Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - Form990 Department of the Treasury Internal Revenue Serwce foundations) Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private Do not enter security numbers on this form as it may be made public Information about Form 990 and Its Instructions is at IRS govlform990 A For the 2015 calendar year, or tax year beginning 01-01-2015 Check if applicable I7 Address change Name change Initial return Final retu rn/terminated I?Amended retu rn I?Application pending and ending 12-31-2015 OMB NO 1545-0047 2015 Open to Public Inspection Name of organization Americans for Prosperity Foundation D0ing business as 52?1527294 Employer identification number Number and street (or 0 box if mail is not delivered to street address) Room/smte 1310 Courthouse Rd No 700 Telephone number (703)224-3200 City or town, state or provmce, country, and ZIP or foreign postal code Arlington, VA 22201 Gross receipts 24,724,589 Name and address ofprinCIpal officer Luke Hilgemann 1310 Courthouse Rd No 700 Arlington,VA 22201 H(a) I Tax?exempt status I7 501(c)(3) 501(c)( )4 (insert no) or 527 Website: org H(c) Is this a group return for subordinates? N0 H(b) Are all subordinates included? Yes I?Yes attach a list (see instructions) Group exemption number Form of organization I7 Corporation Trust Assomation Other Year of formation 1987 State of legal domICIle DE Summary 1Briefly describe the organization?s missmn or most Significant actIVIties Educate US persons to increase awareness about a free economy Activmes Govemance 2 Check this box ifthe organization discontinued its operations or disposed ofmore than 25% ofits net assets 3 Number ofvoting members ofthe governing body (Part VI, line 1a) 3 5 4 Number ofindependent voting members ofthe governing body (Part VI, line 1b) 4 5 5 Total number ofindIVIduals employed in calendar year 2015 (Part V, line 2a) 5 902 6 Total number ofvolunteers (estimate if necessary) 6 493 73 Total unrelated busmess revenue from Part column (C), line 12 7a 0 Net unrelated busmess taxable income from Form line 34 7b 0 Prior Year Current Year Contributions and grants 1h) 21,461,641 20,108,429 (1i 3 9 Program serVIce revenue 29) 1,704,975 2,064,679 10 3,4,and 7d) 117,521 19,850 I: 11 Other revenue 5,6d,8c,9c,10c,and lie) 0 0 12 'Il'gt)al revenue?add lines 8 through 11 (must equal Part column (A), line 23,284,137 22,192,958 13 Grants and similar amounts paid (PartIX,column (A),lines 1?3) 82,403 248,235 14 Benefits paid to or for members (Part IX, column (A), line 4) 0 8 15 galfgifs, other compensation, employee benefits (Part IX, column (A), lines 10,581,709 14,326,077 an 5 16a Professmnalfundraismg fees 11e) 78,853 38,408 5 Total fundraismg expenses (Part IX, column (D), line 25) P21098r824 17 Otherexpenses 11a?11d,11f?24e) 10,263,844 13,202,282 18 Totalexpenses Addlines 21,006,809 27,815,002 19 Revenue less expenses Subtract line 18 from line 12 2,277,328 ?5,622,044 3; Beginning of Current Year End of Year 39 of? 20 Totalassets (PartX,line 16) 10,330,200 7,536,863 :2 21 Total liabilities (Part X, ine 26) 1,813,674 4,642,381 22 Net assets orfund balances Subtract line 21 from line 20 8,516,526 2,894,482 Signature Block Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete Declaration of preparer (otherthan officer) is based on all information of which preparer has any knowledge 2016-11-15 . Si nature of officer Date Sign 9 Here Luke Hilgemann CEO Type or print name and title Print/Type preparer's name Preparer's signature Date PTIN Dawd M0]a Dawd CheCk If P00747006 Pald self-employed Firm's name Capin Crouse LLP Firm's EIN 36?3990892 Preparer Firm's address 972 Emerson Parkway STE A Phone no (317) 885-2620 Use Only Greenwood, IN 46143 May the IRS discuss this return With the preparer shown above? (see instructions) . I7Yes For Paperwork Reduction Act Notice, see the separate instructions. Cat No 11282Y Form990(20 1 5) Form 990(2015) Page2 Statement of Program Service Accomplishments 1 Check ifSchedule 0 contains a response or note to any line In this . . . . . . . . . . . . . Brie?y describe the organization's mission Educate US persons to Increase awareness ofthe operation and value ofa free economy 2 Did the organization undertake any Signi?cant program serVIces during the year which were not listed on thepriorForm990 or990?EZI_Yes If"Yes," describe these new serVIces on Schedule 0 3 Did the organization cease conducting, or make Significant changes in how it conducts, any program If"Yes," describe these changes on Schedule 0 4 Describe the organization?s program serVIce accomplishments for each ofits three largest program serVIces, as measured by expenses Section 501(c)(3) and 501(c)(4) organizations are reqUIred to report the amount ofgrants and allocations to others, the total expenses, and revenue, if any, for each program serVIce reported 4a (Code (Expenses 33 14,587,948 including grants of 248,235 (Revenue State chapters - educate the American Public to increase awareness of state government impact on the operation and value of a free economy 4b (Code (Expenses 33 8,628,984 including grants of (Revenue 2,064,679 National office educate the American Public to increase awareness of the federal government's impact on the operation and value of a free economy 4c (Code (Expenses including grants of (Revenue 4d Other program serVIces (Describe in Schedule 0 (Expenses including grants of$ (Revenue 4e Total program service expenses 23 ,2 1 6 ,9 32 Form 990 (2015) Fonn990(2015) Checklist of Required Schedules 20a Page 3 Is the organization described In section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete ScheduleA Is the organization reqUIred to complete Schedule B, Schedule of Contributors (see instructions)? Did the organization engage in direct or indirect political campaign actIVIties on behalfof or in opp05ition to candidates for public office? If ?Yes," complete Schedule C, Part I Section 501(c)(3) organizations. Did the organization engage in lobbying actIVIties, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, orSImilar amounts as defined in Revenue Procedure 98?19? If "Yes," complete Schedule C, Part Did the organization maintain any donor adVIsed funds or any Similar funds or accounts for which donors have the right to prowde adVIce on the distribution or investment ofamounts in such funds or accounts? If "Yes," complete Schedule D, Part I Did the organization receive or hold a conservation easement, including easements to preserve open space, the enVIronment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II Did the organization maintain collections of works ofart, historical treasures, or other Similar assets? If "Yes," complete Schedule D, Part Did the organization report an amount in Part X, line 21 for escrow or custodial account liability, serve as a custodian for amounts not listed in Part X, or prowde credit counseling, debt management, credit repair, or debt negotiation serVIces?If ?Yes," complete Schedule D, Part IV ?r Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quaSI?endowments? If "Yes," complete Schedule D, Part Ifthe organization's answerto any ofthe followmg questions is "Yes,? then complete Schedule D, Parts VI, VII, IX, orX as applicable Did the organization report an amount for land, and eqUIpment in Part X, line 10? If "Yes," complete Schedule D, Part VI Did the organization report an amount for investments?other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If ?Yes," complete Schedule D, Part VII Did the organization report an amount for investments?program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part 90' Did the organization report an amount for other assets in Part X, line 15 that is 5% or more ofits total assets reported in Part X, line 16? If ?Yes," complete Schedule D, Part IX 95' Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, PartX Did the organization?s separate or consolidated finanCIal statements for the tax year include a footnote that addresses the organization?s liability for uncertain tax p05itions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part Did the organization obtain separate, independent audited finanCIal statements forthe tax year? If "Yes," complete Schedule D, Parts XI and XII 93' Was the organization included in consolidated, independent audited finanCIal statements for the tax year? If "Yes," and if the organization answered ?No" to line 12a, then completing Schedule D, Parts XI and XII is optional Is the organization a school described in section 170(b)(1)(A If ?Yes," complete Schedule Did the organization maintain an office, employees, or agents outSIde ofthe United States? Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraismg, busmess, investment, and program serVIce actIVIties outSIde the nited States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete ScheduleF, Parts I and IV . Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other a55istance to or for any foreign organization? If ?Yes,?complete Schedule F, Parts II and IV . Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other as5istance to or for foreign indIVIduals? If "Yes,?complete Schedule F, Parts and IV . Did the organization report a total of more than $15,000 of expenses for professmnal fundraismg serVIces on Part IX, column (A), lines 6 and Me? If ?Yes," complete Schedule G, Part I (see instructions) a Did the organization report more than $15,000 total of fundraismg event gross income and contributions on Part lines 1c and 8a? If ?Yes," complete Schedule G, Part II 6' Did the organization report more than $15,000 ofgross income from gaming actIVIties on Part line 9a? If ?Yes," complete Schedule 6, Part ?r Did the organization operate one or more hospital faculties? If "Yes," complete Schedulel-l If"Yes" to line 20a, did the organization attach a copy ofits audited finanCIal statements to this return20b Forn1990(2015) Form 990(2015) Page4 Checklist of Required Schedules (contlnued) 21 the organIzation report more than $5,000 ofgrants or other a55istance to any domestIc organization or 21 Yes domestic government on Part IX, column (A), IIne 1 If "Yes,?complete Schedule I, Parts I and II 22 the organization report more than $5,000 ofgrants or other a55istance to or for domestic indIVIduals on Part 22 IX, column (A), IIne 2? If "Yes,?complete Schedule I, Parts I and 6- 0 23 the organization answer ?Yes" to Part VII, SectIon A, We 3, 4, or 5 about compensation of the organIzatIon?s current and former of?cers, directors, trustees, key employees, and highest compensated employees? If ?Yes," 23 es complete Schedule 24a the organization have a tax?exempt bond issue WIth an outstandIng prInCIpal amount of more than $100,000 as ofthe last day ofthe year, that was issued after December 31, 2002? If ?Yes,?answer lInes 24b through 24d and complete Schedule If ?No,?go to lIne 25a 24a 0 the organization invest any proceeds oftax?exempt bonds beyond a temporary perIod exception? 24 the organization maintain an escrow account other than a refundIng escrow at any tIme during the year to defease any tax?exempt bonds? 24C the organization act as an "on behalfof" Issuer for bonds outstandIng at any tIme durIng the year? 24d 25a Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. the organization engage In an excess benefit transaction With a disqualified person durIng the year? If "Yes," 25 complete Schedule L, Part I ?r a 0 Is the organization aware that it engaged In an excess bene?t transaction With a dIsqualIfied person In a prIor year, and that the transactIon has not been reported on any ofthe organIzation's prior Forms 990 or 25b N0 If "Yes," complete Schedule L, 26 the organIzation report any amount on Part X, line 5, 6, or 22 for recerables from or payables to any current orformer employees,highestcompensated employees,ordisqualIfied persons? 26 No If "Yes," complete Schedule L, Part II W- 27 the organIzation prowde a grant or other aSSIstance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selectIon commIttee member, orto a 35% controlled entity or famIIy 27 No member ofany ofthese persons? If ?Yes," complete Schedule L, Part it 28 Was the organizatIon a party to a busmess transactIon WIth one ofthe followmg partIes (see Schedule L, Part IV InstructIons for applIcable filIng thresholds, conditIons, and exceptIons) a A current or former officer, dIrector, trustee, or key employee? If ?Yes," complete Schedule L, Part-IV 233 No A family member ofa current orformer offIcer, dIrector, trustee, or key employee? If ?Yes," complete Schedule L, PartIV . 23b Yes A entIty of a current or former offIcer, dIrector, trustee, or key employee (or a famIly member thereof) was No an officer, dIrector, trustee, or dIrect or Indirect owner? If "Yes," complete Schedule L, Part IV a 23C 29 the organIzation recere more than $25,000 in non?cash contrIbutions? If ?Yes,? complete ScheduleM . .93' 29 Yes 30 the organIzation recere contributIons of art, hIstorIcal treasures, or other SimIIar assets, or quali?ed No conservatIon contributIons? If ?Yes," complete Schedule a 30 31 the organIzation IIqUIdate, termInate, or dIssolve and cease operatIons? If ?Yes,? complete Schedule N, Part I No 31 32 the organIzation sell, exchange, dispose of, or transfer more than 25% ofits net assets? If "Yes," complete Schedule N, Part II 32 0 33 the organIzation own 100% ofan entity dIsregarded as separate from the organIzatIon under Regulations sectIons 301 7701?2 and 301 7701?3? If "Yes," complete Schedule R, 6' 33 es 34 Was the organizatIon related to any tax-exempt or taxable entity? If ?Yes,? complete Schedule R, PaIt II, or IV, W- 34 Yes and Part V, lme 1 35a the organIzation have a controlled entIty WIthin the meaning ofsection 512(b)(l3)? 35a N0 If?Yes'to line 35a, did the organizatIon receive any payment from or engage In any transactIon WIth a controlled 35b entIty WIthin the meaning of section 512(b)(13)? If ?Yes," complete Schedule R, Part V, lIneZ 36 Section 501(c)(3) organizations. the organIzatIon make any transfers to an exempt non-charItable related Yes organization? If ?Yes," complete Schedule R, Part V, lrne 2 0 35 37 the organIzation conduct more than 5% of Its actIVItIes through an entity that is not a related organIzatIon and that is treated as a partners hIp for federal Income tax purposes? If "Yes," complete Schedule R, Part VI 37 0 38 the organIzation complete Schedule 0 and prowde explanatIons In Schedule 0 for Part VI, lines 1 1b and 19? Note. All Form 990 filers are reqUIred to complete Schedule 0 38 es Form 990 (2015) Form 990(2015) Page5 Statements Regarding Other IRS Filings and Tax Compliance Check If Schedule 0 contaIns a response or note to any lIne In thIs Part . . . . . . . . . . . I7 Yes No 1a Enterthe number reported In Box 3 of Form 1096 Enter Ifnot applicable . . 