l efile GRAPHIC pi Form - DO NOT PROCESS I As Filed Data - I DLN: 93493318074058 Return ii Or nni72tinn Exam t From Inrnmia 990 W p OMB No 1545-0047 Tnv 2017 Under section 501(c ), 527, or 4947 ( a)(1) of the Internal Revenue Code ( except private foundations) ^ Do not enter social security numbers on this form as it may be made public ^ Information about Form 990 and its instructions is at www IRS gov/form990 Department of the Internal Rey emre Sen ice A For the 2017 calendar y ear, or tax r beainnina 01-01-2017 . and ending 12-31-2017 C Name of organization Americans for Prosperity B Check if applicable ❑ Address change D Employer identification number 75-3148958 ❑ Name change Doing business as ❑ Initial return ❑ Final return/terminated ❑ Amended return ❑ Application pending Number and street (or P O box if mail is not delivered to street address) 1310 N Courthouse Rd Ste 700 No 700 C i eiepnone nurnuer Room/suite (703) 224-3200 City or town, state or province, country, and ZIP or foreign postal code Arlington, VA 22201 G Gross receipts $ 57,6 79,212 F Name and address of principal officer Emily Siedel 1310 N Courthouse Rd Ste 700 No 700 Arlin g ton, VA 22201 I Tax-exempt status J Website : ^ ❑ 0 subordinates? H(b) Are all subordinates included? ❑ 4947(a)(1) or 501(c) ( 4 ) A (insert no ❑ 527 If "No," attach a list 9 Corporation 2 No El Yes (see instructions) H(c) Group exemption number ^ www americansforprosperity org K Form of organization NLi ^ 501(c)(3) H(a) Is this a group return for L Year of formation ❑ Trust ❑ Association ❑ Other ^ 2004 M State of legal domicile DC Summary 1 Briefly describe the organization's mission or most significant activities Educate U S citizens about the impact of sound economic policy on the nation's econ omy p 2 3 Check this box Po, El if the organization discontinued its operations or disposed of more than 25% of its net assets Number of voting members of the governing body (Part VI, line 1a) . . . . . . . 3 4 Number of independent voting members of the governing body (Part VI, line 1b) 4 5 5 Total number of individuals employed in calendar year 2017 (Part V, line 2a) 5 473 6 4,683 6 Total number of volunteers (estimate if necessary) . . . 7a Total unrelated business revenue from Part VIII, column (C), line 12 b Net unrelated business taxable income from Form 990-T, line 34 . . . . . . . . . 7a . . . . . 7b Prior Year 8 Contributions and grants (Part VIII, line 1h) 9 Program service revenue (Part VIII, line 2g) . . . . . . 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d . . . . 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and lie) 12 Total revenue-add lines 8 through 11 (must equal Part VIII, column (A), line 12) 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3 14 Benefits paid to or for members (Part IX, column (A), line 4) . . 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 16a Professional fundraising fees (Part IX, column (A), line 11e) 5 0 0 Current Year 63,744,929 56,996,170 97,572 210 13,549 33,965 166,226 548,614 64,022,276 57,578,959 821,506 304,331 0 0 22,420,213 21,224,391 213,617 0 34,850,844 30,159,783 58,306,180 51,688,505 b Total fundraising expenses (Part IX, column (D), line 25) 17 Other expenses (Part IX, column (A), lines 11a-11d, llf-24e) . 18 Total expenses Add lines 13-17 (must equal Part IX, column (A), line 25) 19 Revenue less expenses Subtract line 18 from line 12 5,716,096 Beginning of Current Year T Qcc .S ' 2 20 Total assets (Part X, line 16) Z1 22 Par t . 21 Total liabilities (Part X, line 26) 11,076,564 . . . . . . . . . Net assets or fund balances Subtract line 21 from line 20 11 Si nature Block Under penalties of perjury, I declare that I have examined this return, Inclu knowl edge and belief, it is true, correct, and complete Declaration of prepa any knowledge Sign Here Signature of officer Victor E Bernson Jr Secretary, VP Type or print name and title Print/Type preparer's name Ted R Batson Jr Paid Preparer Use Only Firm's name Preparer's signature Ted R Batson Jr ^ Capin Crouse LLP Firm's address ^ 972 Emerson Parkway STE A Greenwood, IN 46143 May the IRS discuss this return with the preparer shown above? (see Instrui For Paperwork Reduction Act Notice, see the separate instructio . 5,890,454 End of Year 15,506,343 4,153,624 2,693,013 6,922,940 12,813,330 Form 990 (2017) Page 2 Statement of Program Service Accomplishments 1 Check if Schedule 0 contains a response or note to any line in this Part III Briefly describe the organization's mission . . . . . . . . . . . . . . ❑ Educate U S citizens about the impact of sound economic policy on the nation's economy and social structure, and mobilize citizens to be involved in fiscal matters 2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-EZ? . . . . . . . . . . . . . . . . . . . . ❑ Yes . 2 No If "Yes," describe these new services on Schedule 0 3 Did the organization cease conducting, or make significant changes in how it conducts, any program services? . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ Yes 9 No If "Yes," describe these changes on Schedule 0 4 4a Describe the organization's program service accomplishments for each of its three largest program services, as measured by expenses Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported (Code ) (Expenses $ 24,828,730 including grants of $ 0 (Revenue $ ) (Expenses $ 9,400,699 including grants of $ 304,331 (Revenue $ 548,824 See Additional Data 4b (Code See Additional Data 4c (Code ) (Expenses $ 4d Other program services (Describe in Schedule 0 4e Total program service expenses 11o, (Expenses $ including grants of $ including grants of $ ) (Revenue $ ) (Revenue $ 34,229,429 Form 990 (2017) Form 990 (2017) FTTITTM Page 3 Checklist of Re q uired Schedules Yes 1 No Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A . . . . . . . . . . . . . . . . . . . . 1 2 Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? 2 3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I. . . . . . . . . . . . . . 3 4 Section 501(c )( 3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes, " complete Schedule C, Part II . . . . . . . . . . . . . 4 5 Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes, " complete Schedule C, Part III . . . . . . . . . . . . . . . . . 5 No Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes, " complete Schedule D, Part I ti) . . . . . . . . . . . . . . . . . 6 No Did the organization receive or hold a conservation easement, including easements to preserve open space, . the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II °^ . 7 No Did the organization maintain collections of works of art, historical treasures, or other similar assets? . If "Yes, " complete Schedule D, Part III . . . . . . . . . . . . 8 No Did the organization report an amount in Part X, line 21 for escrow or custodial account liability, serve as a custodian for amounts not listed in Part X, or provide credit counseling, debt management, credit repair, or debt negotiation services7If "Yes," complete Schedule D, Part IV °^ . 9 No 10 No 6 7 8 9 . 10 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 V tj . . 11 If the organization's answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable a Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes, " complete Schedule D, Part VI . . . . . . . . . . . . . . . . . . No Yes I la . Yes Yes b 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 1i . 'lb No c Did the organization report an amount for investments-program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII. . . . . . . Sic No Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX _ . . . . . . . . . . . . Ild d e Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, PartX tj f Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740)' If "Yes," complete Schedule D, Part X °^ 12a Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes," complete Schedule D, Parts XI and XII °^j . . . . . . . . . . . . b 13 . . . . 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)(ii)7 If "Yes," complete Schedule E 14a Did the organization maintain an office, employees, or agents outside of the United States? b 15 16 . . . . Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments . valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV . . . . . . . Yes Ile No llf No 12a Yes 12b Yes 13 No 14a No 14b No Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If "Yes, " complete Schedule F, Parts II and IV . 15 No Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If "Yes, " complete Schedule F, Parts III and IV . . . 16 No 17 No 17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and lie? If "Yes, " complete Schedule G, PartI (see instructions) . . . 18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a' If "Yes," complete Schedule G, Part II . . . . . . . . . . . 18 No 19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III . . . . . . . . . . . . . . . . . . 19 No Form 990 (2017) Form 990 (2017) Page 4 Checklist of Required Schedules (continued) Yes 20a Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H . b 20a If "Yes " to line 20a , did the organization attach a copy of its audited financial statements to this return? Did the organization report more than $5 , 000 of grants or other assistance to any domestic organization or domestic government on Part IX, column (A), line 1' If "Yes, " complete Schedule I, Parts I and II . . . . . Ij 21 22 Did the organization report more than $5 , 000 of grants or other assistance to or for domestic individuals on Part IX, °^ column ( A), line 27 If " Yes, " complete Schedule I, Parts I and III . 