (e) (f) (s) (h) D¡rect controlling Type of ent¡ty (C corp, S corp, Share of tota Share of end-ofyear assets Percentage ownership ent¡ty or trust) tncome (13) Yes No Schedule R (Form 99O) 2016 htþs ://eup. eps.irs. gov/mef/rrdprd/sdi/proxy/printSub tzll1l2017 Page 11 Schedule R (Form 990) 2016 Part V Paqe Transactions With Related Organizations Complete if the organizat¡on answered "Yes" on Yes No During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts iI-IV? a b c d e f g h ¡ j k I m n o p q r s 2 (i) 1a No 1b No Gift, grant, or capital contribut¡on from related orqanizat¡on(s) lc No Loans or loan guarantees to or td No Loans or loan guarantees by related organ¡zation(s) le No Dividends from related organization(s) 1f No tg No th No 1¡ No rj No Receipt of interest, (ii)annuities, (¡i¡) royalties, or(iv) rent from a controlled entity , Gift, grant, or capital contribution to related organ¡zation(s) . , for related organization(s) Sale of assets to related organ¡zation(s) . , Purchase of assets from related organ¡zat¡on(s) Exchange of assets with related organizat¡on(s) , . , . Lease of fac¡lities. equ¡pment, or other assets to related organization(s) 1k No Performance of seruices or membership or fundrais¡ng solic¡tat¡ons for related organ¡zat¡on(s) 1t No Performance of services or membership or fundrais¡ng solicitat¡ons by related organizat¡on(s) 1m No Shar¡ng of fac¡l¡t¡es, equ¡pment. mail¡ng lists, or other assets w¡th related organization(s) 1n Yes Lease of facilit¡es. equipment, or other assets from related organization(s) Shar¡ng of paid employees with related organ¡zat¡on(s) . . , lo Yes . Reimbursement paid to related organizat¡on(s) for expenses . 1p Re¡mbursement paid by related organizat¡on(s) for expenses . 1q Other transfer of cash or property Other transfer of cash or property from related organ¡zation(s) No Yes lr to related organ¡zation(s) 1s . No If the answer to any of the above is "Yes," see the instruct¡ons for ¡nformation on who must complete th¡s line, including covered relationships and transactlon thresholds (a) (b) (c) (d) Name of related organizat¡on Transact¡on WÞe (a-s) Amount involved Method of determining amount ¡nvolved 1)Americans for Prosper¡ty Foundat¡on N (2)Amer¡cans for Prosper¡ty Foundat¡on o (3)Amer¡cans for Prosperity Foundation a ( 3 Form 990, Part IV, line 34, 35b, or 36. Note. Complete line 1 ¡f any entiiy is listed in Parts II, III, or IV of this schedule. I of14 Schedule R (Form 99O) 2016 htçs ://eup. eps.irs. gov/mef/rrdprd/sdi/proxy/printSub 1211U20t7 Page 12 Schedule R (Form 990) 2016 Part VI Page Unrelated Organizations Taxable as a Partnership Complete if the (a) (b) Pr¡mary activity 4 act¡v¡t¡es (measured by total assets or gross (c) (d) (e) (f) (s) (h) (i) (k) Predomrnant Share of total Share of end-of-year Disproprt¡onate allocations? Code V-UBI General or ma nagrng Percentage tncome Are all partners ' sect¡on (i) Legal domic¡le (state or tncome assets foreig n @untry) 14 nization answered "Yes" on Form 990, Part IV, line 37 information for each as a partnersh¡p:through which the organizat¡on conducted more than five percent was not a related organization. See ¡nstruct¡ons regarding exclusion for certa¡n investment partnerships. Name, address. and EIN of ent¡ty of (related, rela ted, excluded from tax under sections 512un st4) s01 (cX3) Yes No nt ¡n 20 of Schedule K-1 (Form 1065) organizations? Yes No partner? Yês owneßhip No Schedule R (Form 99O) 2016 h@s ://eup.eps. irs. gov/mef/rrdprd/sdilproxy/printSub t2ltv20r7 Page 13 Paqe 5 Schedule R (Form 990) 2016 Part VII of14 Supplemental Information Provide additional informat¡on for to Return Reference on Schedule R see Explanat¡on Schedule R (Form 99O) 2016 h@s ://eup.eps.irs. gov/mef/rrdprd/sdi/proxy/printSub tzlt 20r7