1a 170 Enterthe number of Forms W-ZG Included In line 1a Enter If not applicable 1b 0 the organIzation comply WIth backup Withholding rules for reportable payments to vendors and reportable to prIze WinnersEnter the number ofemployees reported on Form Transmittal of Wage and Tax Statements, ?led for the calendar year ending With or WIthIn the year covered 23 902 Ifat least one Is reported on IIne 2a, dId the organization We all reqUIred federal employment tax returns? Yes Note.Ifthe sum of lines 1a and 2a IS greater than 250, you may be reqUIred to e?fIIe (see Instructions) 3a the organIzation have unrelated busmess gross Income of $1,000 or more durIng the year? . . . 3a No If?Yes," has It filed a Form for thIs year?If "No?to lme 3b, pIowde an exp/anatIon In Schedule any tIme during the calendar year, did the organization have an Interest In, or a SIgnature or other authority over, a fInanCIal account In a foreIgn country (such as a bank account, securIties account, or other finanCIal account)? . . 4a No If"Yes," enter the name ofthe foreIgn country See Instructions for filing reqUIrements for Form 114, Report of Foreign Bank and FinanCIal Accounts (FBA R) 5a Was the organizatIon a party to a prothIted tax shelter transaction at any tIme during the tax year? . . 5a No any taxable party notify the organIzatIon that It was or Is a party to a prohibited tax shelter transactIon? 5b No If"Yes," to line 5a or 5b, did the organization ?le Form 5c 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the Ga No organization so ICIt any contributIons that were not tax deductible as charItable contrIbutIons? If"Yes," did the organization Include With every so ICItatIon an express statement that such contributIons or 5b 7 Organizations that may receive deductible contributions under section 170(c). a the organIzation recere a payment In excess of$75 made partly as a contrIbutIon and partly for goods and 7a No serVIces prowded to the payorIf"Yes," did the organization notIfy the donor ofthe value ofthe goods or serVIces prowdedthe organIzation sell, exchange, or otherWIse dispose of tangible personal property for which It was reqUIred to 7C N0 If"Yes," Indicate the number of Forms 8282 filed durIng the year . . . . I 7d I the organIzation recere any funds, directly or IndIrectly, to pay prequms on a personal benefit contract? 7e No the organIzatIon, durIng the year, pay prequms, directly or IndIrectly, on a personal bene?t contract? . . 7f No 9 Ifthe organIzation recered a contrIbutIon of qualified Intellectual property, dId the organIzation ?le Form 8899 as 7g Ifthe organIzation recered a contrIbutIon of cars, boats, aIrplanes, or other vehIcles, did the organization ?le a 8 Sponsoring organizations maintaining donor advised funds. a donor adVIsed fund maIntaIned by the sponsorIng organizatIon have excess busmess holdIngs at any time 3 9a the sponsoring organIzation make any taxable dIstrIbutIons under section 4966? . . . 9a the sponsoring organIzation make a dIstrIbutIon to a donor, donor adVIsor, or related person? . . . 9b 10 Section 501(c)(7) organizations. Enter InitiatIon fees and capital contrIbutIons Included on Part Me 12 . . . 10a Gross rECEIpts, Included on Form 990, Part line 12, for public use ofclub 10b faCIlities 11 Section 501(c)(12) organizations. Enter Gross Income from members or shareholders . . . . . . . . . 11a Gross Income from other sources (Do not net amounts due or paid to other sources against amounts due or recewed from them11b 12a Section 4947(a)(1) non-exempt charitable trusts.Is the organization fIlIng Form 990 In of Form 1041? 12a If "Yes," enter the amount of tax-exempt Interest received or accrued durIng the year 12b 13 Section 501(c)(29) qualified nonprofit health insurance issuers. a Is the organization Icensed to Issue health plans In more than one state?Note. See the InstructIons for addItIonal Information the organIzation must report on Schedule 0 13a Enter the amount of reserves the organizatIon IS reqUIred to maIntaIn by the states In the organIzatIon Is Icensed to Issue health plans . . . . 13b Enterthe amount of reserves on hand . . . . . . . . . . . . 13c 14a the organIzation recewe any payments for Indoor tannIng serVIces during the tax year"Yes," has It ?led a Form 720 to report these payments?If ?No,"prowde an explanation In Schedule 0 . . 14b Form 990 (2015) Form 990(2015) Page6 Governance, Management, and Disclosure For each ?Yes" response to lines 2 through 7b below, and for a "No" response to lInes 8a, 8b, or 10b below, describe the Circumstances, processes, or changes In Schedule 0. See Instructlons. Check IfSchedule contaIns a response or note to any IIne In thIs PartVI . . . . . . . . . . . . . .I7 Section A. Governing Body and Management Yes No 1a Enter the number ofvotIng members of the governIng body at the end ofthe tax 1a 5 year Ifthere are material differences In votIng among members ofthe governIng body, or Ifthe governIng body delegated broad authorIty to an exec utIve commIttee or commIttee, epraIn In Schedule 0 Enter the number ofvotIng members Included In IIne 1a, above, who are Independent 1b 5 2 any of?cer, dIrector, trustee, or key employee have a famIly relatIonshIp or a busmess relatIonshIp WIth any other of?cer, dIrector, trustee, or key employeethe organIzatIon delegate control over management dutIes customarlly performed by or underthe dIrect 3 No superVISIon of of?cers, dIrectors or trustees, or key employees to a management company or other person? 4 the organIzatIon make any sIgnIfIcant changes to Its governIng documents smce the prIor Form 990 was 4 N0 5 the organIzatIon become aware durIng the year ofa SIgnIfIcant dIverSIon of the organIzatIon's assets? . 5 No 6 the organIzatIon have members or stockholdersthe organIzatIon have members, stockholders, or other persons who had the power to elect or appomt one or more members 0fthe governIng bodyAre any governance deCISlonS of the organIzatIon reserved to (or subject to approval by) members, stockholders, 7b No or persons other than the governIng body? 8 the organIzatIon contemporaneously document the meetIngs held or ertten actIons undertaken durIng the year by the followmg 8aYes Each commIttee WIth authorIty to act on behalfofthe governIng bodythere any of?cer, dIrector, trustee, or key employee Isted In Part VII, SectIon A, who cannot be reached at the organIzatIon? 5 mang address? If' Yes,? provrde the names and addresses In Schedule 0 . . . 9 N0 Section B. Policies (ThIs Section requests Informatron about polICIes not requrred by the Internal Revenue Code.) Yes No 10a the organIzatIon have local chapters, branches10a Yes If"Yes," dId the organIzatIon have ertten poIICIes and procedures governIng the actIVItIes ofsuch chapters, and branches to ensure theIr operatIons are conSIstent WIth the organIzatIon's exempt purposes? 10" Yes 11a Has the organIzatIon prowded a complete copy ofthIs Form 990 to all members ofIts governIng body before fIlIng N0 DescrIbe In Schedule 0 the process, If any, used by the organIzatIon to reVIew thIs Form 990 12a the organIzatIon have a ertten conflIct ofInterest poIIcy? If go to llne 12a Yes Were of?cers, dIrectors, or trustees, and key employees reqUIred to dIsclose annually Interests that could gIve rIse to conflIcts12b Yes the organIzatIon regularly and conSIstently monItor and enforce compIIance WIth the poIIcy? If In ScheduleOhow this was done . . . . . . . . . . . . . . . . . . . 12C Yes 13 the organIzatIon have a ertten thstIeblower poIIcythe organIzatIon have a ertten document retentIon and destructIon poIIcythe process for determInIng compensatIon of the followmg persons Include a reVIew and approval by Independent persons, data, and contemporaneous substantIatIon ofthe deIIberatIon and deCISIon7 15b Yes If"Yes" to lIne 15a or 15b, descrIbe the process In Schedule 0 (see InstructIons) 16a the organIzatIon Invest In, contrIbute assets to, or partICIpate In a Jomt venture or arrangement WIth a taxableentItydurIngtheyearIf"Yes," dId the organIzatIon follow a ertten poIIcy or procedure reqUIrIng the organIzatIon to evaluate Its partICIpatIon In Jomt venture arrangements under appIIcable federal tax law, and take steps to safeguard the organIzatIon?s exempt status WIth respect to such arrangements16b Section C. Disclosure 17 LIst the States WIth a copy ofthIs Form 990 Is reqUIred to be ?led? WI 18 Schon 6104 reqUIres an organIzatIon to make Its Form 1023 (or 1024 IfapplIcable), 990, and (501(c) (3)5 only) avaIIable for pubIIc InspectIon IndIcate how you made these avaIlable Check all that apply Own webSIte I?Another's webSIte I7 Upon request Other (explaIn In Schedule 0) 19 DescrIbe In Schedule 0 whether (and If so, how) the organIzatIon made Its governIng documents, coanIct of Interest poIIcy, and fInanCIal statements avaIlable to the pubIIc durIng the tax year 20 State the name, address, and telephone number 0fthe person who possesses the organIzatIon's books and records Carnahan 1310 Courthouse Rd No 700 ArlIngton, VA 22201 (703) 224?3200 Form 990 (2015) Form 990(2015) Page7 Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors Check ifSchedule 0 contains a response or note to any line In this Part VII . . . . . . . Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete this table for all persons reqUIred to be listed Report compensation for the calendar year ending With or Within the organization's tax year a List all of the organization's current officers, directors, trustees (whether or organizations), regardless of amount ofcompensation Enter in columns (D), (E), and (F) if no compensation was paid 0 List all ofthe organization?s current key employees, ifany See instructions for definition of "key employee 0 List the organization's five current highest compensated employees (otherthan an officer, director, trustee or key employee) who received reportable compensation (Box 5 of Form and/or Box 7 ofForm of more than $100,000 from the organization and any related organizations 0 List all ofthe 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 0 List all ofthe organization?s former directors or trustees that received, in the capaCIty as a former director or trustee ofthe organization, more than 10,000 of reportable compensation from the organization and any related organizations List persons in the followmg order indiVidual trustees or directors, institutional trustees, officers, key employees, highest compensated employees, and former such persons Check this box if neitherthe organization nor any related organization compensated any current officer, director, ortrustee (A) (B) (C) (D) (E) (F) Name and Title Average P05ition (do not check Reportable Reportable Estimated hours per more than one box, compensation compensation amount of week (list unless person is both an from the from related other any hours officer and a organization organizations compensation for related director/trustee) 2/1099- (W- 2/1099? from the organizations 0 5. 3. I 'n MISC) MISC) organization below a :3 731":? and related dotted line) .p .173. organizations (1) Koch 2 00 0 0 0 Chairman (2) Nancy Pfotenhauer 2 00 0 0 0 Director 2 00 (3) Dr Richard Fink Part year 2 00 0 0 0 Director 2 00 (4) Debra Gail Humphreys 2 00 0 0 0 Director (5) Cy Nobles 2 00 0 0 Director (6) Dr Walter Williams 2 00 0 0 0 Director (7) Tim Phillips 6 50 50,782 339,851 28,989 PreSIdent 43 50 (8) Luke Hilgemann 33 50 263,837 129,950 28,989 CEO 16 50 Robert Heaton 25 50 147,772 141,977 26,912 CFO 24 50 (10) Teresa Oelke 23 50 121,088 136,546 26,304 VP State Operations 26 50 Christopher Fink 36 00 237,419 92,330 27,781 C00 14 00 Slade Brien 48 50 210,731 6,517 18,389 VP/Grassroots Leadership A 1 50 (13) Victor Bernson 30 00 155,838 103,892 17,168 VP General Counsel 20 00 (14) Dennis Vegas Part year 33 50 145,730 71,777 10,797 CMO 16 50 Form 990 (2015) Form 990 (2015) Page 8 Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (A) (B) (C) (D) (E) (F) Name and Title Average Position (do not check Reportable Reportable Estimated hours per more than one box, compensation compensation amount of week (list unless person is both an from the from related other any hours officer and a organization organizations compensation for related director/trustee) (W- 2/1099- 2/1099- from the organizations 2 5. :5 2" MISC) MISC) organization below :3 and related dotted line) i ?5 firi- organizations 1:11chi; :1 IE T: 1' 2? (15) Brent Gardner 10 00 42,605 170,422 15,208 VP/Government Affairs 40 00 (16) Jennifer Stefano 49 00 182,431 3,723 825 VP-Bridge to Well Being 1 00 (17) Adam Part year 22 00 79,799 101,562 19,818 VP-Strategic Initiatives 28 00 (18) Derrick Sontag 28 00 109,445 85,992 9,823 Senior Regional Director 22 00 (19) Chase Downham 22 50 90,396 110,484 27,204 Regional Director 27 50 (20) Dustin Zvonek 32 50 124,462 67,018 26,660 Regional Director 17 50 (21) Mark Lucas 24 00 91,717 99,360 4,351 Regional Director 26 00 (22) Peter Schalestock 23 00 83,738 98,301 14,487 Deputy General CounCIl 27 00 1b Sub-Total . . . . . . . Total from continuation sheets to Part VII, Section A Total (add lines 1b and 1c) 2,137,790 1,759,702 303,705 2 Total number of IndIVIdualS (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization 13 Yes No 3 Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line la? If "Yes," complete Schedu/leor such ind/Vidual . . . . . . . . . . . . . . 3 N0 4 For any indiVidual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If ?Yes," complete Schedu/leor such 5 Did any person listed on line 1a receive or accrue compensation from any unrelated organization or indiVidual for serVIces rendered to the organizationnf "Yes," complete Schedu/leor such person . . . . . . . . 