22 23 Did the organization answer " Yes" to Part VII, Section A , line 3, 4 , or 5 about compensation of the organization's current and former officers , directors , trustees , key employees , and highest compensated employees? If "Yes," complete Schedule J . . . . . . . . . . . . . . . . . . . . . . . Ij 23 b No 20b 21 24a Did the organization have a tax - exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year , that was issued after December 31, 20027 If " Yes, "answer lines 24b through 24d and complete Schedule K If "No," go to line 25a . . . . . . . . . . . . . . No Yes No Yes No 24a Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? 24b c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? . . . . . . . . . . . . . . 24c d Did the organization act as an " on behalf of" issuer for bonds outstanding at any time during the year? 24d 25a Section 501(c )( 3), 501 ( c)(4), and 501(c )( 29) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I . b 26 27 28 a 25a No 25b No Did the organization report any amount on Part X , line 5, 6 , or 22 for receivables from or payables to any current or former officers , directors , trustees , key employees, highest compensated employees , or disqualified persons? If "Yes, " complete Schedule L, Part II . . . . . . . . . . . . . . . . 26 No Did the organization provide a grant or other assistance to an officer , director, trustee, key employee , substantial contributor or employee thereof , a grant selection committee member, or to a 35 % controlled entity or family member of any of these persons? If " Yes," complete Schedule L , Part III . . . . . . . . . 27 No Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization ' s prior Forms 990 or 990 - EZ7 If "Yes, " complete Schedule L, Part I . . . . . . . . . . . . . . . . . . . Was the organization a party to a business transaction with one of the following parties ( see Schedule L, Part IV instructions for applicable filing thresholds , conditions , and exceptions) A current or former officer , director , trustee , or key employee? If "Yes," complete Schedule L, Part IV . . . . . . . . . . . . . . . . . . . . . . . . 28a No b A family member of a current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV . . . . . . . . . . . . 28b No c An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes, " complete Schedule L, Part IV . . . 28c No 29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M 29 30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation . contributions? If "Yes," complete Schedule M . . . . . . . . . . . . . 30 No 31 No Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes, " complete Schedule N, Part II . 32 No Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301 7701-2 and 301 7701-3' If "Yes," complete Schedule R, Part I . tj 33 Yes Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV and *j Part V, line 1 . . . . . . . . . . . . . . . . . . . . . . . . 34 Yes 31 Yes Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, Part I 32 33 34 35a Did the organization have a controlled entity within the meaning of section 512(b)(13)' b If'Yes' to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity . within the meaning of section 512(b)(13)' If "Yes," complete Schedule R, Part V, line 2 . 35a 35b 36 Section 501(c )( 3) organizations . Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2 . . . . . . . . . . . . 36 37 Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI __ 37 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 11b and 197 Note. All Form 990 filers are required to complete Schedule 0 . . . 38 38 No No Yes Form 990 (2017) Form 990 (2017) MQU Page 5 Statements Regarding Other IRS Filings and Tax Compliance ❑ Check if Schedule 0 contains a response or note to any line in this Part V . Yes la Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable . la 153 lb 0 b Enter the number of Forms W-2G included in line la Enter -0- if not applicable c Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? . . . . . . . . . . . . . . . . . 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, filed for the calendar year ending with or within the year covered by this return . . . . . . . . . . . . . . . . . b 2a Yes 2b Yes 473 If at least one is reported on line 2a, did the organization file all required federal employment tax returns? Note .If the sum of lines la and 2a is greater than 250, you may be required to e-file (see instructions) 3a Did the organization have unrelated business gross income of $1,000 or more during the year? b lc No . . . 3a If "Yes," has it filed a Form 990-T for this year7If "No" to line 3b, provide an explanation in Schedule 0 . . . No 3b 4a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? b 4a No 5a No 5b No If "Yes," enter the name of the foreign country ^ See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR) 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? . . b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? c If "Yes," to line 5a or 5b, did the organization file Form 8886-T7 . Sc 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions? . . b 7 If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? . . . . . . . . . . . . 6a Yes 6b Yes Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor7 . . 7a b If "Yes," did the organization notify the donor of the value of the goods or services provided? 7b c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? . . . . . . . . . . . . . 7c d If "Yes," indicate the number of Forms 8282 filed during the year 7d e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? . . . . . . . . . . . . . . . . . . . . . 7g h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? . . . . . . . . . . . . . . . . . . . . . . . . 7h 7e 8 Sponsoring organizations maintaining donor advised funds. Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? . . . . . . . . . . . . . . . . . . . . . . . 9a Did the sponsoring organization make any taxable distributions under section 4966? b 10 . . . . Did the sponsoring organization make a distribution to a donor, donor advisor, or related person? 7f 8 9a . . . 9b Section 501(c )( 7) organizations. Enter a Initiation fees and capital contributions included on Part VIII, line 12 b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities 11 . 10a 10b Section 501(c )( 12) organizations. Enter a Gross income from members or shareholders b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them ) . . . . . . . . . . . . . . . . . Ila ilb 12a Section 4947 ( a)(1) non - exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041' b 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 licensed to issue qualified health plans in more than one state7Note . See the instructions for additional information the organization must report on Schedule 0 b Enter the amount of reserves the organization is required to maintain by the states in . which the organization is licensed to issue qualified health plans . . . 13b Enter the amount of reserves on hand 13c c . 14a Did the organization receive any payments for indoor tanning services during the tax year? b . If "Yes," has it filed a Form 720 to report these payments7If "No," provide an explanation in Schedule 0 13a 14a No 14b Form 990 (2017) Form 990 ( 2017) Page 6 Governance , Management , and DisclosureFor each "Yes" response to lines 2 through 7b below, and for a "No" response to lines Kim= 8a, 8b, or IOb below, describe the circumstances, processes, or changes in Schedule 0 See instructions Check if Schedule 0 contains a response or note to any line in this Part VI . . . . . . . . . . . . . Section A. Governinci Body and Management Yes is Enter the number of voting members of the governing body at the end of the tax year la 5 lb I 5 I No If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule 0 b Enter the number of voting members included in line la, above, who are independent 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? 3 Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? . 4 2 No 3 No Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 No 5 Did the organization become aware during the year of a significant diversion of the organization's assets? 5 No 6 Did the organization have members or stockholders? 6 No 7a No 7b No . . 7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? . . b 8 Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? . Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following a The governing body? b Each committee with authority to act on behalf of the governing body? 9 . . . . Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization ' s mailing address? If "Yes," provide the names and addresses in Schedule 0 . . . . . . . I 8a Yes 8b Yes 9 I I No Section B. Policies (This Section B requests Information about policies not required by the Internal Revenue Code.) Yes 10a Did the organization have local chapters, branches, or affiliates? IOa Yes If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? 10b Yes Ila Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? . . Ila b b . Describe in Schedule 0 the process, if any, used by the organization to review this Form 990 No . 12a Did the organization have a written conflict of interest policy? If "No,"go to line 13 . 12a Yes b Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? . . . 12b Yes c Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule 0 how this was done . . . . . . . . . . . . . . . . . . . 12c Yes 13 Yes 14 Yes 15a Yes 15b Yes . 13 Did the organization have a written whistleblower policy? 14 Did the organization have a written document retention and destruction policy? . 