5 N0 Section B. Independent Contractors 1 Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization Report compensation for the calendar year ending With or Within the organization's tax year (A) (B) (C) Name and busmess address Description of serwces Compensation Qumn Emanuel Urquhart Sullivan LLP Legal Fees 1,888,439 865 Figueroa St 10th Floor Los Angeles, CA 90017 2111 Wilson Inc Rent 1,320,755 2111 Wilson 950 Arlington, VA 22201 Marriott MaquIs Washington DC Lodging 543,272 901 Massachusetts Ave NW Washington, DC 20001 Segale Travel Serwce Travel Serwces 485,904 2321 March Lane Ste A Stockton, CA 95207 Lodging 281,579 Iowa Public Employee's Retirement 1333 North Courthouse Rd Arlington, VA 22201 2 Total number ofindependent contractors (including but not limited to those listed above) who received more than $100,000 ofcompensation from the organization 9 Form 990 (2015) Form 990 (2015) Page 9 Statement of Revenue Check ifSchedule 0 contains a response or note to any line in this Part I7 (A) (B) (C) (D) Total revenue Related or Unrelated Revenue exempt busmess excluded from function revenue tax under revenue sections 512?5 14 1a Federated campaigns . . 1a 9 2! Membership dues . . . . 1b (D Fundraismg events . . . . 1c <12 :35 '5 Related organizations . . . 1d (3 3 Government grants (contributions) 1e All other contributions, gifts, grants, and 1f 20,108,429 1: OJ Similar amounts not included above .5: :2 Noncash contributions included in lines .5 9 1a-1f 2,534,899 '5 Total. Add lines 1a?1f 20,108,429 0 no a? Busmess Code 2a Program Semce Charge 900099 2,005,351 2,005,351 (E Registration Fees 900099 59,328 59,328 51 All other program serVIce revenue 0 I: Total. Add lines 2a?2f 2,064,679 3 Investment income (including diVidends, interest, and otherSImilar amounts) . 4 Income from investment of tax-exempt bond proceeds Royalties . Real (ii) Personal 6a Gross rents Less rental EXPENSES Rental income or(loss) Net rental income or(loss) Securities (ii) Other 7a Gross amount from sales of 2,551,481 assets other than inventory Less cost or other ba5is and 2,531,631 sales expenses Gain or(loss) 19,850 Net gain or(loss) .p 19,850 19,850 '0 8a Gross income from fundraismg 3 events (not including 5 ofcontributions reported on line 1c) a See PartIV,line 18 h. CD a Less direct expenses . . . Net income or (loss) from fundraismg events . . 9a Gross income from gaming actIVIties See Part IV, line 19 a Less direct expenses . . . Netincome or(loss)from gaming . 103 Gross sales ofinventory, less returns and allowances a Less cost ofgoods sold . . Net income or (loss) from sales of inventory . . Miscellaneous Revenue Busmess Code 11a All other revenue Total.Add lines lla?lld 12 Total revenue. See Instructions 22,192,958 2,064,679 0 19,850 Form 990 (2015) Form 990(2015) Page 10 Statement of Functional Expenses Section 501(c)(3) and 501(c)(4) organizations must complete all columns All other organizations must complete column (A) Check if Schedule 0 contains a response or note to any line in this Part IX Do not include amounts reported on lines 6b, (A) Prograglemce Managefgent and 7b! 8b! 9b! and 10b 0f Part Total expenses expenses general expenses expenses 1 Grants and other asSIstance to domestIc organizations and domestIc governments See Part IV, line 21 248,235 248,235 2 Grants and other a55istance to domestIc indIVIduals See Part IV, Me 22 3 Grants and other asSIstance to foreign organizations, foreIgn governments, and foreIgn IndIVIduals See Part IV, lines 1 5 and 16 Bene?ts paid to or for members 5 Compensation ofcurrent officers, directors, trustees, and key employees 1,758,318 829,340 559,379 369,599 6 Compensation not Included above, to disqualified persons (as de?ned under sectIon 4958(f)(1)) and persons descrIbed In sectlon 4958(c)(3)(B) 7 Other salaries and wages 10,206,912 8,765,743 467,769 973,400 8 Pen5ion plan accruals and contributions (include section 401(k) and 403(b) employer contributions) 184,034 161,316 22,718 9 Other employee bene?ts 943,317 840,031 103,286 10 Payroll taxes 1,233,495 840,978 198,875 193,643 11 Fees for serVIces (non?employees) a Management Legal 3,692,492 3,622,148 70,037 307 AccountIng 38,126 38,126 Lobbying Professional fundraismg serVIces See Part IV, line 17 38,408 38,408 Investment management fees 9 Other (If line 1 lg amount exceeds 10% of We 25, column (A) amount, list line 119 expenses on Schedule 0) 873,611 387,178 425,434 60,999 12 AdvertISIng and promotion 458,060 412,485 1,481 44,094 13 Office expenses 1,046,913 871,220 158,894 16,799 14 Information technology 104,911 47,101 57,810 15 Royalties 16 0 CC upa ncy 1,678,843 1,339,863 319,124 19,856 17 Travel 3,150,404 2,960,023 19,971 170,410 18 Payments oftravel or entertainment expenses for any federal, state, or local publIc offICIals 19 Conferences, conventions, and meetings 1,300,224 1,192,816 52,826 54,582 20 Interest 21 Payments to 22 DepreCIation, depletion, and amortization 294,161 183,809 80,256 30,096 23 Insurance 24 Other expenses ItemIze expenses not covered above (List miscellaneous expenses In line 24e If line 24e amount exceeds 10% oflIne 25, column (A) amount, lIst lIne 24e expenses on Schedule 0 a Eqqument leasIng 58,025 33,958 24,057 Taxes, licenses, fees 23,528 23,528 MembershIp Dues 22,360 22,360 List rental 1,075 1,075 All other expenses 459,549 457,253 1,669 627 25 Total functional expenses. Add lInes 1 through 246 27,815,002 23,216,932 2,499,246 2,098,824 26 Joint costs.Complete thIs line only ifthe organization reported In column (B) ]0int costs from a combined educatIonal campaIgn and fundraising solicitation Check here _Iffollowmg SOP 98?2 (ASC 958?720) Form 990 (2015) Form 990 (2015) Balance Sheet Page 11 CheckifScheduleO contains a response or note to any linein this PartX . . (A) (B) Beginning of year End ofyear 1 Cash?non-interest?bearing 3,393,032 1 1,774,190 2 Savmgs and temporary cash Investments 2 3 Pledges and grants receivable, net 1,500,000 3 4 Accounts receivable, net 103 4 4,186 5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees Complete Part II of Schedule 5 6 Loans and other receivables from other disquali?ed persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations ofsection 501(c)(9) voluntary employees? benefICIary organizations (see instructions) Complete Part V) II ofSchedule 6 2 Notes and loans recewable, net 7 Inventories for sale or use 8 Prepaid expenses and deferred charges 425,350 9 380,515 10a Land, and eqUIpment cost or other ba5is Complete Part VI ofSchedule 103 1?094=895 Less accumulated depreCIation 10b 578,946 1,150,279 10c 515,949 11 Investments?publicly traded securities 11 12 Investments?other securities See Part IV, line 1 1 12 13 Investments?program?related See Part IV, line 1 1 13 14 Intangible assets 14 15 Other assets See Part IV, line 1 1 3,861,436 15 4,862,023 16 Total assets.A dd lines 1 through 15 (must equal line 34) 10,330,200 16 7,536,863 17 Accounts payable and accrued expenses 1,159,977 17 3,915,621 18 Grants payable 18 19 Deferred revenue 19 20 Tax?exempt bond liabilities 20 21 Escrow or custodial account liability Complete Part IV ofSchedule 21 Q) 22 Loans and other payables to currentand former officers,directors,trustees, r: key employees, highest compensated employees, and disqualified 5 persons Complete Part II ofSchedule 22 G: :1 23 Secured mortgages and notes payable to unrelated third parties 23 24 Unsecured notes and loans payable to unrelated third parties 24 25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17?24) Complete Part ofSchedule . . . . . . . . . . . 653,697 25 726,760 26 Total liabilities.A dd lines 17 through 25 1,813,674 26 4,642,381 Organizations that follow SFAS 117 (ASC 958), check here '7 and complete :3 lines 27 through 29, and lines 33 and 34. 27 Unrestricted net assets 8,287,450 27 2,659,506 r: CD 28 Temporarily restricted net assets 229,076 28 234,976 29 Permanently restricted net assets 29 Organizations that do not follow SFAS 117 (ASC 958), check here and 5 complete lines 30 through 34. 73 30 Capital stock ortrust prinCIpal,or current funds 30 31 Paid?in or capitalsurplus,0r and,bUI ding or eqUIpment fund 31 32 Retained earnings,endowment,accumu ated income,or otherfunds 32 33 Total net assets or fund balances 8,516,526 33 2,894,482 34 Total liabilities and net assets/fund balances 10,330,200 34 7,536,863 Form 990 (2015) Form 990 (2015) Reconcilliation of Net Assets Page 12 Check IfSchedule contaIns a response or note to any lIne In thIs Part XI . 1 Total revenue (must equal Part column (A), lIne 12) 1 22,192,958 2 Total expenses (must equal Part IX, column (A), Me 25) 2 27,815,002 3 Revenue less expenses Subtract lIne 2 from lIne 1 3 ?5,622,044 4 Net assets or fund balances at begInnIng ofyear (must equal Part X, lIne 33, column 4 8,516,526 5 Net unrealized gaIns (losses) on Investments 5 6 Donated serVIces and use of 6 7 Investment expenses 7 8 PrIor perIod adjustments 8 9 Other changes In net assets orfund balances (explaIn In Schedule 0) 9 10 Net assets or fund balances at end ofyear CombIne lInes 3 through 9 (must equal Part X, Me 33, column 10 2,894,482 Financial Statements and Reporting Check IfSchedule contaIns a response or note to any Me In thIs Part XII I7 Yes No 1 AccountIng method used to prepare the Form 990 I?Cash WAccrual I?Other Ifthe organIzatIon changed Its method ofaccountIng from a prIor year or checked "Other," explaIn In Schedule 0 2a Were the organIzatIon's fInanCIal statements complied or reVIewed by an Independent accountant? 2a No If?Yes,?check a box below to IndIcate whether the fInanCIal statements for the year were compIIed or reVIewed on a separate consolldated or both Separate Consolldated Both consolIdated and separate Were the organIzatIon's fInanCIal statements audIted by an Independent accountant? 2b Yes If?Yes,?check a box below to IndIcate whether the fInanCIal statements for the year were audIted on a separate consolldated or both Separate I7 Consolldated Both consolIdated and separate basIs If"Yes," to Me 2a or 2b, does the organIzatIon have a commIttee that assumes for overSIght ofthe audIt, reVIew, or compIIatIon ofIts fInanCIal statements and selectIon ofan Independent accountant? 2C Yes Ifthe organIzatIon changed eIther Its overSIght process or selectIon process durIng the tax year, explaIn In Schedule 0 3a As a result ofa federal award, was the organIzatIon reqUIred to undergo an audIt or audIts as set forth In the SIngle AudItActand OMB CIrcularA-133? 3a N0 If"Yes," dId the organIzatIon undergo the reqUIred audIt or audIts? Ifthe organIzatIon dId not undergo the reqUIred audIt or audIts, explaIn why In Schedule 0 and descrIbe any steps taken to undergo such audIts 3b Form 990 (2015) Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493320014926] OMB No 1545?0047 SCHEDULE A Public Charity Status and Public Support (Form 990 0r Complete if the organization is a section 501(c)(3) organization or a section 2 1 5 990EZ) 4947(a)(1) nonexempt charitable trust. I Attach to Form 990 or Form 990-EZ. 0 en to Public Information about Schedule A (Form 990 or 990-EZ) and its instructions is at . Department of the . Inspection Treasury Internal Revenue Serwce Name of the organization Employer identification number Americans for Prosperity Foundation 52-1527294 Reason for Public Charity Status (All organizations must complete this part.) See instructions. The organization IS not a private foundation because it is (For lines 1 through 11, check only one box) 1 A church, convention ofchurches, or aSSOCIation ofchurches described in section 2 A school described in section Schedule (Form 990 or 3 A hospital or a cooperative hospital serVIce organization described in section 4 A medical research organization operated in conjunction With a hospital described in section Enterthe hospital's name, City, and state 5 An organization operated for the benefit ofa college or univerSIty owned or operated by a governmental unit described in section (Complete Part II 6 A federal, state, or local government or governmental unit described in section 7 '7 An organization that normally receives a substantial part ofits support from a governmental unit or from the general public described in section (Complete Part II 8 A community trust described in section 170(b)(1)(A)(vi) (Complete Part II) 9 An organization that normally receives (1) more than 331/30/0 of its support from contributions, membership fees, and gross reCEIpts from actiwties related to its exempt functions?subject to certain exceptions, and (2) no more than 331/3% ofits support from gross investment income and unrelated business taxable income (less section 511 tax) from busmesses achIred by the organization after June 30,1975 Seesection 509(a)(2). (Complete Part 10 An organization organized and operated excluswely to test for public safety See section 509(a)(4). 11 An organization organized and operated excluswely for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2) See section 509(a)(3). Check the box in lines 11a through 1 1d that describes the type ofsupporting organization and complete lines 1 1e, 11f, and 1 lg a Type I. A supporting organization operated, superVIsed, or controlled by its supported organization(s), typically by giVing the supported organization(s) the powerto regularly appomt or elect a majority of the directors or trustees ofthe supporting organization You must complete Part IV, Sections A and B. Type II. A supporting organization superVIsed or controlled in connection With its supported organization(s), by havmg control or management ofthe supporting organization vested in the same persons that control or manage the supported organization(s) You must complete Part IV, Sections A and C. Type functionally integrated. A supporting organization operated in connection With, and functionally integrated With, its supported organization(s) (see instructions) You must complete Part IV, Sections A, D, and E. Type non-functionally integrated.A supporting organization operated in connection With its supported organization(s) that is not functionally integrated The organization generally must satisfy a distribution reqUIrement and an attentiveness reqUIrement (see instructions) You must complete Part IV, Sections A and D, and Part V. Check this box ifthe organization received a written determination from the IRS that it is a Type I, Type II, Type functionally integrated, or Type non?functionally integrated supporting organization Enterthe number ofsupported organizations . . . . . . . . . . . Prowde the followmg information about the supported organization(s) (iv) (vi) Name ofsupported organization Type of Is the organization Amount of Amount of other organization listed in your governing monetary support support (see (described on lines document? (see instructions) instructions) 1? 9 above (see instructions)) Yes No Total For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ. Cat N0 11235F Schedule A (Form 990 or 990-EZ) 2015 Schedule A (Form 990 or 2015 Page 2 Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part If the organization fails to qualify under the tests listed below, please complete Part Section A. Public Support Calendar year (or fiscal year beginning in) 1 6 Gifts, grants, contributions, and membership fees received (Do not include any unusual grants) Tax revenues leVIed for the organization's benefit and either paid to or expended on its behalf The value ofserVIces or faCIlities furnished by a governmental unit to the organization Without charge Total. Add lines 1 through 3 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% ofthe amount shown on line 11, column Public support. Subtract line 5 from line 4 (a)2011 (b)2012 (c)2013 (d)2014 (e)2015 (f)Tota 24,846,639 22,234,000 12,976,019 21,461,641 20,108,429 101,626,728 24,846,639 22,234,000 12,976,019 21,461,641 20,108,429 101,626,728 25,890,200 75,736,528 Section B. Total Support Calendar year (or fiscal year beginning inSection C. Computation of Public Support Percentage Amounts from line 4 Gross income from interest, diVidends, payments received on securities loans, rents, royalties and income from Similar sources Net income from unrelated busmess actIVIties, whether or not the busmess is regularly carried on Other income Do not include gain or loss from the sale of capital assets (Explain in Part VI Total support.Add lines 7 through 10 (a)2011 (b)2012 (c)2013 (d)2014 (e)2015 (f )Total 24,846,639 22,234,000 12,976,019 21,461,641 20,108,429 101,626,728 45,704 6,199 2,232 1,417 55,552 2,696 2,696 101,684,976 Gross receipts from related actIVIties, etc (see instructions) 12 4,655,702 First five years.1fthe Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and Stop here . . . . 14 15 16a 17a 18 Public support percentage for 2015 (line 6, column lelded by line 1 1, column Public support percentage for 2014 Schedule A, Part II, line 113% support test?2015.Ifthe organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box and Stop here.The organization qualifies as a publicly supported organization 33 113% support test?2014.1fthe organization did not check a box on line 13 or 16a, and line 15 is 331/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization 10%-facts-and-circumstances test?2015.Ifthe organization did not check a box on line 13, 16a, or 16b, and line 14 IS 10% or more, and ifthe organization meets the facts?and-CIrcumstances test, check this box and stop here. Explain in Part VI how the organization meets the "facts-and-CIrcumstances? test The organization qualifies as a publicly supported organization 10%-facts-and-circumstances test?2014.Ifthe organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 IS 10% or more, and ifthe organization meets the "facts-and?CIrcumstances" test, check this box and stop here. Explain in Part VI how the organization meets the "facts?and?CIrcumstances" test The organization qualifies as a publicly supported organization Private foundation.Ifthe organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see Schedule A (Form 990 or 990-EZ) 2015 ScheduleA (Form 990 or990-EZ)2015 Page3 Support Schedule for Organizations Described in Section 509(a)(2) (Complete only If you checked the box on IIne 9 of Part I or If the organIzatIon faIIecl to quaIIfy under Part II. If the organIzatIon falls to quaIIfy under the tests IIsted below, please complete Part II.) Section A. Public Support Calendar year (or fiscal year beginning in) 1 GIfts, grants, contrIbutIons, and membershIp fees recered (Do not Include any "unusual grants 2 Gross receIpts from merchandlse sold or serVIces performed, or furnIshed In any actIVIty that Is related to the organIzatIon's tax-exempt purpose 3 Gross receIpts from actIVItIes that are not an unrelated trade or busmess under sectIon 513 4 Tax revenues leVIed for the organIzatIon's bene?t and eIther paId to or expended on Its behalf 5 The value ofserVIces furnIshed by a governmental unIt to the organIzatIon WIthout charge 6 Total. Add ?ms 1 through 5 7a Amounts Included on IInes 1, 2, and 3 recered from persons Amounts Included on IInes 2 and 3 recered from other than persons that exceed the greater 0f$5,000 or 1% of the amount on IIne 13 for the year Add IInes 7a and 7b 3 Public support. (Subtract lIne 7c from IIne 6 Section B. Total Support Calendar year (or fiscal year beginning in) 9 Amounts from IIne 6 103 Gross Income from Interest, dIVIdends, payments recewed on securItIes loans, rents, royaltIes and Income from SImIlar sources Unrelated busIness taxable Income (less sectIon 511 taxes) from busmesses achIred after June 30,1975 Add IInes 10a and 10b 11 Net Income from unrelated busmess actIVItIes not Included In IIne 10b, whether or not the busmess Is regularly carrIed on 12 Other Income Do not Include gaIn or loss from the sale of capItal assets (ExplaIn In Part VI 13 Total support. (Add IInes 9,10c, 11, and 12 14 First five years.Ifthe Form 990 Is forthe organIzatlon's ?rst, second, thIrd, fourth, or ?fth tax year as a sectIon 501(c)(3) organIzatIon, check thIs box and stop here Section C. Computation of Public Support Percentage 15 PubIIc support percentage for 2015 (IIne 8, column dIVIded by IIne 13, column 15 (a)2011 (b)2012 (c)2013 (d)2014 (e)2015 (f)Total (a)2011 (b)2012 (c)2013 (d)2014 (e)2015 (f)Tota 16 PublIc support percentage from 2014 Schedule A, Part IIne 15 15 Section D. Computation of Investment Income Percentage 17 Investment Income percentage for 2015 (IIne 10c, column lelded by IIne 13, column 17 18 Investment Income percentage from 2014 Schedule A, Part IIne 17 13 19a 33 1/3?/o support tests?2015.1fthe organIzatIon dId not check the box on IIne 14, and lIne 15 Is more than 33 and IIne 17 Is not more than 33 check thIs box and stop here. The organIzatIon qualIers as a pubIIcly supported organlzatIon 33 1/3?/o support tests?2014.1fthe organIzatIon dId not check a box on IIne 14 or IIne 19a, and IIne 16 IS more than 33 1/3% and IIne 18 Is not more than 33 check thIs box and stop here.The organIzatIon as a pubIIcly supported organIzatIon 2? Private foundation.Ifthe organIzatlon dId not check a box on lIne 14, 19a, or 19b, check thIs box and see InstructIons Schedule A (Form 990 or 990-EZ) 2015 ScheduleA (Form 990 or990?EZ)2015 Page4 Supporting Organizations (Complete only ifyou checked a box on line 1 1 of PartI If you checked 11a of Part I, complete Sections A and Ifyou checked 1 lb of Part I, complete Sections A and Ifyou checked 1 1c ofPart I, complete Sections A, D, and Ifyou checked 1 1d of Part I, complete Sections A and D, and complete Part V) Section A. All Supporting Organizations Yes No 1 Are all of the organization?s supported organizations listed by name In the organization?s governing documents? If "No, describe in Part VI how the supported organizations are desrgnated If desrgnated by class or purpose, describe the de5ignati0n If historic and continumg relationship, explain 1 2 Did the organization have any supported organization that does not have an IRS determination ofstatus under section 509(a)(1) or If "Yes," explain in Part VI how the organization deteimined that the supported Oiganization was described in section 2 509(a)(1) 0i (2) 3a Did the organization have a supported organization described In section 501(c)(4), (5), or If "Yes," answer and below 3a Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination 3b Did the organization ensure that all support to such organizations was used excluswely for section 170(c)(2)(B) purposes? 3?3 If "Yes," explain in Part VI what controls the organization put in place to ensure such use 4a Was any supported organization not organized in the United States (?foreign supported organization")? If ?Yes and if you checked 11a or 11b in Part I, answer and below 4a Did the organization have ultimate control and discretion in deCIding whether to make grants to the foreign supported organization? If "Yes,?describe in Part VI how the Giganization had such control and dis Cietion despite being controlled or superwsed 4b by or in connection its suppOited organizations Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3)and509(a)(1)or(2)? 4 If "Yes,? explain in Part VI what controls the organization us ed to ensure that all support to the foreign supported organization was used excluswely for section 170(c)(2)(B) purposes 5a Did the organization add, substitute, or remove any supported organizations during the tax year? If "Yes,? ans wer and below (if applicable) Also, prowde detail in Part VI, including the names and EIN numbers of the suppoited organizations added, substituted, or removed, (ii) the reasons for each such action, the authority under the organization's organizmg document authorizmg such action, and (iv) how the action was accomplished (such as by amendment to the organizmg document) 53 Type I or Type II only. Was any added or substituted supported organization part ofa class already de5ignated in the organization?s organizmg document? 5b Substitutions only. Was the substitution the result of an event beyond the organization?s control? 5c 6 Did the organization prowde support (whether in the form of grants or the ofserVIces orfaCIlities) to anyone other than its supported organizations, indiViduals that are part ofthe charitable class benefited by one or more of its supported organizations, or other supporting organizations that also support or benefit one or more ofthe filing organization?s supported organizations? If "Yes,?prowde detail in Part VI. 5 7 Did the organization prowde a grant, loan, compensation, or other Similar payment to a substantial contributor (defined in IRC a family member ofa substantial contributor, or a 35?percent controlled entity With regard to a substantial contributor? If "Yes,? complete Part1r of Schedule (Form 990) 7 8 Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If "Yes,? complete Part II of Schedule (Form 990) 3 9a Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (otherthan foundation managers and organizations described in section 509 or If "Yes,?prowde detail in Part VI. 93 Did one or more disqualified persons (as defined in line hold a controlling interest in any entity in which the supporting organization had an interest? If "Yes,?piowde detail in Part VI. 9b Did a disqualified person (as defined in line have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If "Yes,?piowde detailin Part VI. 9c 10a Was the organization subject to the excess busmess holdings rules 4943 because 4943(f) (regarding certain Type II supporting organizations, and all Type non?functionally integrated supporting organizations)? If "Yes,? ans wei below 103 Did the organization have any excess busmess holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess buSiness holdings) 10b 11 Has the organization accepted a gift or contribution from any of the followmg persons? a A person who directly or indirectly controls, either alone or together With persons described in and below, the governing body ofa supported organization? 11a A family member ofa person described in above? 11b A 35% controlled entity ofa person described in or above?If "Yes?to a, b, or c, provrde detail in Part VI 11c Schedule A (Form 990 or 990-EZ) 2015 ScheduleA (Form 990 or990-EZ)2015 Page5 Supporting Organizations (continued) Section B. Type I Supporting Organizations Yes No 1 Did the directors, trustees, or membership ofone or more supported organizations have the powerto regularly app0int or elect at least a majority ofthe organization's directors or trustees at all times during the tax year? If "No,?describe in Part VI how the supported organization(s) effectively operated, supervrsed, or controlled the organization?s If the organization had more than one supported organization, des cribe how the powers to appornt and/or remove directors or trustees were allocated among the supported organizations and what conditions or res trictions, if any, applied to such powers during the tax year 1 2 Did the organization operate for the benefit ofany supported organization other than the supported organization(s) that operated, superVIsed, or controlled the supporting organization? If "Yes,?explain in Part VI how provrding such benefit carried out the purposes of the supported organization(s) that operated, supervrs ed or controlled the supporting organization 2 Section C. Type II Supporting Organizations Yes No 1 Were a majority of the organization's directors or trustees during the tax year also a majority ofthe directors or trustees ofeach of the organization?s supported organization(s)? If "No,?describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s) 1 Section D. All Type Supporting Organizations Yes No 1 Did the organization prowde to each ofits supported organizations, by the last day ofthe fifth month ofthe organization?s tax year, (1) a written notice describing the type and amount ofsupport prowded during the prior tax year, (2) a copy ofthe Form 990 that was most recently filed as ofthe date of notification, and (3) copies of the organization's governing documents in effect on the date of notification, to the extent not preVIously prowded? 