15 Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision? a The organization's CEO, Executive Director, or top management official b Other officers or key employees of the organization . . . No . If "Yes" to line 15a or 15b, describe the process in Schedule 0 (see instructions) 16a Did the organization invest in, contribute assets to, or participate in a Joint venture or similar arrangement with a taxable entity during the year? . b . If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization's exempt status with respect to such arrangements? 16a No 16b Section C. Disclosure 17 List the States with which a copy of this Form 990 is required to be AL,AK ,AZ,AR ,CA,CO,CT,DE, FL,GA , HI,ID,IL,IN, IA , KS , KY , LA , ME , MD , MA , MI , MN , MS , MO , MT , NE , NV,NH , NJ,NM,NY,NC,ND , OH,OK , OR,PA,RI,SC, SD, TN , TX, UT, VT, VA, WA, WV, WI, WY, DC 18 Section 6104 requires an organization to make its Form 1023 ( or 1024 if applicable ), 990, and 990 - T (501 ( c)(3)s only) available for public inspection Indicate how you made these available Check all that apply 19 Describe in Schedule 0 whether ( and if so , how) the organization made its governing documents , conflict of interest policy , and financial statements available to the public during the tax year 20 State the name , address , and telephone number of the person who possesses the organization ' s books and records Castellaw 1310 N Courthouse Rd Ste 700 No 700 Arlington , VA 22201 ( 703) 224-3200 ❑ Own website ❑ Another ' s website 9 Upon request ❑ Other ( explain in Schedule 0) Form 990 (2017) Form 990 (2017) Page 7 Compensation of Officers , Directors , Trustees , Key Employees, Highest Compensated Employees, and Independent Contractors Check if Schedule 0 contains a response or note to any line in this Part VII . . . . . . . . . . . . . . Section A. Officers , Directors, Trustees, Key Employees , and Highest Compensated Employees la 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 • List all of the organization' s current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation Enter -0- in columns (D), (E), and (F) if no compensation was paid • List all of the organization' s current key employees, if any See instructions for definition of "key employee • List the organization's five current highest compensated employees (other than an officer, director, trustee or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations • List all of the organization' s former officers, key employees, or highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations • List all of the organization' s former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations List persons in the following order individual trustees or directors, institutional trustees, officers, key employees, highest compensated employees, and former such persons ❑ Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee (A) Name and Title (B) Average hours per week (list any hours for related organizations below dotted line) (C) Position (do not check more than one box, unless person is both an officer and a director/trustee) 2 = T 1 _ `-i a t v =,I, - (D ) Reportable compensation from the organization (W- 2/1099MISC) ( E) Reportable compensation from related organizations (W- 2/1099MISC) (F) Estimated amount of other compensation from the organization and related organizations 'r. 0 J ' t ^n I• ^^ El ;r (1) Frayda Levin ...................................................................... Chairman 2 00 ................ (2) Nancy Pfotenhauer ...................................................................... Director 2 00 ................ (3) Jim Miller ...................................................................... Director 2 00 ................ (4) James Stephenson ...................................................................... Director 2 00 ................ (5) Mark Holden ...................................................................... Director 4 00 ................ X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 0 0 0 X 429,462 0 32,333 X 87,466 87,466 15,416 X 169,448 72,620 20,654 X 167,211 71,662 15,080 X 177,122 75,910 27,946 X 123,638 52,988 30,860 X 194,124 83,196 16,119 X 192,096 82,327 16,017 X 190,959 81,839 25,062 X 178,161 76,355 30,328 X 171,564 73,527 22,424 112,258 48,110 13,100 0 00 2 00 0 00 0 00 0 00 50 00 (6) Tim Phillips ...................................................................... President """"""""' (7) Timothy Carnahan ...................................................................... Treasurer, CFO """"""""' (8) Luke Hilgemann ...................................................................... Chief Executive Officer (part year) """"""""' (9) Victor Bernson ...................................................................... Secretary, VP & General Counsel """"""""' (10) Emily Seidel ...................................................................... Chief Executive Officer """"""""' (11) Teresa Oelke ...................................................................... Senior VP of State Operations """"""""' (12) Brent Gardner ...................................................................... VP/Government Affairs """"""""' (13) Daniel Garza ...................................................................... Executive Director """"""""' (14) Chase Downham ...................................................................... Sr VP of State Ops & Grassroots Str """"""""' (15) Jorge Lima ...................................................................... Senior VP of Policy """"""""' (16) Slade O'Brien ...................................................................... VP, Grassroots Leadership Academy """"""""' (17) Sean Lansing ............................................................. Former COO (part year) """""""" 0 00 25 00 25 00 35 00 15 00 35 00 15 00 35 00 15 00 35 00 15 00 35 00 15 00 35 00 15 00 35 00 15 00 35 00 15 00 35 00 15 00 35 00 X 15 00 Form 990 (2017) Form 990 (2017) Page 8 Section A. Officers, Directors , Trustees , Key Employees , and Highest Compensated Employees (continued) (A) Name and Title (B) Average hours per week (list any hours for related organizations below dotted line) (C) Position (do not check more than one box, unless person is both an officer and a director/trustee) 2, = T I ?,L 1 (D ) Reportable compensation from the organization (W2/1099-MISC) ( E) Reportable compensation from related organizations (W2/1099-MISC) (F) Estimated amount of other compensation from the organization and related organizations I, (_o ,I! D _ t I• : . . . . . . . . . . . . lb Sub - Total . c Total from continuation sheets to Part VII, Section A . d Total ( add lines lb and 1c ) 2 . . . ^ ^ ^ 2,193,509 806,000 265,339 Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization ^ 66 No Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line la? If "Yes," complete Schedule J for such individual . . . . . . . . . . . . . . For any individual listed on line la, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual . . . . . . . . . . . . . . . . . . . . . . . . . Did any person listed on line la receive or accrue compensation from any unrelated organization or individual for services rendered to the organization?lf "Yes," complete Schedule J for such person . . . . . . 5 No 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) Name and business address In Pursuit Of (B) Description of services Media (C) Compensation 14,476,937 2300 Wilson Blvd Ste 500 Arlington, VA 22201 United States Postal Service Postage 955,000 Printing 646,911 Consulting 460,839 Printing 422,950 470 LEnfant Plaza SW Ste 604 Washington, DC 20024 Innovative Advertising 4250 Hwy 22 Ste 7 Mandeville, LA 70471 Strive3 11921 Freedom Drive Reston, VA 20190 The Singularis Group PO Box 9265 Shawnee Mission, KS 66201 2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization ^ 15 Form 990 (2017) Form 990 (2017) Page Statement of Revenue Check if Schedule 0 contains a response or note to any line in this Part VIII (A) Total revenue la Federated campaigns b Membership dues . lc a d Related organizations id e Government grants (contributions) le All other contributions, gifts, grants, and similar amounts not included above I 61 0 (D) Revenue excluded from tax under sections 512-514 lb E p (C) Unrelated business revenue la . c Fundraising events . A (B) Related or exempt function revenue 56,996,170 If g Noncash contributions included in lines la-1f $ 100,253 h Total .Add lines la-1f . ^ 56,996,170 Business Code 900099 2a Registration Fees 210 210 b C d M e f All other program service revenue 0 210 gTotal.Add lines 2a-2f . . . ^ 3 Investment income (including dividends, interest, and other ^ similar amounts) 4 Income from investment of tax-exempt bond proceeds ^ 5 Royalties ^ . . . . . . . . . . (i) Real . 33,965 33,965 (ii) Personal 6a Gross rents b Less c rental expenses Rental income or (loss) d Net rental income o r (loss) . . . ^ (i) Securities (ii) Other 7a Gross amount from sales of assets other than inventory 100,253 b Less cost or other basis and sales expenses C 100,253 Gain or (loss) 0 d Net gain or (loss) y ^ contributions reported on line 1c) See Part IV, line 18 . . . . cc b Less direct expenses . a b c Net income or (loss) from fundraising ev ents . w 0 0 8a Gross income from fundraising events (not including $ of ^ 9a Gross income from gaming activities See Part IV, line 19 . . a b Less direct expenses . b c Net income or (loss) from gaming activit ies . ^ lOaGross sales of inventory, less returns and allowances . . a b Less cost of goods sold . b c Net income or (loss) from sales of inventory Miscellaneous Revenue . ^ Business Code I la b C d All other revenue 548,614 . eTotal . Add lines 11a-11d 548,614 ^ 548,614 12 Total revenue . See Instructions ^ 57,578,959 548,824 0 33,965 Form 990 (2017) Form 990 (2017) 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 n contains a res V onse or note to , Y line in this Part IX Do not include amounts reported on lines 6b, 7b, 8b , 9b, and 10b of Part VIII . (A) Total expenses 1 Grants and other assistance to domestic organizations and domestic governments See Part IV, line 21 . . . . . . . . . . (B) Program service (C) Management and expenses general expenses . . . . (D) Fundraisingexpenses 304,331 304,331 1,262,465 1,039,728 145,867 76,870 121,687 100,218 14,060 7,409 15,562,862 12,453,611 2,036,198 1,073,053 346,264 285,173 40,008 21,083 2,382,582 1,962,222 275,287 145,073 1,548,531 1,275,323 178,920 94,288 316,503 79,808 236,695 2 Grants and other assistance to domestic individuals See Part IV, line 22 3 Grants and other assistance to foreign organizations , foreign governments , and foreign individuals See Part IV, line 15 and 16 4 Benefits paid to or for members 5 Compensation of current officers , directors , trustees , and key employees . . 6 Compensation not included above , to disqualified persons (as defined under section 4958 ( f)(1)) and persons described in section 4958 ( c)(3)(B) . . 7 Other salaries and wages 8 Pension plan accruals and contributions ( include section 401 (k) and 403(b) employer contributions) . 9 Other employee benefits 10 Payroll taxes . . 11 Fees for services ( non-employees) a Management . . b Legal c Accounting 24,750 . 24,750 627,626 627,626 9,308,038 109,818 12 Advertising and promotion 8,232,761 13 Office expenses 3,072,529 14 Information technology d Lobbying . . . . . . . . . e Professional fundraising services See Part IV, line 17 f Investment management fees . . 8,387,028 811,192 7,750,344 78,685 403,732 1,788,084 779,432 505,013 146,212 110,682 18,539 16,991 3,150,112 2,008,343 1,139,465 2,304 3,853,411 3,444,869 180,582 227,960 1,055,675 708,152 26,819 320,704 166,551 130,134 27,855 8,562 List rental 124,114 927 60 123,127 b Membership 39,763 26,215 12,834 714 c Taxes , licenses, fees 12,149 58 10,366 1,725 29,589 23,763 4,295 1,531 51,688,505 34,229,429 13,617,745 3,841,331 g Other (If line 11g amount exceeds 10 % of line 25 , column (A) amount, list line 11g expenses on Schedule 0) 15 Royalties 16 Occupancy . 17 Travel 18 Payments of travel or entertainment expenses for any federal , state , or local public officials . 19 Conferences , conventions , and meetings 20 Interest . . . . . . 21 Payments to affiliates 22 Depreciation , depletion, and amortization 23 Insurance . . . 24 Other expenses Itemize expenses not covered above (List miscellaneous expenses in line 24e If line 24e amount exceeds 10 % of line 25, column ( A) amount , list line 24e expenses on Schedule 0 a d e All other expenses 25 Total functional expenses . Add lines 1 through 24e 26 Joint costs . Complete this line only if the organization reported in column ( B) joint costs from a combined educational campaign and fundraising solicitation Check here ^ ❑ if following SOP 98-2 (ASC 958-720) Form 990 (2017) Form 990 (2017) Page 11 Balance Sheet Check if Schedule 0 contains a response or note to any line in this Part IX (A) Beginning of year 1 Cash-non-interest-bearing 2 Savings and temporary cash investments Pledges and grants receivable, net 4 Accounts receivable, net 5 7 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees Complete Part II of Schedule L . . . . . . . . . . . . . Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L . Notes and loans receivable, net . 8 Inventories for sale or use 9 Prepaid expenses and deferred charges 10a b . . . . . . . . 2,507 4 23,900 5 6 7 8 10a 846,442 10b 750,268 12 Investments-other securities See Part IV, line 11 13 Investments-program-related See Part IV, line 11 14 Intangible assets 15 Other assets See Part IV, line 11 16 Total assets.Add lines 1 through 15 (must equal line 34) 17 Accounts payable and accrued expenses 18 Grants payable 19 Deferred revenue 20 Tax-exempt bond liabilities 21 Escrow or custodial account liability Complete Part IV of Schedule D . 6,384,653 6,333,098 . Less accumulated depreciation . 1 2 3 . Land, buildings, and equipment cost or other basis Complete Part VI of Schedule D . 4,548,188 5,224,176 . . Investments-publicly traded securities cZ . . . 583,329 9 352,896 262,725 10c 96,174 . . 11 . . . . 12 . . . 13 . . . . . . . . 14 . . . 455,639 15 2,315,622 11,076,564 16 15,506,343 1,887,241 17 2,693,013 . 18 . 19 . 20 21 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons Complete Part II of Schedule L . 22 23 Secured mortgages and notes payable to unrelated third parties 24 Unsecured notes and loans payable to unrelated third parties 25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24) Complete Part X of Schedule D 2,266,383 25 0 26 Total liabilities .Add lines 17 through 25 4,153,624 26 2,693,013 27 Organizations that follow SFAS 117 (ASC 958 ), check here ^ complete lines 27 through 29, and lines 33 and 34. Unrestricted net assets 6,799,234 27 12,689,659 28 Temporarily restricted net assets 123,706 28 123,671 29 Permanently restricted net assets . . . 23 . 24 . . . . . . . and . 29 Organizations that do not follow SFAS 117 (ASC 958), LL_ 0 Z . 11 A 22 0 0 s Q . 3 6 C3 . (B) End of year 30 check here ^ ❑ and complete lines 30 through 34. Capital stock or trust principal , or current funds 31 Paid-in or capital surplus, or land, building or equipment fund 32 Retained earnings, endowment, accumulated income, or other funds 33 Total net assets or fund balances 34 Total liabilities and net assets/fund balances . . . . . 30 . . . . . . . . . . . 31 32 . 6,922,940 33 11,076,564 34 12,813,330 15,506,343 Form 990 (2017) Form 990 (2017) Page 12 Reconcilliation of Net Assets Check if Schedule 0 contains a response or note to any line in this Part XI Total revenue (must equal Part VIII, column (A), line 12) Total expenses (must equal Part IX, column (A), line 25) 3 Revenue less expenses Subtract line 2 from line 1 4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) 5 Net unrealized gains (losses) on investments 6 Donated services and use of facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment expenses Prior period adjustments 9 Other changes in net assets or fund balances (explain in Schedule 0) 10 Net assets or fund balances at end of year Combine lines 3 through 9 (must equal Part X, line 33, column (B)) . . . . . . . . . . . . ❑ 1 57,578,959 2 51,688,505 3 5,890,454 4 6,922,940 5 -64 6 7 . . . . . 8 1:M. Wfillid . . . . 1 . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 . . 8 9 0 10 12,813,330 Financial Statements and Reporting Check if Schedule 0 contains a response or note to any line in this Part XII Yes 1 No ❑ Cash ❑ Other 2 Accrual If the organization changed its method of accounting from a prior year or checked "Other," explain in Schedule 0 Accounting method used to prepare the Form 990 2a Were the organization's financial statements compiled or reviewed by an independent accountant? 2a No If'Yes,' check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both ❑ Separate basis b ❑ Consolidated basis ❑ Both consolidated and separate basis Were the organization's financial statements audited by an independent accountant? 2b Yes 2c Yes If'Yes,' check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both ❑ Separate basis c ❑ Consolidated basis Both consolidated and separate basis If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant? If the organization changed either its oversight process or selection process during the tax year, explain in Schedule 0 3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? b If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule 0 and describe any steps taken to undergo such audits 3a I I No 3b Form 990 (2017) Additional Data Software ID: Software Version: EIN: Name : 75-3148958 Americans for Prosperity Form 990 (2017) Form 990 , Part III, Line 4a: National office - Educate U S citizens about the impact of sound economic policy on the nation's economy and social structure and mobilize citizens to be involved in fiscal and regulatory economic matters at the national level Form 990 , Part III , Line 4b: State chapters - Educate U S citizens about the impact of sound economic policy on the nation's economy and social structure, and mobilize citizens to be involved in fiscal and regulatory economic matters at the state level l efile GRAPHIC print - DO NOT PROCESS SCHEDULE C (Form 990 or 990EZ) Department of the Trea un Internal Rey enue Serv ice As Filed Data - DLN:93493318074058 Political Campaign and Lobbying Activities OMB No 1545-0047 For Organizations Exempt From Income Tax Under section 501(c) and section 527 2017 'Complete if the organization is described below. 'Attach to Form 990 or Form 990 - EZ. 'Information about Schedule C ( Form 990 or 990 - EZ) and its instructions is at www.irs.gov / form990 . O p e n to Public Ins pe ction If the organization answered " Yes" on Form 990, Part IV, Line 3 , or Form 990-EZ, Part V, line 46 ( Political Campaign Activities), then . Section 501 ( c)(3) organizations Complete Parts I-A and B Do not complete Part I-C • Section 501(c) (other than section 501 ( c)(3)) organizations Complete Parts I-A and C below Do not complete Part I-B • Section 527 organizations Complete Part I-A only If the organization answered " Yes" on Form 990, Part IV , Line 4 , or Form 990 - EZ, Part VI, line 47 ( Lobbying Activities), then • Section 501 ( c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part II-A Do not complete Part I I-B • Section 501( c)(3) organizations that have NOT filed Form 5768 ( election under section 501(h)) Complete Part II-B 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 990 - EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then • Section 501 (c)(4), (5), or ( 6) organizations Complete Part III Name of the organization Americans for Prosperity Employer identification number 75-3148958 Complete if the organization is exempt under section 501(c) or is a section 527 organization. 