1 2 Were any ofthe organization's officers, directors, or trustees either appomted 0r elected by the supported organization(s) or (ii) servmg on the governing body ofa supported organization? If explain in Part VI how the organization maintained a close and continuous working relationship With the 2 supported organizati0n(s) 3 By reason ofthe relationship described in (2), did the organization?s supported organizations have a Significant mice in the organization's investment and in directing the use of the organization?s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization?s supported organizations played in this regard 3 Section E. Type Functionally-Integrated Supporting Organizations 1 Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions) a The organization satisfied the ActIVIties Test Complete line 2 below The organization is the parent of each of its supported organizations Complete line 3 below The organization supported a governmental entity Describe in Part VI how you supported a government entity (see instructions) 2 ActIVItIes Test Answer and below. Yes N0 a Did substantially all ofthe organization?s actiwties during the tax year directly further the exempt purposes of the supported organizati0n(s) to which the organization was responswe? If "Yes," then in Part VI identify those supported organizations and explain how these directly furthered their exempt purposes, how the organization was responsrve to those supported organizations, and how the organization determined that these cons tituted subs tantially all of its 23 Did the actIVIties described in constitute actIVIties that, but for the organization's involvement, one or more of the organization?s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization?s posrtion that its supported organization(s) would have engaged in these but for the organization?s involvement 2b 3 Parent ofSupported rganizations Answer and below. a Did the organization have the power to regularly app0int or elect a majority ofthe officers, directors, ortrustees of each ofthe supported organizations? Provrde details in Part VI 3a Did the organization exerCIse a substantial degree ofdirection overthe polimes, programs and actiwties ofeach of its supported organizations? If ?Yes,? describe in Part VI the role played by the organization in this regard 3b Schedule A (Form 990 or 990-EZ) 2015 ScheduleA (Form 990 or990-EZ)2015 Page6 Type Non-Functionally Integrated 509(a)(3) Supporting Organizations 1 Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov 20, 1970 See instructions. All other Type non?functionally integrated supporting organizations must complete Sections A through (B) Current Year Section A - Adjusted Net Income (A) Pr'orYear (opuonal) Net short?term capital gain Recoveries of prior-year distributions Other gross income (see instructions) Add lines 1 through 3 DepreCIation and depletion Portion ofoperating expenses paid or incurred for production or collection of 6 gross income or for management, conservation, or maintenance of property held for production of income (see instructions) at 7 Other expenses (see instructions) 8 Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) (B) Current Year Section - Minimum Asset Amount (A) Pr'orYear (optmnal) Aggregate fair market value ofall non-exempt-use assets (see instructions for short tax year or assets held for part of year) 1 Average value of securities 1a Average cash balances 1b Fair market value of other non?exempt?use assets 1c Total (addlines 1a,1b,and 1c) 1d Discount claimed for blockage or other factors (explain in detail in Part VI) AchISItion indebtedness applicable to non?exempt use assets 2 Subtract line 2 from line 1d Cash deemed held for exempt use Enter 1?1/2% ofline 3 (for greater amount, see instructions) Net value of non?exempt?use assets (subtract line 4 from line 3) Multiply line 5 by 035 Recoveries of prior?year distributions @Hmmh Minimum Asset Amount (add line 7 to line 6) Section - Distributable Amount CurrentYear Adjusted net income for prior year (from Section A, line 8, Column A) Enter 85% ofline 1 Minimum asset amount for prior year (from Section B, line 8, Column A) Enter greater of line 2 or line 3 Income tax imposed in prior year Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) 6 NI Check here if the current year is the organization's first as a non?functionally?integrated Type supporting organization (see instructions) Schedule A (Form 990 or 990-EZ) 2015 Schedule A (Form 990 or 2015 Page 7 Type Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued) Section - Distributions 1 Amounts paid to supported organizations to accomplish exempt purposes 2 Amounts paid to perform actIVIty that directly furthers exempt purposes of supported organizations, in excess ofincome from actIVIty 3 Administrative expenses paid to accomplish exempt purposes ofsupported organizations Current Year 4 Amounts paid to achIre exempt?use assets 5 Qualified set?aSIde amounts (priorIRS approval reqUIred) 6 Other distributions (describe in Part VI) See instructions 7 Total annual distributions. Add lines 1 through 6 8 Distributions to attentive supported organizations to which the organization is respon5ive (prowde details in Part VI) See instructions 9 Distributable amount for 2015 from Section C, line 6 10 Line 8 amount diVided by Line 9 amount Section - Distribution Allocations (see instructions) 0) Excess Distributions (ii) Underdist ributions Distributable Pre-2015 Amount for 2015 1 Distributable amount for 2015 from Section C, line 6 2 Underdistributions, if any, for years prior to 2015 (reasonable cause reqUIred-?see instructions) 3 Excess distributions carryover, ifany, to 2015 From 2013. From 2014. Total of lines 3a through 9 Applied to underdistributions of prior years Applied to 2015 distributable amount i Carryoverfrom 2010 not applied (see instructions) Remainder Subtract lines 39, 3h, and 3i from 3f 4 Distributions for 2015 from Section D, line 7 a Applied to underdistributions ofprior years Applied to 2015 distributable amount Remainder Subtract lines 4a and 4b from 4 5 Remaining underdistributions for years priorto 2015, ifany Subtract lines 39 and 4a from line 2 (ifamount greater than zero, see instructions) 6 Remaining underdistributions for 2015 Subtract lines 3h and 4b from line 1 (ifamount greater than zero, see instructions) 7 Excess distributions carryover to 2016. A dd lines 3] and 4c 8 Breakdown ofline 7 Excess from 2013. D. From 2014. From 2015. Schedule A (Form 990 or 990-EZ) (2 0 1 5) Schedule A (Form 990 or 990-EZ) 2015 Page 8 Supplemental Information. Provnde the explanations reqwred by Part II, We 10; Part II, line 17a or 17b; Part line 12; Part IV, Section A, lines 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, B, lines 1 and 2; Part IV, Section C, We 1; Part IV, Section D, lines 2 and 3; Part IV, E, IInes 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, llne 1e; Part Section D, lines 5, 6, and 8; and Part V, Section E, Ilnes 2,5, and 6. Also complete part for any additional Information. (See Facts And Circumstances Test Return Reference Explanation Schedule A, Part II, LIne 10, Explanation ofOther Income Otherlncome - 2011 Amount $2,696 Schedule A (Form 990 or 990-EZ) 2015 Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493320014926I SCHEDULE Political Campaign and Lobbying Activities (Form 990 or For Organizations Exempt From Income Tax Under section 501(c) and section 527 2 1 5 990' EZ) PComplete if the organization is described below. PAttach to Form 990 or Form 990-EZ. PInformation about Schedule (Form 990 or 990-EZ) and its instructions is at Open to Public Department ofthe [form990. Inspection Treasury Internal Revenue SerVIce If the organization answered "Yes" on Form 990, Part IV, Line 3, or Form 99042, Part V, line 46 (Political Campaign Activities), then a Section 501(c)(3) organizations Complete Parts I-A and Do not complete Part I-C 0 Section 501(c) (other than section 501(c)(3)) organizations Complete Parts I-A and below Do not complete Part I-B a Section 527 organizations Complete Part I-A only If the organization answered "Yes" on Form 990, Part IV, Line 4, or Form 99042, Part VI, line 47 (Lobbying ActIVIties), then 0 Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part Do not complete Part 0 Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)) Complete Part Do not complete Part II-A If the organization answered "Yes" on Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 99042, Part V, line 35c (Proxy Tax) (see separate instructions), then 0 Section 501(c)(4), (5), or (6) organizations Complete Part Name of the organization Americans for Prosperity Foundation Employer identification number 52-1527294 Complete if the organization is exempt under section 501(c) or is a section 527 organization. 1 Prowde a description of the organization?s direct and indirect political campaign actIVIties in Part IV 2 Political expenditures 3 Volunteer hours Complete if the organization is exempt under section 501(c)(3). 1 Enter the amount ofany exuse tax incurred by the organization under section 4955 2 Enter the amount ofany eXCIse tax incurred by organization managers under section 4955 3 Ifthe organization incurred a section 4955 tax, did it file Form 4720 forthis year? Yes No 4a Was a correction made? Yes No If"Yes," describe in Part IV Complete if the organization is exempt under section 501(c), except section 501(c)(3). Enter the amount directly expended by the filing organization for section 527 exempt function actIVIties 2 Enter the amount ofthe filing organization's funds contributed to other organizations for section 527 exempt function actIVIties 3 Total exempt function expenditures Add lines 1 and 2 Enter here and on Form 1 L, line 17b 4 Did the filing organization fiIeForm 1120-POL for this year? Yes No Enter the names, addresses and employer identification number (EIN) ofall section 527 political organizations to which the filing organization made payments For each organization listed, enter the amount paid from the filing organization?s funds Also enterthe amount of political contributions received that were and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC) Ifadditional space is needed, prowde information in Part IV Name Address Amount paid from filing organization?s funds If none, enter Amount of political contributions received and and directly delivered to a separate political organization Ifnone, enter 6 For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ. Cat No 500845 Schedule (Form 990 or 990-EZ) 2015 ScheduleC (Form 990 or990?EZ)2015 Page2 Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)). A Check If the fIlIng organization belongs to an affiliated group (and IIst In Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures) Check Ifthe fIlIng organization checked box A and "lImIted control" prOVIsIons apply . . . . Filing Af?liated OP Lot?by'ng organization's group totals (The term expenditures means amounts paid or Incurred.) totals 1a Total lobbying expenditures to In?uence public opinion (grass roots 0 lobbying) Total lobbyIng expenditures to In?uence a legislative body (dIrect lobbying) 0 Total lobbyIng expenditures (add lInes 1a and 1b) 0 Other exempt purpose expenditures 27,361,899 Total exempt purpose expendltures (add lines 1c and 1d) 27,361,899 LobbyIng nontaxable amount Enter the amount from the followmg table In both columns 1:000:000 If the amount on line 1e, column or is: The lobbying nontaxable amount is: Not over $500,000 20% of the amount on lIne 1e Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000 Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000 Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000 Over $17,000,000 $1,000,000 9 Grassroots nontaxable amount (enter 25% ofline 1f) 250,000 Subtract line lg from lIne 1a Ifzero or less, enter 0 i Subtract line 1ffrom line 1c If zero or less, enter 0 Ifthere is an amount other than zero on eIther line 1h or line 1i, did the organization ?le Form 4720 reportIng section 49 1 1 tax for thIs year? No 4-Year Averaging Period Under section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the separate instructions for lines 2a through 2f.) Lobbying Expenditures During 4-Year Averaging Period calendaryear (??scal year (a)2012 (b)2013 (c)2014 (d)2015 Total begInnIng In) 2a Lobbying nontaxable amount 1,000,000 1,000,000 2,000,000 Lobbying amount 3,000,000 (150% of line 2a, column(e)) Total lobbyIng expenditures Grassroots nontaxable amount 250.000 250,000 250,000 750,000 Grassroots ceiling amount 1 125 000 (150% ofline Grassroots lobbying expendltures Schedule (Form 990 or 990-EZ) 2015 ScheduleC (Form 990 or990-EZ)2015 Page3 Part II-B Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)). a For each "Yes response on [Ines 1a through lI below, prowde In Part detailed des cuptron of the actIVIty No Amount 1 During the year, dId the fIlIng organIzation attempt to Influence foreIgn, national, state or local legislation, Including any attempt to Influence public opInIon on a legIslatIve matter or referendum, through the use of a Volunteers? PaId staff or management (Include compensation In expenses reported on lInes 1c through 1i)? Media advertIsements? Mallings to members, legIslators, or the publIc? PublIcatIons, or published or broadcast statements? Grants to other organIzatIons for lobbyIng purposes? 9 DIrect contact WIth legIslators, theIr staffs, government offICIals, or a legislatIve body? Rallies, demonstratIons, seminars, conventIons, speeches, lectures, or any Similar means? i Other actIVItIes? Total Add lInes 1c through 1i 2a the actIVItIes In line 1 cause the organizatIon to be not descrIbed In sectIon 501(c)(3)? If"Yes," enter the amount of any tax Incurred under sectIon 4912 If"Yes," enter the amount ofany tax Incurred by organIzatIon managers under schon 4912 Ifthe fIlIng organization Incurred a section 4912 tax, dId It ?le Form 4720 forthIs year? Yes Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6). 1 Were substantIally all (90% or more) dues received nondeducthle by members? 