1 Provide a description of the organization's direct and indirect political campaign activities in Part IV (see instructions for definition of "political campaign activities") 2 Political campaign activity expenditures (see instructions) 3 Volunteer hours for political campaign activities (see instructions) Li^j ^ $ 2,891,960 Complete if the organization is exempt under section 501 (c)(3). 1 Enter the amount of any excise tax incurred by the organization under section 4955 ^ $ 2 Enter the amount of any excise tax incurred by organization managers under section 4955 ^ $ 3 If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ❑ Yes ❑ No 4a Was a correction made? ❑ Yes ❑ No ❑ Yes ❑ No b 1 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 ^ $ Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ^ Total exempt function expenditures Add lines 1 and 2 Enter here and on Form 1120-POL, line 17b ^ Did the filing organization file Form 1120 -POL for this year? Enter the names, addresses and employer identification number (EIN) of all 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 enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC) If additional space is needed, provide information in Part IV (a) Name (b) Address (c) EIN (d) Amount paid from filing organization's funds If none, enter -0- (e) Amount of political contributions received and promptly and directly delivered to a separate political organization If none, enter -0- 1 2 3 4 5 6 For Paperwork Reduction Act Notice , see the instructions for Form 990 or 990 -EZ. Cat No Schedule C ( Form 990 or 990-EZ) 2017 Schedule C (Form 990 or 990-EZ) 2017 Page 2 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 list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures) Check ^ ❑ if the filing organization checked box A and " limited control " provisions (a) Filing organization's totals Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.) (b) Affiliated group totals Total lobbying expenditures to influence public opinion (grass roots lobbying) Total lobbying expenditures to influence a legislative body (direct lobbying) Total lobbying expenditures (add lines la and 1b) Other exempt purpose expenditures Total exempt purpose expenditures (add lines 1c and 1d) Lobbying nontaxable amount Enter the amount from the following table in both columns If the amount on line le, column ( a) or (b ) is: he lobbying nontaxable amount is: Not over $500,000 I 20% of the amount on line le 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 Grassroots nontaxable amount (enter 25% of line 1f) Subtract line 1g from line la If zero or less, enter -0Subtract line if from line 1c If zero or less, enter -0If there is an amount other than zero on either line 1h or line ii, did the organization file Form 4720 reporting section 4911 tax for this year? ❑ Yes ❑ 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 Calendar year (or fiscal year beginning in) 2a (a) 2014 (b) 2015 (c) 2016 (d) 2017 (e) Total Lobbying nontaxable amount b Lobbying ceiling amount 150% of line 2a, column e c Total lobbying expenditures d Grassroots nontaxable amount e Grassroots ceiling amount 150% of line 2d, column e f Grassroots lobbying expenditures Schedule C (Form 990 or 990-EZ) 2017 Schedule C (Form 990 or 990-EZ) 2017 Page 3 Complete if the organization is exempt under section 501 ( c)(3) and has NOT filed Form 5768 ( election under section 501(h)). ) For each " Yes " response on lines la through 1i below, provide in Part IV a detailed description of the lobbying activity 1 Yes ( b) No Amount 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? b Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? c Media advertisements? d Mailings to members, legislators, or the public? e Publications, or published or broadcast statements? f Grants to other organizations for lobbying purposes? g Direct contact with legislators, their staffs, government officials, or a legislative body? h Rallies , demonstrations, seminars, conventions, speeches, lectures, or any similar means? i Other activities? j Total Add lines 1c through 1i 2a Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? b If "Yes," enter the amount of any tax incurred under section 4912 c If "Yes," enter the amount of any tax incurred by organization managers under section 4912 d If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6). No Were substantially all (90% or more) dues received nondeductible by members? Did the organization make only in-house lobbying expenditures of $2,000 or less? Did the organization agree to carry over lobbying and political expenditures from the prior year? Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part 111-A, lines 1 and 2, are answered "No" OR (b) Part 111-A, line 3, is answered "Yes." 1 Dues, assessments and similar amounts from members 2 Section 162(e) nondeductible lobbying and political expenditures ( do not include amounts of political expenses for which the section 527(f ) tax was paid). 1 a b Current year Carryover from last year 2a c Total 2c 3 Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues 3 4 If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? 4 5 Taxable amount of lobbying and political expenditures (see instructions) 5 2b Supplemental Information Provide the descriptions required for Part I-A, line 1, Part I-B, line 4, Part I-C, line 5, Part II-A (affiliated group list), Part II-A, lines 1 and 2 (see instructions), and Part II-B, line 1 Also, complete this part for any additional information Return Reference Explanation Part I-A, Line 1Internet and radio advertising, direct mail and personnel activities Form 990 or 990EZ) 2017 l efile GRAPHIC print - DO NOT PROCESS SCHEDULED As Filed Data - DLN:93493318074058 OMB No 1545-0047 Supplemental Financial Statements (Form 990) 2017 ^ Complete if the organization answered " Yes," on Form 990, Part IV, line 6, 7, 8, 9, 10, Ila, Ilb , 11c, lld , Ile, hlf, 12a, or 12b. ^ Attach to Form 990. Department of the Trea"un Internal Revenue 5er. ice Information about Schedule D (Form 990 ) and its instructions is at www.irs.gov / forni990 . Employer identification number Name of the organization Americans for Prosperity 75-3148958 JL^ Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6. (a) Donor advised funds (b)Funds and other accounts Total number at end of year Aggregate value of contributions to (during year) Aggregate value of grants from (during year) Aggregate value at end of year Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization's property, subject to the organization's exclusive legal control? 6 Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit ❑ Yes ❑ No ❑ Yes ❑ No Conservation Easements . Complete if the organization answered "Yes" on Form 990, Part IV, line 7. 1 Purpose(s) of conservation easements held by the organization (check all that apply) ❑ Preservation of land for public use (e g , recreation or education) ❑ Preservation of an historically important land area ❑ Protection of natural habitat ❑ Preservation of a certified historic structure ❑ Preservation of open space Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year Held at the End of the Year Total number of conservation easements 2a Total acreage restricted by conservation easements 2b Number of conservation easements on a certified historic structure included in (a) 2c Number of conservation easements included in (c) acquired after 8 / 17/06 , and not on a historic structure listed in the National Register Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the tax year ^ Number of states where property subject to conservation easement is located ^ Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ❑ Yes ❑ No Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year 1101 Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year 8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)( 4)(B)(ii)? 9 In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting for conservation easements ❑ Yes ❑ No Organizations Maintaining Collections of Art , Historical Treasures , or Other Similar Assets. Complete if the organization answered "Yes" on Form 990, Part IV, line 8. la If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items (i) Revenue included on Form 990, Part VIII, line 1 ^ $ (ii)Assets included in Form 990, Part X ^ $ If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the following amounts required to be reported under SFAS 116 (ASC 958) relating to these items a Revenue included on Form 990, Part VIII, line 1 b Assets included in Form 990, Part X For Paperwork Reduction Act Notice , see the Instructions for Form 990 . ^ $ Cat No 52283D Schedule D (Form 990) 2017 Schedule D (Form 990) 2017 Page 2 Organizations Maintaining Collections of Art , Historical Treasures , or Other Similar Assets (contnued) 3 Using the organization's acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply) a b c ❑ Public exhibition d ❑ Loan or exchange programs ❑ Scholarly research e ❑ Other ❑ Preservation for future generations Provide a description of the organization's collections and explain how they further the organization's exempt purpose in Part XIII 5 During the year, did the organization solicit or receive donations of art, historical treasures or other similar assets to be sold to raise funds rather than to be maintained as part of the organization's collection? ❑ Yes ❑ No Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21. la Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not included on Form 990, Part X? If "Yes," explain the arrangement in Part XIII and complete the following table Beginning balance lc d Additions during the year id e Distributions during the year le f Ending balance if b ❑ No Amount b c 2a ❑ Yes Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? If "Yes," explain the arrangement in Part XIII Check here if the explanation has been provided in Part XIII . ❑ Yes . . . . . . ❑ No . ❑ Endowment Funds. Complete if the organization answered "Yes" on Form 990, Part IV, line 10. MUM (a)Current year la Beginning of year balance b Contributions . (b)Prior year (c)Two years back (d)Three years back (e)Four years back . . c Net investment earnings, gains, and losses d Grants or scholarships . . e Other expenditures for facilities and programs . . f Administrative expenses g End of year balance 2 . Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as a Board designated or quasi-endowment ^ b Permanent endowment ^ c Temporarily restricted endowment ^ The percentages on lines 2a, 2b, and 2c should equal 100% 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization by (i) unrelated organizations b 4 . . . . . . . . . . . . . . (ii) related organizations . . . . . . . . . . . . . . If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? . . Yes . 3a(ii) . . No 3a(i) . . . . . 3b Describe in Part XIII the intended uses of the organization's endowment funds Land , Buildings, and Equipment. LQLW ( a) Cost or other basis (investment) Description of property la Land . b Buildings (b) Cost or other basis (other) ( c) Accumulated depreciation ( d) Book value . . . c Leasehold improvements d Equipment e Other 402,192 444 ,250 Total . Add lines la through le (Column ( d) must equal Form 990, Part X, column ( B), line 10 (c)) . ^ 347,523 54,669 402,745 41,505 96,174 Schedule D (Form 990) 2017 Schedule D (Form 990) 2017 Page 3 Investments - Other Securities . Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990. Part X. line 12. (a) Description of security or category (including name of security ) (1) Financial derivatives . . . . ( b) Book value . . (2) Closely-held equity interests (3)Other . . (c) Method of valuation Cost or end-of-year market value . . (A) (B) (C) (D) (E) (F) (G) (H) Total . (Column (b) must equal Fo m 990, Part X, col ( B) l ne 12 ) ^ Investments-Program Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13. (a) Description of investment (b) Book value ( c) Method of valuation Cost or end - of-year market value (1) ( 2) (3) (4) (5) (6) ( 7) (8) (9) Total . (Column (b) must equal Fo m 990, Part X, col ( B) l ne 13 ) ■ 1TWS: ^ Other Assets . Complete if the organization answered 'Yes' on Form 990. Part IV. line lid See Form 990. Part X. line 15 (a) Description (b) Book value (1) Due from affiliate 2 ,315,622 (2) (3) (4) (5) (6) (7) (8) (9) Total . (Column (b) must equal Form 990, Part X, col (B) line 15 ) jji^ ^ 2,315,622 Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25. 1. (a) Description of liability (b) Book value (1) Federal income taxes (2) (3) (4) (5) (6) (7) (8) (9) Total . (Column (b) must equal Fo m 990, Part X, col (B) l ne 25 ) 0. 1 1 2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740) Check here if the text of the footnote has been provided in Part XIII ❑ Schedule D (Form 990) 2017 Schedule D (Form 990) 2017 Page 4 Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Com p lete if the org anization answered 'Yes' on Form 990, Part IV, line 12a. 1 Total revenue, gains , and other support per audited financial statements 2 Amounts included on line 1 but not on Form 990, Part VIII, line 12 a Net unrealized gains ( losses ) on investments b Donated services and use of facilities c Recoveries of prior year grants d Other (Describe in Part XIII ) e Add lines 2a through 2d . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amounts included on Form 990, Part VIII, line 12, but not on line 1 . Investment expenses not included on Form 990, Part VIII, line 7b b Other (Describe in Part XIII ) c Add lines 4a and 4b . . . . . . . . . . . . . . 2b 25,374,514 . . . . . . . . . . . 2e 25,374,450 3 57,578,959 4a . . . . a . -64 82,953,409 2d . 4 . 2a 1 2c Subtract line 2e from line 1 . . . 3 5 . . . . . . 4b . . . . . . Total revenue Add lines 3 and 4c. (This must equal Form 990, Part I, line 12 . . c . 5 0 57,578,959 Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Com p lete if the org anization answered 'Yes' on Form 990, Part IV, line 12a. 1 Total expenses and losses per audited financial statements 2 . 77,063,019 2e 25,374,514 3 51,688,505 Amounts included on line 1 but not on Form 990, Part IX, line 25 a Donated services and use of facilities b Prior year adjustments c Other losses d Other (Describe in Part XIII e Add lines 2a through 2d . . . . . . . . . . . . . . . . . . . 2a . 4 Amounts included on Form 990, Part IX, line 25, but not on line 1: Investment expenses not included on Form 990, Part VIII, line 7b Other (Describe in Part XIII ) c Add lines 4a and 4b . . . . . . . . . . . . . . . . . . . b . . . a . 2c 2d . Subtract line 2e from line 1 . . . . . . . . . . . . . . . . 4a . . . . . . 4b . . Total expenses Add lines 3 and 4c. (This must equal Form 990, Part I, line 18 JCMJEM 25,374,514 2b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5 1 . . . . . . . . . c . 5 0 51,688,505 Supplemental Information Provide the descriptions required for Part II, lines 3, 5, and 9, Part III, lines la and 4, Part IV, lines lb and 2b, Part V, line 4, Part X, line 2, Part XI, lines 2d and 4b, and Part XII, lines 2d and 4b Also complete this part to provide any additional information Return Reference Explanation Schedule D (Form 990) 2017 Schedule D (Form 990) 2017 Page 5 Supplemental Information (continued) Return Reference Explanation Schedule D (Form 990) 2017 l efile GRAPHIC print - DO NOT PROCESS Schedule I DLN: 93493318074058 OMB No 1545-0047 Grants and Other Assistance to Organizations, Governments and Individuals in the United States (Form 990) Department of the Treasury I As Filed Data - I 2017 Complete if the organization answered "Yes," on Form 990 , Part IV, line 21 or 22. ^ Attach to Form 990. ^ Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990 . Open to Public Inspection Internal Revenue Service Name of the organization Americans for Prosperity Employer identification number 75-3148958 General Information on Grants and Assistance 1 Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used to award the grants or assistance? . . . . . . . . . . . . . . . . . . . . . . . . 2 Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States IL^l 9 Yes ❑ No Grants and Other Assistance to Domestic Organizations and Domestic Governments . Complete if the organization answered "Yes" on Form 990, Part IV, line 21, for any recipient that received more than 15.000 Part II can he duplicated if additional space is needed (a) Name and address of organization or government ( b) EIN (c ) IRC section ( if applicable ) ( d) Amount of cash grant ( e) Amount of noncash assistance (f ) Method of valuation (book, FMV, appraisal , other) ( g) Description of noncash assistance (h) Purpose of grant or assistance (1) See Additional Data (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) 2 Enter total number of section 501(c)(3) and government organizations listed in the line 1 table . 3 Enter total number of other organizations listed in the line 1 table . For Paperwork Reduction Act Notice , see the Instructions for Form 990 . ^ ^ Cat No 50055P 1 2 Schedule I (Form 990) 2017 Schedule I (Form 990) 2017 Grants and Other Assistance to Domestic Individuals . Complete if the organization answered "Yes" on Form 990, Part IV, line 22 Part III can be du p licated if additional s p ace is needed (a) Type of grant or assistance ( b) Number of recipients ( c) Amount of cash grant ( d) Amount of noncash assistance (e) Method of valuation (book , FMV, appraisal, other) Page 2 ( f) Description of noncash assistance (1) (2) (3) (4) (5) (6) (7) MZMEW Supplemental Information . Provide the information required in Part I, line 2; Part III, column (b); and any other additional information. Return Reference Part I, Line 2 I Explanation Grant funds were paid pursuant to an agreement requiring the recipient to expend the funds exclusively for 501(c)(4) purposes The organization reviews the recipient's Form 990, IRS tax-exemption letter, articles of incorporation, by-laws, and validates the recipient's tax ID # Schedule I (Form 9901 2017 Additional Data Software ID: Software Version: EIN: Name : 75-3148958 Americans for Prosperity Form 990,Schedule I, Part II, Grants and Other Assistance to Domestic Organizations and Domestic Governments. (a) Name and address of organization or government (b) EIN (c) IRC section if applicable (d) Amount of cash grant (e) Amount of noncash assistance (f) Method of valuation (book, FMV, appraisal, other) (g) Description of non-cash assistance (h) Purpose of grant or assistance Arizona Free Enterprise Club 2415 E Camelback Rd St 700 Phoenix, AZ 85016 20-2423383 501(c)(4) 110,000 Program Support Center for Independent Employees PO Box 2421 Spartanburg, SC 29304 26-0005176 501(c)(3) 18,000 Program Support Form 990,Schedule I, Part II, Grants and Other Assistance to Domestic Organizations and Domestic Governments. (a) Name and address of organization or government Springs Taxpayers 5470 Vessey Road Colorado Springs, CO 80908 (b) EIN 82-2968752 (c) IRC section if applicable (d) Amount of cash grant 15,000 (e) Amount of noncash assistance (f) Method of valuation (book, FMV, appraisal, other) (g) Description of non-cash assistance (h) Purpose of grant or assistance Program Support l efile GRAPHIC p rint - DO NOT PROCESS DLN: 93493318074058 Compensation Information Schedule 7 (Form 990) I As Filed Data - I OMB No 1545-0047 For certain Officers , Directors , Trustees, Key Employees, and Highest Compensated Employees 00, Complete if the organization answered " Yes" on Form 990, Part IV, line 23. ^ Attach to Form 990. Department of the Internal Re^ermeService 2017 ^ Information about Schedule J (Form 990 ) and its instructions is at www.irs.gov / form990 . O p e n to Public Ins pe ction Employer identification number Name of the organization Americans for Prosperity 75-3148958 lj^ Questions Regarding Compensation No la b Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form 990, Part VII, Section A, line la Complete Part III to provide any relevant information regarding these items M First-class or charter travel ❑ Housing allowance or residence for personal use ❑ Travel for companions ❑ Payments for business use of personal residence ❑ Tax idemnification and gross-up payments ❑ Health or social club dues or initiation fees ❑ Discretionary spending account ❑ Personal services (e g , maid, chauffeur, chef) If any of the boxes in line la are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain 2 Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line la ? 