2 the organIzatIon make only In?house lobbyIng expenditures of$2,000 or less? 3 the organIzation agree to carry over lobbying and polItIcal expenditures from the prIor year? Yes No 1 2 3 Part Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either BOTH Part lines 1 and 2, are answered "No" OR Part line 3, is answered ?Yes." 1 Dues, assessments and amounts from members 2 Schon 162(e) nondeducthle lobbying and polItIcal expendItures (do not include amounts of political expenses for which the section 527(f) tax was paid). a Current year Carryoverfrom last year Total 3 Aggregate amount reported In sectIon 6033(e)(1)(A) notices of nondeducthle sectIon 162(e) dues 4 Ifnotices were sent and the amount on lIne 2c exceeds the amount on lIne 3, what portIon ofthe excess does the organIzatIon agree to carryover to the reasonable estimate of nondeducthle lobbying and po ItIca expenditure next year? Taxable amount oflobbyIng and politIcal expendItures (see Instructions) 1 2a 2b 2c Supplemental Information Prowde the descrIptIons reqUIred for Part l?A, line 1, Part l?B, lIne 4, Part l?C, lIne 5, Part (affiliated group Ist), Part lines 1 and 2 (see Instructions), and Part lIne 1 Also, complete thIs part for any addItIonal InformatIon Return Reference ExplanatIon Form 990, Schedule expenditures during the tax year ended 12/31/1 5 The organIzation has an electIon under section 501(h) In effect, however It dId not have any lobbying Schedule (Form 990 or 990EZ) 2015 Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493320014926I SCHEDULE . . OMB No 1545-0047 Supplemental FInanCIal Statements (Form 990) Complete if the organization answered "Yes," on Form 990, 2 1 5 Part IV, line 6, 7, B, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b. Department of the Attach to Form 990. Open to Public Treasury Information about Schedule (Form 990) and its instructions is at Inspection Internal Revenue SerVIce Name of the organization Employer identification number AmerIcans for Prospenty Foundation 52-1527294 Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete If the organIzatIon answered ?Yes" on Form 990, Part IV, Me 6. a Donor adVIsed funds Funds and other accounts Total number at end of year Aggregate value ofcontrIbutIons to (durIng year) Aggregate value ofgrants from (durIng year) Aggregate value at end ofyear the organIzatIon Inform all donors and donor adVIsors In ertIng that the assets held In donor adVIsed funds are the organIzatIon's property, subject to the organIzatIon's excluswe legal control? Yes No the organIzatIon Inform all grantees, donors, and donor adVIsors In ertIng that grant funds can be used only for charItable purposes and not for the bene?t of the donor or donor adVIsor, or for any other purpose conferrIng ImpermISSIble prIvate bene?t? I?Yes No Conservation Easements. Complete If the organIzatIon answered "Yes" on Form 990, Part IV, lIne 7. 1 Purpose(s) of conservatlon easements held by the organlzatIon (check all that apply) PreservatIon ofland for pubIIc use (e recreatIon or educatIon) Preservatlon ofan hIstorIcally Important land area ProtectIon of natural habItat Preservatlon ofa certIerd hIstorIc structure PreservatIon ofopen space Complete IInes 2a through 2d Ifthe organlzatIon held a qualIerd conservatlon contrIbutIon In the form ofa conservatlon easement on the last day of the tax year Held at the End of the Year Total number ofconservatlon easements 2a Total acreage restrIcted by conservatIon easements 2b Number ofconservatlon easements on a certIerd hIstorIc structure Included In 2c Number ofconservatlon easements Included In achIred after 8/17/06, and not on a hIstorIc structure Isted In the NatIonal RegIster 2d umber ofconservatlon easements modIerd, transferred, released, or termInated by the organIzatIon durIng the tax year Number ofstates where property subject to conservatlon easement Is located Does the organIzatIon have a ertten poIIcy regardIng the perIodIc monItorIng, InspectIon, handlIng of VIolatIons, and enforcement ofthe conservatIon easements It holds? Yes No Staffand volunteer hours devoted to monItorIng, handIIng ofVIolatIons, and enforcmg conservatlon easements durIng the year Amount of expenses Incurred In monItorIng, ofVIolatIons, and enforCIng conservatlon easements durIng the year Does each conservatlon easement reported on We 2(d) above satIsfy the reqUIrements ofsectIon 170(h)(4) (B)(I)and sectIon I?Yes In Part descrIbe how the organlzatIon reports conservatlon easements In Its revenue and expense statement, and balance sheet, and Include, IfappIIcable, the text ofthe footnote to the organlzatIon's fInanCIal statements that the organIzatIon?s for conservatIon easements Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets. Complete If the organIzatIon answered ?Yes" on Form 990, Part IV, lIne 8. 1a Ifthe organlzatlon elected, as permItted under SFAS 1 16 (ASC 958), not to report In Its revenue statement and balance sheet works of art, hIstorIcal treasures, or other assets held for pubIIc ethbItIon, educatlon, or research In furtherance of publIc serVIce, prowde, In Part the text ofthe footnote to Its fInanCIal statements that descrIbes these Items Ifthe organlzatlon elected, as permItted under SFAS 1 16 (ASC 958), to report In Its revenue statement and balance sheet works of art, hIstorIcal treasures, or other assets held for pubIIc ethbItIon, educatlon, or research In furtherance of publIc serVIce, prOVIde the followmg amounts relatIng to these Items Revenue Included on Form 990, Part lIne 1 (ii)Assets IncludedIn Form 990,PartX 2 Ifthe organlzatlon recered or held works ofart, hIstorIcal treasures, or otherSImIIar assets forfInanCIal gaIn, prOVIde the followmg amounts reqUIred to be reported under SFAS 1 16 (A SC 958) relatIng to these Items a RevenueIncluded on Form '3 Assets Included In Form 990,PartX For Paperwork Reduction Act Notice, see the Instructions for Form 990. at 5 2 2 83 Schedule (Form 990) 2015 ScheduleD (Form 990)2015 Page2 Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (contmued) 3 the organIzatIon?s achISItIon, acceSSIon, and other records, check any ofthe followmg that are a 5IgnIfIcant use of Its collectIon Items (check all that apply) a PublIc ethbItIon Loan or exchange programs Scholarly research Other PreservatIon forfuture generatIons 4 a descrIptlon 0f the organIzatIon?s collectIons and explaIn how they furtherthe organIzatIon's exempt purpose In Part 5 DurIng the year, dId the organIzatIon so ICIt or recere donatlons ofart, hIstorIcal treasures or other assets to be sold to raIse funds rather than to be maIntaIned as part ofthe organIzatIon?s collectIon? Yes No Escrow and Custodial Arrangements. Complete If the organIzatIon answered ?Yes" on Form 990, Part IV, ?me 9, or reported an amount on Form 990, Part X, Ine 21. 1a Is the organIzatIon an agent, trustee, custodIan or other IntermedIary for contrIbutIons or other assets not Included on Form 990,Part X7 I?Yes If "Yes," explaIn the arrangement In Part and complete the followmg table Amount BegInnIng balance 1c AddItIons durIng the year 1d DIstrIbutIons durIng the year 1e EndIng balance 1f 2a the organIzatIon Include an amount on Form 990, Part X, lIne 21, for escrow orcustodlal account Yes No If"Yes," explaIn the arrangement In Part Check here Ifthe explanatlon has been prOVIded In Part . . . . . . . . Endowment Funds. Complete If the organIzatIon answered ?Yes" to Form 990, Part IV, IIne 10. (a)Current year (b)PrIor year (c)Two years back (d)Three years back (e)Four years back 1a BegInnIng ofyear balance ontrIbutIons Net Investment earnIngs, gaIns, and losses Grants or scholarshIps Other expendItures for and programs AdmInIstratIve expenses 9 End ofyear balance 2 the estImated percentage ofthe current year end balance (IIne lg, column held as Board deSIgnated or quasI?endowment Permanent endowment TemporarIIy restrIcted endowment The percentages on lInes 2a, 2b, and 2c should equal 100% 3a Are there endowment funds not In the posseSSIon ofthe organIzatIon that are held and admInIstered forthe organIzatIon by Yes No (i)unre atedorganIzatIons . . . . . . . . . . . . . . . . . 3a(i) 3a(ii) (ii)re atedorganlzatlons . . . . . . . . . . . . . . . . . . . . . . . 3b 4 DescrIbe In Part the Intended uses ofthe organIzatIon's endowment funds Land, Buildings, and Equipment. Complete If the organIzatIon answered 'Yes' to Form 990, Part IV, IIne lla.See Form 990, Part X, IIne 10. DescrIptIon of property Accumulated (d)Book value Cost or other Cost or other baSIs (c)depreCIatIon (Investment) (other) 1a Land BUIldIngs Leasehold Improvements . . . . . . . . . . . 82,246 42,870 39,376 EqUIpment . . . . . . . . . . . . . . . 145,563 67,689 77,874 Other . . . . . . . . . . . . . . . . . 867,086 468,387 398,699 Total. Add IInes la through 1e (Column must equal Form 990, Part X, column (B), Ime 10(c515,949 Schedule (Form 990) 2015 ScheduleD (Form 990)2015 Page3 Investments?Other Securities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11b. See Form 990, Part X, line 12. Description of security or category (b)Book value (c)Method of valuation (including name of security) Cost or end-of-year market value (1)FinanCIal derivatives (2)Closely?held eqUIty interests (3)0ther Total. (Column must equal Form 990, Part X, col (B) line 12) Investments?Program Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line llc-See Form 990 Part line 13_ Description ofinvestment Book value Method ofvaluation Cost or end-of-year market value Total. (Column must equal Form 990, Part X, col (B) line 13) Other Assets. Com lete ifthe or anization answered 'Yes' on Form 990 Part IV line 11d See Form 990 Part line 15 a Descri tion Book value 1 De Sits 409 750 2 Due from affiliate 4452 273 Total. Column must ualForm 990 PaitX col line 023 Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line lie or 11f. See Form 990, Part X, line 25. 1_ Description ofliability Book value Federal income taxes Due to affiliate 726,760 Total. (Column must equal Form 990, PartX, col (B) line 25) 726,760 2. Liability for uncertain tax pOSItions In Part prowde the text of the footnote to the organization's finanCIal statements that reports the organization's liability for uncertain tax pOSItions under FIN 48 (ASC 740) Check here ifthe text ofthe footnote has been prowded in Part l7 Schedule (Form 990) 2015 Schedule (Form 990) 2015 Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Page 4 Complete If the organization answered 'Yes' on Form 990, Part IV, IIne 12a. 1 Total revenue, gaIns, and other support per audited fInanCIal statements 1 Amounts Included on Me 1 but not on Form 990, Part Me 12 a Net unrealized gaIns (losses) on investments . . . . 2a Donated serVIces and use of faCIlitIes . . . . . . . . . 2b Recoveries ofprior year grants . . . . . . . . . . . 2c Other(Describein Part . . . . . . . . . . . . 2d Add Ines 2a through 2d 2e 3 Subtract line 2e from Me 1 3 Amounts included on Form 990, Part lIne 12, but not on IIne 1 a Investment expenses notincluded on Form 990,Part 7b . 4a Other(DescribeIn Part . . . . . . . . . . . 4b Add IInes 4a and 4b 4c 5 Total revenue Add Ines 3and 4c. (ThIs must equal Form 990, Part I line 12) 5 Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete If the organization answered 'Yes' on Form 990, Part IV, IIne 12a. 1 Total expenses and losses per audIted fInanCIal statements 1 Amounts Included on line 1 but not on Form 990, Part IX, Ine 25 a Donated serVIces and use Prior year adjustments . . . . . . . . . . . . 2b Otherlosses . . . . . . . . . . . . . . . . 2c Other (Describe In Part . . . . . . . . . . . . 2d Add lInes 2a through 2d 2e 3 Subtract lIne 2e from line 1 3 Amounts Included on Form 990, Part IX, We 25, but not on line 1: a Investment expenses notIncluded on Form 7b . . 4a Other (DescrIbe In Part . . . . . . . . . . . . 4b Add lInes 4a and 4b 4c 5 Totalexpenses AddlInes 3and 4c. (This must equalForm 990,PartI,line Supplemental Information the descriptions reqUIred for Part II, lInes 3, 5, and 9, Part Ines 1a and 4, Part IV, lInes 1b and 2b, Part V, line 4, Part X, Me 2, Part XI, lines 2d and 4b, and Part XII, lines 2d and 4b Also complete this part to prOVIde any additional information Return Reference Explanation Part X, LIne 2 The fInanCIal statement effects ofa tax pOSItIon taken or expected to be taken are recognIzed In the consolidated finanCIal statements when It is more likely than not, based on the technIcal merits, that the pOSItion Will be sustaIned upon examination Interest and penalties, Ifany, are included In expenses In the consolIdated statements ofactIVIties As of December 31, 2015 and 2014, the OrganIzatIon had no uncertaIn tax pOSItIons that qualIfy for recognItion or dIsclosure In the consolldated finanCIal statements The OrganizatIon IS generally no longer subject to federal and state Income tax examInatIons by tax authorItIes for years before 2012 Schedule (Form 990) 2015 ScheduleD (Form 990)2015 Page5 Supplemental Information (continued) Return Reference Explanation Schedule (Form 990) 2015 Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493320014926I SCHEDULEG Supplemental Information Regarding No 1545-0047 99? 0' 990-52) Fundraising or Gaming Activities 20 1 5 Complete if the organization answered "Yes" on Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a Department Of the Treasury ?Attach to Form 990 or Form 990-EZ open to Internal Revenue sewlce pInformation about Schedule (Form 990 or 990-EZ) and Its Instructions is at irs gov/fon'nQQD InspeCtlon a me of the orga nization Employer identification number Americans for Prosperity Foundation 52-1 527294 Fundraising Activities.Comp ete if the organization answered ?Yes" on Form 990, Part IV, line 17. Form 990-EZ filers are not reqUIred to complete this part. 1 Indicate whether the organization raised funds through any ofthe followmg actIVIties Check all that apply a 7 Mail SOIICItations 7 SOIICItation of non?government grants 7 Internet and email soliutations SOIICItation of government grants '7 Phone SOIICItations SpeCIal fundraismg events 7 In-person soIICItations 2a Did the organization have a written or oral agreement With any IndIVIduaI (including officers, directors, trustees or key employees listed in Form 990, Part VII) or entity in connection With professmnal fundraismg WYes serVIces? If"Yes," list the ten highest paid indiViduals or entities (fundraisers) pursuant to agreements under which the fundraiser is to be compensated at least $5,000 by the organization Name and address of (ii) ActIVIty Did (iv) Gross receipts Amount paid to (vi) A mount paid to indiVidual fundraiser have from actIVIty (or retained by) (or retained by) or entity (fundraiser) custody or fundraiser listed in organization control of col contributions? Yes No 1 Grant SOIICItation American Philanthropic a55istance LLC 18 North Church St2 N0 0 38'408 '38'408 West Chester, PA 19382 Total 38,408 ?38,408 3 List all states in which the organization is registered or licensed to contributions or has been notified it is exempt from registration or licensmg DCFor Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Cat No 50083H Schedule (Form 990 or 990-EZ) 2015 Schedule (Form 990 or 990-EZ) 2015 Fundraising Events. Page 2 Complete if the organization answered ?Yes" on Form 990, Part IV, line 18, or reported more than $15,000 of fundraismg event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events With gross receipts greater than $5,000. Revenue (a)Event #1 (b)Event #2 (c)Other events Total events (add col through (event type) (event type) (total number col 1 Gross receipts 2 Less Contributions . 