3 Indicate which, if any, of the following 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 III 4 ❑ 2 Compensation committee ❑ Independent compensation consultant Compensation survey or study M Form 990 of other organizations Approval by the board or compensation committee lb 2 Yes Yes Written employment contract 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 Receive a severance payment or change-of-control payment? 4a No b Participate in, or receive payment from, a supplemental nonqualified retirement plan? 4b No c Participate in, or receive payment from, an equity-based compensation arrangement? If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III 4c No 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 b Any related organization? If "Yes," on line 5a or 5b, describe in Part III 5b No 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 b Any related organization? 6b No If "Yes," on line 6a or 6b, describe in Part III 7 For persons listed on Form 990, Part VII, Section A, line la, did the organization provide any nonfixed payments not described in lines 5 and 67 If "Yes," describe in Part III 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 4958-4(a)(3)7 If "Yes," describe in Part III 7 8 If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53 4958-6(c)? For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50053T Yes No g Schedule 3 (Form 990) 2017 Schedule J (Form 990) 2017 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 3, report compensation from the organization on row (i) and from related organizations, described in the instructions, on row (ii) Do not list any individuals that are not listed on Form 990, Part VII Note . The sum of columns (B)(il-(iii) for each listed individual must equal the total amount of Form 990. Part VII. Section A. line la. aoolicable column (D) and (E) amounts for that individual (A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (ii) (i) Base compensation Bonus & incentive compensation See Additional Data Table (iii) Other reportable compensation (C) Retirement and other deferred compensation (D) Nontaxable benefits (E) Total of columns (B)(i)-(D) (F) Compensation in column (B) reported as deferred on prior Form 990 Schedule J (Form 990) 2017 Lijj= Page 3 Supplemental Information Provide the information, explanation, or descriptions required for Part I, lines la, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II Also complete this part for any additional information 7 Return Reference Part I, Line la Part I, Line 7 Explanation 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 business IThe Organization pays out discretionary bonuses Additional Data Software ID: Software Version: EIN: Name : 75-3148958 Americans for Prosperity Form 990, Schedule 3, Part II - Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (i) Base Compensation 1Tim Phillips (1) President 1Timothy Carnahan (n) (i) Treasurer, CFO 2Luke Hilgemann Chief Executive Officer (part year) 3Victor Bernson 269,462 _____________ (ii) Bonus & incentive compensation (C) Retirement and other deferred compensation (iii) Other reportable compensation 160,000 - - - - - - - - - - - - - 0 - - - - - - - - - - - - - (D) Nontaxable benefits 10,781 - - - - - - - - - - - - - (E) Total of columns (B)(i)-(D) 22,008 - - - - - - - - - - - - - (F) Compensation in column (B) reported as deferred on prior Form 990 462,251 - - - - - - - - - - - - - 0 0 0 0 0 0 87,466 0 0 0 7,927 95,393 _____________ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 87,466 0 0 0 7,927 95,393 0 169,448 0 - - - - - - - - - - - - 0 0 - - - - - - - - - - - - 0 0 - - - - - - - - - - - - 0 14,737 184,185 ----------6,316 --------78,936 0 ----------- O _ _ _ _ _ _ _ _ _ _ _ (ii) 72,620 (i) 146,211 - - - - - - - - - - - - - 21,000 - - - 0 - - - - - - - - - - - - - 5,945 - - - - - - - - - - - - - 4,930 - - - - - - - - - - - - - 178,086 - - - - - - - - - - - - - (a) 62,662 - - - - - - - - - - 9,000 0 2,548 2,113 76,323 4Emily Seidel (i) 177,122 0 0 0 19,881 197,003 Chief Executive Officer - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (ii) 75,910 0 0 0 8,521 84,431 (i) 123,638 0 0 5,115 16,794 145,547 Senior VP of State _ _ _ _ _ _ _ _ _ _ _ _ _ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Operations (a) 52,988 0 0 2,192 7,197 62,377 6Brent Gardner (i) 138,124 56,000 0 5,600 6,002 205,726 VP/Government Affairs _ _ _ _ _ _ _ _ _ _ _ _ _ (u) 59,196 (i) 139,596 Executive Director 8Chase Downham _____________ - - - - - - - - - - - - - 24,000 52,500 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 0 2,400 0 - - - - - - - - - - - - - - - - - - - - - - - - - - 0 - - - - - - - - - - - - - - - - - - - - - - - - - - 2,572 11,695 - - - - - - - - - - - - - 22,500 0 0 4,778 87,105 (i) 120,959 70,000 0 4,298 13,548 208,805 _ _ _ _ _ _ _ _ _ _ _ _ _ (ii) 51,839 93orge Lima (i) 108,161 Senior VP of Policy _ _ _ _ _ _ _ _ _ _ _ _ _ - - - - - - - - - - - - 30,000 70,000 (ii) 46,355 - - - - - - - - - - - -30,000 (i) 115,564 56,000 VP, Grassroots Leadership - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 0 1,842 0 - - - - - - - - - - - - - - - - - - - - - - - - - - 4,561 - - - - - - - - - - - - - - - - - - - - - - - - - - 5,806 89,487 16,971 - - - - - - - - - - - - - 1,955 7,273 85,583 0 3,112 12,869 187,545 ------------- ------------- ------------- Academy (u) 49,527 24,000 0 1,334 5,515 80,376 11Sean Lansing (i) 112,258 0 ------------ O 0 ------------ O 4,529 4,900 121,687 Former COO (part year) (ii) 48,110 ---------- ---------1,941 --------2,100 0 0 ------------0 0 ------------- 0 0 ------------- 0 0 ------------0 199,693 - - - - - - - - - - - - - 0 ------------- 0 ------------- 203,791 - - - - - - - - - - - - - 59,827 Grassroots Str 0 ------------0 88,168 (u) Sr VP of State Ops & 10Slade O'Brien 0 ------------- (i) Counsel 7Daniel Garza 0 (a) Secretary, VP&General STeresa Oelke 0 ------------- 0 ------------- 0 0 ------------- 0 0 ------------ 52,151 0 l efile GRAPHIC print - DO NOT PROCESS SCHEDULE M (Form 990) As Filed Data - DLN:93493318074058 OMB No 1545-0047 Noncash Contributions 2017 ^ Complete if the organizations answered " Yes" on Form 990, Part IV, lines 29 or 30. ^ Attach to Form 990. ii-Information about Schedule M (Form 990 ) and its instructions is at www. irs.gov/fc un Internal Res enue Sen ice Employer identification number Name of the organization Americans for Prosperity 75-3148958 Types of Property (a) (b) Check if Number of contributions or applicable items contributed 1 Art-Works of art 2 Art-Historical treasures . . . 3 Art-Fractional interests 4 Books and publications 5 Clothing and household goods . . . . . Cars and other vehicles 6 . 7 Boats and planes . Intellectual property . 9 Securities-Publicly traded . . . . . . . . X 10 Securities-Closely held stock 11 Securities-Partnership, LLC, or trust interests Securities-Miscellaneous 12 13 15 Qualified conservation contribution-Historic structures Qualified conservation contribution-Other . Real estate-Residential 16 Real estate-Commercial 14 17 Real estate-Other 18 Collectibles . . . . . . . . 1 . . 19 Food inventory 20 Drugs and medical supplies 21 Taxidermy 22 Historical artifacts 23 Scientific specimens 24 Archeological artifacts 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 . . . . . 100,253 Fair market value . . . (d) Method of determining noncash contribution amounts . . 8 (c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g . . . . . . . . . . 29 Yes No 30a During the year, did the organization receive by contribution any property reported in Part I, lines 1 through 28, that it must hold for at least three years from the date of the initial contribution, and which is not required to be used for exempt purposes for the entire holding period? . 0a o- b If "Yes," describe the arrangement in Part II 31 Does the organization have a gift acceptance policy that requires the review of any nonstandard contributions? 32a Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash contributions? . . . . . . . . . . . . . . . . . . 