3 Gross income (line 1 minus line 2) 4 Cash prizes 5 Noncash prizes 6 Rent/faculty costs 7 Food and beverages 3? 8 Entertainment 3 9 Other direct expenses i5 10 Direct expense summary Add lines 4 through 9 in column 11 Net income summary Subtract line 10 from line 3, column Gaming. Complete if the organization answered ?Yes" on Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a. q; (a)Bingo (b)Pul tabs/Instant (c)Othergaming bingo/progresswe bingo Total gaming (add col 3 through col CD a: 1 Gross revenue 2 Cash prizes on .1. S. 3 Noncash prizes 3 4 Rent/faculty costs 5 5 Other direct expenses Yes 42-- Yes Yes 6 Volunteer labor . . . . NO No No 7 Direct expense summary Add lines 2 through 5 in column 8 Net gaming income summary Subtract line 7 from line 1, column 9 Enter the state(s) in which the organization conducts gaming a Is the organization licensed to conduct gaming actIVIties in each ofthese states? I_Yes If"No," explain 103 Were any ofthe organization's gaming licenses revoked, suspended or terminated during the tax year? I_Yes If"Yes," explain Schedul (Form 990 or 990-EZ) 2015 ScheduleG (Form 990 or990?EZ)2015 Page3 11 Does the organization conduct gaming actIVIties With nonmembers? I?Yes 12 Is the organization a grantor, benefICIary or trustee ofa trust or a member ofa partnership or other entity formed to administer charitable gaming? I_Yes 13 Indicate the percentage ofgaming actIVIty conducted in The organization's faCIlity 13a An outSIde faCIlity 13b 14 Enter the name and address ofthe person who prepares the organization's gaming/spemal events books and records Name Address 15a Does the organization have a contract With a third party from whom the organization receives gaming revenue? If"Yes," enter the amount ofgaming revenue received by the organization and the amount ofgaming revenue retained by the third party If"Yes," enter name and address ofthe third party NameP Address 16 Gaming managerinformation Name Gaming manager compensation Description of serVIces prowded I?Director/officer I?Employee I?Independent contractor 17 Mandatory distributions a Is the organization reqUIred under state law to make charitable distributions from the gaming proceeds to retain the state gaming license? I?Yes Enter the amount ofdistributions reqUIred under state law distributed to other exempt organizations or spent in the organization's own exempt actIVIties during the tax yearP Supplemental Information. Prowde the explanations required by Part 1, line 2b, columns and and Part lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to prowde any additional information (see instructions). Return Reference Explanation Schedule (Form 990 or 990-EZ) 2015 Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 934933200149261545?0047 (Eofmuggo) Grants and Other A55istance to Organizations, Governments and Individuals in the United States 20 1 5 Complete if the organization answered "Yes," on Form 990, Part IV, line 21 or 22. Department of the Attach to Form 990. Open to PUDIIC Treasury Information about Schedule I (Form 990) and its instructions is at Inspection Internal Revenue Serwce Name of the organization Employer identification number Americans for Prosperity Foundation 52-1 527294 General Information on Grants and Assistance 1 Does the organization maintain records to substantiate the amount of the grants or a55istance, the grantees' eligibility forthe grants or assistance, and the selection criteria used to award the grants or a55istancepugs No 2 Describe in Part IV the organization? 5 procedures for monitoring the use of grant funds in the United States Grants and Other A55istance to Domestic Organizations and Domestic Governments. Complete ifthe organization answered "Yes" on Form 990, Part IV, line 2 1, for any moment that received more than $5,000 Part II can be duplicated ifadditional space is needed Name and address of EIN IRC section Amount ofcash Amount of non? Method of (9) Description of Purpose ofgrant organization ifapplicable grant cash valuation non?cash aSSIStance or a55istance or government a55istance (book, FMV, appraisal, other) See Additional Data Table For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50055P Schedule I (Form 990) 2015 Schedule] (Form 990) 2015 Page 2 Grants and Other Assistance to Domestic Individuals. Complete ifthe organization answered "Yes" on Form 990, Part IV, line 22 Part can be duplicated ifadditional space IS needed (a)Type of grant or a55istance (b)N umber of moments (c)A mount of cash grant (d)Amount of non-cash aSSIStance (e)Method of valuation (book, FMV, appraisal, other) (f)Description of non?cash a55istance Supplemental Information. Prowde the information reqUIred in Part I, line 2, Part column and any other additional information. Return Reference Explanation Part I, Line 2 Grant funds were paid pursuant to an agreement reqUIring the moment to expend the funds for excluswely for 501(c)(3) purposes The organization reVIews the reCIpient's Form 990, IRS tax?exemption letter, articles ofincorporation, by?laws, and validates the reCIpient's tax ID Schedule I (Form 990) 2015 Additional Data Software ID: Software Version: EIN: 52-1527294 Name: Americans for Prosperity Foundation Form 990,5chedule I, Part II, Grants and Other Assistance to Domestic Organizations and Domestic Governments. Name and address of EIN IRC section Amount ofcash Amount of non? Method of valuation (9) Description of Purpose ofgrant organization ifapplicable grant cash (book,FMV,appraisa , non-casha55istance or aSSIStance or government assiistance other) Franklin Centerfor 26?4066298 501(c)(3) 30,000 Program Support Government Public Integrity 1229 King Street Third Floor Alexandria,VA 22314 Kentucky Education 26?4175849 501(c)(3) 7,000 Program Support Restoration Alliance PO Box 11651 40251 SM Wright Foundation 31?1613179 501(c)(3) 24,000 Program Support 9213 Sovereign Row Dallas,TX 75247 Form 990,Schedule I, Part II, Grants and Other Assistance to Domestic Organizations and Domestic Governments. Name and address of EIN IRC section Amount ofcash Amount of non- Method of valuation (9) Description of Purpose ofgrant organization Ifapplicable grant cash (book,FMV,appraIsa , non?cash aSSIstance ora55istance or government aSSIstance other) South Carolina PoIIcyCounCIl 57-0835744 501(c)(3) 35,000 Program Support Education Foundation 1323 Pendleton St Columbia,SC 29201 EdgarCounty Watchdogs 46?1953524 501(c)(4) 10,000 Program Support 7060 I in0is Highway 1 Paris,IL 61944 Iefile GRAPHIC print - DO NOT PROCESS IAS Filed Data - DLN: 93493320014926 Schedule Compensation Information 0MB No 1545-0047 (Form 990) For certain Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees Complete if the organization answered "Yes" on Form 990, Pait IV, line 23. Attach to Form 990. Department of the Information about Schedule (Form 990) and its instructions is at Open to PUbliC Treasurv Ins - ection Internal Revenue Serwce Name of the organization Employer identification number Americans for Prosperity Foundation 52-1527294 Questions Regarding Compensation Yes No 1a Check the appropiate box(es) ifthe organization prowded any of the followmg to orfor a person listed on Form 990, Part VII, Section A, line 1a Complete Part to prowde any relevant information regarding these items I7 First?class 0r chartertravel Housmg allowance or re5idence for personal use Travel for companions Payments for busmess use of personal reSIdence I I I Tax idemnification and gross-up payments Health or club dues or initiation fees I Discretionary spending account Personal serVIces (e maid, chauffeur, chef) Ifany ofthe boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or prOVI5ion ofall ofthe expenses described above? If"No," complete Part to explain 1b Yes 2 Did the organization reqUIre substantiation prior to reimburSIng or allowmg expenses incurred by all directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? 2 Yes 3 Indicate which, if any, of the followmg the filing organization used to establish the compensation of the organization's CEO/Executive Director Check all that apply Do not check any boxes for methods used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part I7 Compensation committee Written employment contract Independent compensation consultant I7 Compensation survey or study I I I I7 Form 990 of other organizations I7 Approval by the board or compensation committee I I I 4 During the year, did any person listed on Form 990, Part VII, Section A, line la With respect to the filing organization or a related organization a Recewe a severance payment or change?of?control payment? 4a Yes PartICIpate in, or recewe payment from, a supplemental nonqualified retirement plan? 4b No PartICipate in, or receive payment from, an eqUity-based compensation arrangement? 4c No If"Yes" to any of lines 4a?c, list the persons and prowde the applicable amounts for each item in Part Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9. 5 For persons listed on Form 990, Part VII, Section A, line la, did the organization pay or accrue any compensation contingent on the revenues of a The organization? 5a No Any related organization? 5b No If"Yes," on line 5a or 5b, describe in Part 6 For persons listed on Form 990, Part VII, Section A, line la, did the organization pay or accrue any compensation contingent on the net earnings of a The organization? 6a No Any related organization? 6b No If"Yes," on line 6a or 6b, describe in Part 7 For persons listed on Form 990, Part VII, Section A, line la, did the organization prowde any non-fixed payments not described in lines 5 and 6? If"Yes," describe in Part 7 Yes 8 Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was subject to the initial contract exception described in Regulations section 53 If"Yes," describe in Part 8 No 9 If"Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53 9 For Paperwork Reduction Act Notice, see the Instructions for Form 990. at 50 0 5 3T Schedule (Form 990) 2015 ScheduleJ (Form 990) 2015 Page 2 Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed. For each indIVIdual whose compensation must be reported on Schedule J, report compensation from the organization on row and from related organizations, described in the instructions, on row (ii) Do not list any indiViduals that are not listed on Form 990, Part VII Note.The sum ofcolumns for each listed IndIVIdual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that ihdiVidual (A) Name and Title (B) Breakdown ofW?Z and/or compensation Base compensation (Ii) Bonus incentive compensation Other re porta ble conwpensabon (C) Retirement and other deferred compensation (D) Nontaxable benefits (E) Total of columns (F) Compensation in column(B) reported as deferred on prior Form 990 See Additional Data Table Schedule (Form 990) 2015 ScheduleJ(F0rm990)2015 Page3 Supplemental Information Prowde the Information, explanation, or descriptions reqLJired for Part 1, lines 1aand for Part II Also complete this part for any additional information Return Reference Explanation Part I, Line 1a First class travel may be prOVIded if there are last minute flight changes or there is no other available travel alternative All travel IS for a bona fide busmess purpose Part I, Line 4a Dennis Vegas, CMO, received a total severance of $60,000, $40,200 from the filing organization and $19,800 from a related organization Adam VP?Strategic Initiatives, received a severance of$45,000, $19,800 from the filing organization and $25,200 from a related organization Part I, Line 7 The Organization pays out discretionary bonuses Schedule (Form 990) 2015 Additional Data Software ID: Softwa re Ve rsion: EIN: Name: 52-1527294 Americans for Prosperity Foundation Form 990, Schedule J, Part II - Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (A) Name and Title (B) Breakdown of and/or compensation (C) Retirement and (D) Nontaxable (E) Total of columns (F) Compensation in (ii) other deferred benefits column (B) Base Bonus Other compensation reported as deferred Compensation incentive reportable 00 Form 990 compensation compensation 1Tim PhillipsPreSIdent (I) 36:482 14,300 0 1,378 2,450 54,610 0 (II) 244:151 95,700 0 9,222 - - 0 16,395 365,468 1Luke HllgemannCEO 170,037 93,300 0 7,102 12,626 283,565 0 (0) 83,750 45,200 0 3,498 - - 0 6,219 139,667 2Robert HeatonCFO (0 117,172 30,600 0 4,347 9,611 161,730 0 (ii) 112,577 29,400 0 4,176 - - 0 9,234 155,387 3Teresa Oelke i 85,838 VP, State Operations 35,250 0 3,720 8,857 1 33 r655 0 (II) 96,796 39,750 0 4,195 - - 0 9,988 150,729 4ChristopherFInkCOO 0) 179,819 57,600 0 6,762 13,568 257,749 0 (ii) 69,930 22,400 0 2,630 - 0 5,277 100,237 55lade O'Brien I 1 57,38 1 Vin/Grassroots Leadership A 53,350 0 0 18280 229:011 0 (II) 4:867 1,650 0 0 - - 0 565 7,082 6VictorBemson 122,838 General Counsel I I I (II) 81,892 22,000 0 4,205 - - 0 3,468 111,565 7Dennis Vegas Part yearCMO (I) 105530 0 40,200 0 7,412 153,142 0 (II) 51,977 0 19,800 0 - - 0 3,651 75,428 BBrent Gardner i 30,605 VP/Govemmenm?alm 12,000 0 1,715 1.417 45,737 0 (II) 122,422 48,000 0 6,862 - - 0 5,670 182,954 9Jennifer Stefano VP-Bridge to Well Being 19:600 0 362 447 183,240 0 (II) 3323 400 0 7 - - 0 9 3,739 loAdam (I) 59.999 VP-Strategic Initiatives I I I (II) 76.362 0 25,200 3,120 - - 0 7,978 112,660 11Dernck Sontag 87,045 Senior Regional Director I I (II) 68392 17,600 0 1,922 - - 0 2,601 90,515 12Chase Downham 0) 63.396 27 000 0 3697 8750 102843 0 Regional Director I I I I (II) 77484 33,000 0 4,518 - - 0 10,695 125,697 13Dustin Zvonek 91,962 32,500 0 5,080 12,249 141,791 0 Regional Director (II) 49518 17,500 0 2,735 - - 0 6,596 76,349 14Mark Lucas 67,717 24 000 0 1870 219 93806 0 Regional Director I I (ii) 73,360 26,000 0 2,026 - 0 237 101,623 15Peter Schalestock 0) 74,538 Deputy General CounCIl I I I (II) 87501 10,800 0 3,996 - - 0 3,827 106,124 Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - Schedule (Form 990 or 990-3) Department of the Treasury Transactions With Interested Persons Complete if the organization answered "Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c, or Form 990-EZ, Part V, line 38a or 40b. Attach to Form 990 or Form 990-EZ. PInformation about Schedule (Form 990 or 990-EZ) and its instructions is at 990. OMB No 1545-0047 2015 Open to Public Ins vection Employer identification number Internal Revenue Serwce Name of the organization Americans for Prosperity Foundation 52?1527294 Excess Benefit Transactions (section 501(c)(3), section 501(c)(4), and 501(c)(29) organizations only) Com lete ifthe anization answered "Yes" on Form 990 Part IV line 25a or 25b or Form 990-EZ Part line 40b 1 Name ofdisqualified person Relationship between disqualified person and Description of Corrected? organization transaction No Yes 2 Enter the amount oftax incurred by organization managers or disqualified persons during the year under section 4958 3 Enter the amount oftax, ifany, on line 2, above, reimbursed by the organization . Loans to and/or From Interested Persons. Complete ifthe organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26, or ifthe organization reported an amount on Form 990, Part X, line 5, 6, or 22 Name of interested person Relationship With organization (C) urpose of loan Loan to or from the organization? (e)Original prinCIpal amount (f)Ba ance due (9) In default? Approved by board or committee? No (i)Written agreement? To From No Yes Grants or Assistance Benefiting Interested Persons. Com lete if the or anization answered ?Yes" on Form 990 Part IV line 27. Name of interested Relationship between Amount ofaSSIStance Type ofaSSIStance Purpose ofaSSIstance person interested person and the or anization For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Cat No 50056A Schedule (Form 990 or 990-EZ) 2015 ScheduleL(Form 990 Page2 Business Transactions Involving Interested Persons. Complete if the organization answered ?Yes" on Form 990, Part IV, line 28a, 28b, or 28c. Name ofinterested person Relationship Amount of Description of transaction Sharing between Interested transaction of person and the organization's organization revenues? Yes No (1) Christopher Fink Family relationship 257,750 Employee compensation Note No With Director, Richard As a Member of the Board of Fink Directors, Richard Fink excuses himselffrom compensation related deCI5i0ns involvmg Christopher Fink Supplemental Information Prowde additional information for responses to questions on Schedule (see instructions) Ret urn Reference Explanation Schedule (Form 990 or 990-EZ) 2015 Iefile GRAPHIC print - Do NOT PROCESS As Filed Data - DLN: 93493320014926I SCHEDULEM . . (Form 990) Noncash Contributions OMB No 1545 0047 >Complete if the organizations answered "Yes" on Form 990, Part IV, lines Attach to Form 990. Department of the hInformation about Schedule (Form 990) and its instructions is at [form990 Open to pub ic Treasury Ins nection Internal Revenue Serwce Name 0fthe organization Employer identification number Americans for Prosperity Foundation 52?1527294 Types of Property (3) (C) Check Number ofcontributions Noncash contribution Method of determining if or items contributed amounts reported on noncash contribution amounts applicable Form 990,Part 19 1 Art?Works ofart 2 Art?Historicaltreasures 3 Art?Fractionalinterests 4 Books and publications 5 Clothing and household goods . . . 6 Cars and other vehicles 7 Boats and planes 8 Intellectual property 9 Securities?Publicly traded . 6 2,534,899 Fair market value 10 Securities?Closely held stock 11 Securities?Partnership,LLC, or trust interests . . 12 Securities?Miscellaneous 13 Qualified conservation contribution?Historic structures . 14 Qualified conservation contribution?Other 15 Realestate?ReSIdential 16 Realestate?CommerCIal 17 Realestate?Other 18 Collectibles 19 Foodinventory 20 Drugs and medical supplies 21 TaXIdermy 22 Historicalartifacts 23 SCIentific speCImens 24 Archeologicalartifacts 25 Other?( 26 Other>( 27 Other>( 28 Other>( 29 Number of Forms 8283 received by the organization during the tax year for contributions for which the organization completed Form 8283, Part IV, Donee Acknowledgement 29 Yes No 30a During the year, did the organization recewe by contribution any property reported in Part I, lines 1 through 28, that it must hold for at least three years from the date ofthe initial contribution, and which is not reqUIred to be used for exempt purposes forthe entire holding periodIf"Yes," describe the arrangement in Part II 31 Does the organization have a gift acceptance policy that reqUIres the reVIew of any non?standard contributions? 31 YES 32a Does the organization hire or use third parties or related organizations to solmt, process, or sell noncash 32a No If"Yes," describe in Part II 33 Ifthe organization did not report an amount in column for a type of property for which column is checked, describe in Part II For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 51227J Schedule (Form 990) (2015) ScheduleM (Form 990) (2015) Page 2 Supplemental Information. Provnde the Information requnred by Part I, Ilnes 30b, 32b, and 33, and whether the organization IS reporting In Part 1, column the number of contributions, the number of Items received, or a combination of both. Also complete part for any additional Information. Return Reference Explanation Part I, Column lThe number represents the number recewed Schedule (Form 990) (2015) Iefile GRAPHIC print - Do NOT PROCESS As Filed Data - DLN: 93493320014926I - OMB No 1545-0047 SCHEDULE 0 Supplemental Information to Form 990 or 990-EZ (Form 990 or 990_ E2) Complete to provide information for responses to specific questions on Form 990 or 990-EZ or to provide any additional information. Attach to Form 990 or 990-EZ. Open to P_ub Ic Department ofthe Information about Schedule 0 (Form 990 or 990-EZ) and its instructions is at Inspection Treasury Internal Revenue Sen/ice Name of the organization Employer identification number Americans for Prosperity Foundation 990 Schedule 0, Supplemental Information Return Reference Explanation Form 990, Part V, Line The filing organization shares employees With Americans for Prosperity, a related organization The filing 2a, Part VII, Part IX, Lines organization handles all applicable filings With the IRS Compensation paid to indIVIduals orking for both 5-10 and Schedule organizations is reported in Part VII, Part IX and Schedule based on the percentage of time devoted to each respective organization Part VII, Columns and need to be added togethter in order to tie out to Form Box 5 ages Form 990, Part VI, Richard Fink and Koch - Busmess Relationship Richard Fink and Christopher Fink - Family Relationship Section A, line 2 990 Schedule 0, Supplemental Information Return Reference Explanation Form 990, Part VI, The Form 990 is prepared by an independent CPA firm The COO, VP of Finance, Treasurer, and General Counsel Section B, line 11 reVIew Form 990 prior to sending to the board The 990 is then distributed to the audit committee, acting on behalf of the board for reVIew and questions prior to filing With the IRS Form 990, Part VI, The Organization has in place a conflict of interest policy covering all staff, directors Section B, line 120 and officers that it monitors through the quarterly meetings of the Board of Directors' Au dit Committee and an annual employee survey Should a conflict be disclosed, it is address ed by company management or the board, as appropriate 990 Schedule 0, Supplemental Information Return Reference Explanation Form 990, Part VI, Section B, line 15 The board, or committee thereof, reVIew comparative entities to determine reasonable corrpensation levels for the CEO and other officers and key employees of the organization Substantiation of compensation is included in personnel files This process as last completed during the tax year for all officers of the organization Form 990, Part VI, Section C, line 19 The organization makes available to the public documents reqUIred by law to be made publicly available in accordance With IRS procedures 990 Schedule 0, Supplemental Information Return Reference Explanation Form 990, Part Line The organization has a policy hereby all contributed securities are immediately sold through the broker that receives 7a/7b those contributions on the organization?s behalf Form 990, Part XII, Line The organization's Audit Committee assumes responSIbility for over3ight of the audit of it 20 finanCIal statements and selection of its independent accountant This process has not hanged smce the prior year Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - SCHEDULE (Form 990) Department of the Treasury AttaCh to Form 990' Internal Revenue Sewice Related Organizations and Unrelated Partnerships Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37. Information about Schedule (Form 990) and its instructions is at OMB No 1545-0047 Name ofthe organization Americans for Prosperity Foundation Open to Public Ins - ection Employer identification number 52-1 527294 Identification of Disregarded Entities Complete if the organization answered ?Yes" on Form 990, Part IV, line 33. (C) (E) (0 Name, address, and EIN (if applicable) of disregarded entity Primary actIVIty Legal domICIle (state Total income End-of-year assets Direct controlling or foreign country) entity (1) PRDIST LLC 1310 Courthouse Rd Ste 700 Arlington, VA 22201 27-3120702 Educate and mobilize Citizens VA Am erica ns for Prosperity Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year. a (C) (9) Name, address, and EIN of related organization Primary actiwty Legal domicHe (state Exempt Code section Public charity status Direct controlling Section 512(b) or foreign country) (if section 501(c)(3)) entity (13) controlled (1)Americans for Prosperity 1310 Courthouse Rd Ste 700 Arlington, VA 22201 75-3148958 entity? Yes No Educate and mobilize DC 501(c)(4) Americans for Prosperity No Citizens Foundation For Reduction Act Notice, see the Instructions for Form 990. Cat No 50135Y Schedule (Form 990) 2015 Schedule (Form 990) 2015 Page 2 Identification of Related Organizations Taxable as a Partnership Complete if the organization answered ?Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year. Name, address, and EIN of related organization Primary actiVity (C) Legal domICIle (state or foreign country) Direct controlling entity income(related, Predominant unrelated, excluded from tax under sections 512- 514) Share of Share of Disproprtionate Code V-UBI total income end?of?year allocations? amount in box assets 20 of Schedule K-l (Form 1065) Yes No (J) (R) General or Percentage managing ownership partner? Yes No Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year. Name, address, and EIN of related organization Primary actIVIty (C) Legal domICIle (state or foreign country) Direct co ntrolling entity Type of entity (C corp, corp, or trust) Share of total income (9) Share of end- of-year assets (I) Percentage Section 512 ownership controlled entity? Yes No Schedule (Form 990) 2015 ScheduleR(Form990)2015 Page3 Transactions With Related Organizations Complete If the organIzatIon answered ?Yes? on Form 990, Part IV, IIne 34, 35b, or 36. Note. Complete lIne 1Ifany entIty Is lIsted In Parts II, or IV ofthIs schedule Yes N0 1 DurIng the tax year, dId the orgranIzatIon engage In any ofthe followmg transactIons WIth one or more related organIzatIons lIsted In Parts a ReceIpt of Interest, (ii)annUItIes, or(iv)rent from a controlled entIty . . . . . . . . . . . . . . . . . . . . . 1a N0 GIft, grant, or capItal contrIbutIon to related organIzatIon(GIft, grant, or capItal contrIbutIon from related organIzatIon(Loans or loan guarantees to or for related organIzatIon(Loans or loan guarantees by related organIzatIon(DIVIdends from related organIzatIon(Sale ofassets to related organIzatIon(sPurchase ofassets from related organIzatIon(Exchange ofassets WIth related organIzatIon(Lease of eqUIpment, or other assets to related organIzatIon(Lease 0f eqUIpment, or other assets from related organIzatIon(Performance ofserVIces or membershIp orfundraIsmg so ICItatIons for related organIzatIon(s) 1' N0 Performance ofserVIces or membershIp orfundraIsmg so ICItatIons by related organIzatIon(SharIng eqUIpment, Ists, or other assets WIth related organIzatIon(SharIng of paId employees WIth related organIzatIon(Yes ReImbursement paId to related organIzatIon(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1P Yes ReImbursement paId by related organIzatIon(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1?1 N0 Other transfer ofcash or property to related organIzatIon(Other transfer ofcash or property from related organIzatIon(Ifthe answer to any ofthe above Is "Yes," see the InstructIons for Informatlon on who must complete thIs lIne, IncludIng covered relatIonshIps and transactlon thresholds (C) Name of related organIzatIon TransactIon Amount Involved Method of determInIng amount Involved type (1)AmerIcans for ProsperIty 4,000,016 Market Value (2)AmerIcans for ProsperIty 0 17,455,258 Market Value (3)AmerIca ns for ProsperIty 3,835,620 Cost Schedule (Form 990) 2015 ScheduleR(Form990)2015 Page4 Unrelated Organizations Taxable as a Partnership Complete if the organization answered ?Yes" on Form 990, Part IV, line 37. Prowde the followmg Information for each entity taxed as a partnership through which the organization conducted more than five percent ofits actiVities (measured by total assets or gross revenue) that was not a related organization See instructions regarding exclu5ion for certain investment partnerships a (C) (9) (I) (J) ?0 Name, address, and EIN of entity Primary actiwty Legal Predominant Are all partners Share of Share of Disproprtionate Code General or Percentage domICIle income section total end-of-year allocations? amount in managing ownership (state or (related, 501(c)(3) income assets box 20 partner? foreign unrelated, organizations? of Schedule country) excluded from K-1 tax under (Form 1065) sections 512- 514Schedule (Form 990) 2015 ScheduleR(Form990)2015 Page5 Supplemental Information Prowde additional Information for responses to questions on Schedule (see instructions) Return Reference Explanation Schedule (Form 990) 2015