31 32a Yes No b If "Yes," describe in Part II 33 If the organization did not report an amount in column (c) for a type of property for which column (a) is checked, describe in Part II For Paperwork Reduction Act Notice , see the Instructions for Form 990 . Cat No 512273 Schedule M (Form 990 ) ( 2017) Page 2 Schedule M ( Form 990 ) ( 2017 ) Supplemental Information. Provide the information required by Part I, lines 30b, 32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information. I Return Reference Part I, Column (b) Explanation The number of contributions reported is the number of contributions made, not the number of items I donated Schedule M (Form 990 (2017) l efile GRAPHIC p rint - DO NOT PROCESS I As Filed Data - I DLN: 93493318074058 SCHEDULE 0 Supplemental Information to Form 990 or 990-EZ (Form 990 or 990- 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. ^ Information about Schedule 0 (Form 990 or 990-EZ) and its instructions is at www.irs.gov / form990. EZ) Department of the 75-3148958 990 Schedule 0, Supplemental Information Form 990, Part VI, Section A, line 1 2017 • ' Employer identification number Name of the organization Americans for Prosperity Return Reference OMB No 1545-0047 Explanation Several Members of the Board of Directors are on the Executive Committee of the AFP Board of Directors Under the AFP bylaws and Board resolution, the Executive Committee may exerc ise the powers of the Board when the Board is not in session, but must report its actions to the Board at the next Board meeting The Executive Committee may not (1) amend, alter, or repeal the organization's bylaws or articles of incorporation, (2) elect, appoint, or remove any officer or director, or (3) authorize the disposition of any of the organizatio n's property and assets 990 Schedule 0, Supplemental Information Return Reference Form 990, Part VI, Section B, line 11b Explanation The Form 990 is prepared by an independent CPA firm The VP of Finance, Treasurer, and Gen eral Counsel review in detail 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 990 Schedule 0, Supplemental Information Return Reference Form 990, Part VI, Section B, line 12c Explanation The Organization has in place a conflict of interest policy covering all staff, directors and officers that it monitors through the quarterly meetings of the Board of Directors' 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 Form 990, Part VI, Section B, line 15 Explanation The CEO reviews compensation for officers and other key employees and it is approved by th e chair of the executive committee of the board This process is documented in the employe e's personnel file This process was last completed during the tax year for all officers 990 Schedule 0, Supplemental Information Return Reference Form 990, Part VI, Section C, line 19 Explanation 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 Form 990, Part V, Line 2a, Part VII, Part IX, Lines 5 - 10 and Schedule J Explanation Americans for Prosperity (AFP) shares employees with Americans for Prosperity Foundation AFPF), a related organization Certain employees are deemed to be employed by AFP and cert ain employees are deemed to be employed by AFPF The deemed employer issues a W-2 to each employee it is deemed to employ However, to reflect the sharing of employees, compensatio n has been shown in proportion to the hours worked for each organization Accordingly, for each employee the amounts shown in Part VII, Column D and E and Schedule J, Part II, Sect ion A, lines (i) and (u) must be added together to agree to box 5 on the employee's Form W-2 990 Schedule 0, Supplemental Information Return Reference Explanation Form 990, The organization has a policy whereby all contributed securities are immediately sold thro Part VIII, Line ugh the broker that receives those contributions on the organization's behalf 7a/7b 990 Schedule 0, Supplemental Information Return Reference Form 990, Part IX, line 11g Explanation Outside Services Program service expenses 79,383 Management and general expenses 8,387,0 28 Fundraising expenses 811,192 Total expenses 9,277,603 Honoraria Program service exp enses 30,435 Management and general expenses 0 Fundraising expenses 0 Total expenses 30 ,435 990 Schedule 0, Supplemental Information Return Reference Form 990, Part XII, Line 2c Explanation The organization's Audit Committee assumes responsibility for oversight of the audit of it s financial statements and selection of its independent accountant This process has not c hanged since the prior year l efile GRAPHIC print - DO NOT PROCESS SCHEDULE R (Form 990) Departmen t of the Trea^un Internal Rey erne Sen ice I As Filed Data - I DLN:93493318074058 OMB No 1545-0047 Related Organizations and Unrelated Partnerships 2017 ^ Complete if the organization answered "Yes" on Form 990 Part IV line 33 34 35b 36 or 37 ^ Attach to Form 990. ^ Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990 . Employer identification number Name of the organization Americans for Prosperity 75-3148958 Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33. (a) Name, address, and EIN (if applicable) of disregarded entity (b) Primary activity (1) PRDIST LLC 1310 N Courthouse Rd Ste 700 Arlington, VA 22201 27-3120702 (c) Legal domicile (state or foreign country) Educate and mobilize citizens (d ) Total income VA ( e) End-of-year assets 0 2,000 (f) Direct controlling entity Americans for Prosperity K^ll Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year. ( a) Name, address, and EIN of related organization (b) Primary activity (c) Legal domicile (state or foreign country) (d ) Exempt Code section ( e) Public charity status (if section 501(c)(3)) (f) Direct controlling entity (g) Section 512(b) (13) controlled entity? Yes (1)Americans for Prosperity Foundation 1310 N Courthouse Rd Ste 700 Educate citizens DE 501(c)(3) Line 7 No No N/A Arlington, VA 22201 52-1527294 For Paperwork Reduction Act Notice , see the Instructions for Form 990 . Cat No 50135Y Schedule R (Form 990) 2017 Schedule R (Form 990) 2017 Page 2 Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year. (a) Name, address, and EIN of related organization (b) Primary activity (c) Legal domicile (state or foreign country) (d ) Direct controlling entity ( e) Predominant income(related, unrelated, excluded from tax under sections 512514) (f) (g) (h ) ( 1) (J) Share of Share of Disproprtionate Code V-UBI General or total income end-of-year allocations? amount in box managing assets 20 of partner? Schedule K-1 (Form 1065) Yes No Yes (k) Percentage ownership 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. (a) Name, address, and EIN of related organization (b) Primary activity (c) Legal domicile (state or foreign country) (d) Direct controlling entity (e) Type of entity (C corp, S corp, or trust) (f) Share of total income (g) Share of end-ofyear assets (h) Percentage ownership (1) Section 512(b) (13) controlled entity? Yes No Schedule R (Form 990) 2017 Page 3 Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36. Yes Note . Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule No 1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV? a Receipt of (i) interest, (ii)annuities, (iii) royalties, or(iv) rent from a controlled entity . la No b Gift, grant, or capital contribution to related organization( s) . ib No c Gift, grant, or capital contribution from related organization( s) . lc No d Loans or loan guarantees to or for related organization( s) id No e Loans or loan guarantees by related organization( s) le No f Dividends from related organization( s) g Sale of assets to related organization( s) . h Purchase of assets from related organization( s) . i j k . . . . . Exchange of assets with related organization( s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lease of facilities, equipment, or other assets to related organization( s) . . . . Lease of facilities, equipment, or other assets from related organization( s) . . . . . Performance of services or membership or fundraising solicitations for related organization( s) . m Performance of services or membership or fundraising solicitations by related organization( s) . I . 2 Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . if No ig No lh No Ii No Sj No 1k No 11 No lm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . lo Yes No r Other transfer of cash or property to related organization( s) . it No Other transfer of cash or property from related organization (s) . is No . . Yes s . . . No In Reimbursement paid by related organization(s) for expenses . . . . Reimbursement paid to related organization(s) for expenses . . . . . p . . . . q . . . . . in Sharing of facilities, equipment, mailing lists, or other assets with related organization( s) . o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11P I I Iq Yes . If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds (a) Name of related organization (b) Transaction type (a-s) (1)Americans for Prosperity Foundation N (2)Americans for Prosperity Foundation 0 (3)Americans for Prosperity Foundation Q (c) Amount involved (d) Method of determining amount involved Schedule R (Form 9901 2017 Schedule R (Form 990) 2017 Page 4 Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37. Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization See instructions regarding exclusion for certain investment partnerships (a) Name, address, and EIN of entity (b) Primary activity (c) Legal domicile (state or foreign country) (d ) Predominant income (related, unrelated, excluded from tax under sections 512514) ( e) Are all partners section 501(c)(3) organizations? Yes No (f) Share of total income (g) Share of end-of-year assets (h ) Disproprtionate allocations? Yes No ( 1) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065) (J) General or managing partner? Yes (k) Percentage ownership No Schedule R (Form 990) 2017 Schedule R (Form 990) 2017 Page 5 Supplemental Information Provide additional information for responses to questions on Schedule R (see instructions) arhPrinia (Form oani'im7