Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493305018279I 990 Return of Organization Exempt From Income Tax OMB 1545'0047 Form Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) 2 0 1 8 Do not enter social security numbers on this form as it may be made public Go to for instructions and the latest information. Open to Public Department of the Treasun Inspection Internal Re\ enue Sen Ice A For the 2019 calendar year, or tax year beginning 01-01-2018 and ending 12-31-2018 Name of organization Employer identification number Check if applicable PRIORITIES USA Address change El Name change 47-4596232 El Initial return DOing busmess as l:l Final return/terminated El Amended return Number and street (or 0 box if mail is not delivered to street address) Room/suite 1030 15TH ST NW NO 950W Telephone number Application pending (202) 552-0221 City or town, state or provmce, country, and ZIP or foreign postal code WASHINGTON, DC 20005 Gross receipts 18,456,854 Name and address of prinCIpal officer H(a) Is this a group return for PATRICK MCHUGH 1030 15TH ST NW NO 950W subordinates? .NO 20005 ?(bl Aral ad? :?bmdmates l:lYe5 l:lNo inc I Tax?exempt Status l:l 501(c)(3) 501(c)(4) 4 (insert no) l:l 4947(a)(1) or l:l 527 If attach a list (see instructions) Website: PRIORITIES ORG HIC) Group exemption number Form of organization Corporation l:l Trust l:l l:l Other Year Of formation 2015 State Of legal dOmICIle DC Summary 1 Briefly describe the organization?s mi55ion or most Significant actIVIties SEE PART LINE 1 3o. 2 Check this box l:l if the organization discontinued its operations or disposed of more than 25% of its net assets :3 3 Number of voting members of the governing body (Part VI, line 1a) 3 a: 4 Number of independent voting members of the governing body (Part VI, line 1bTotal number of indiViduals employed in calendar year 2018 (Part V, line 2a) 5 80 6 Total number of volunteers (estimate if necessary) 6 0 2 7a Total unrelated busmess revenue from Part column (C), line Net unrelated busmess taxable income from Form 990-T, line 6,185 Prior Year Current Year 8 Contributions and grants (Part line 1h9,056,826 18,418,025 9 Program serVIce revenue (Part line 29Investment income (Part column (A), lines Other revenue (Part column (A), lines 5, 6d, 8c, QC, 100, and 11e) 712 38,829 12 Total revenue?add lines 8 through 11 (must equal Part column (A), line 12) 9,057,538 18,456,854 13 Grants and Similar amounts paid (Part IX, column (A), lines 1?3 . . . 935,000 2,080,565 14 Benefits paid to or for members (Part IX, column (A), line Salaries, other compensation, employee benefits (Part IX, column (A), lines 5?10) 1,170,820 4,896,889 3?3 16a Professwnal fundraismg fees (Part IX, column (A), line He) . . . . . 249,600 202,908 Total fundraismg expenses (Part IX, column (D), line 25) ?3 17 Other expenses (Part IX, column (A), lines 11a?11d, 11f?24e) . . . . 5,206,393 12,102,468 18 Total expenses Add lines 13?17 (must equal Part IX, column (A), line 25) 7,561,813 19,282,830 19 Revenue less expenses Subtract line 18 from line 1,495,725 -825,976 3 3 Beginning of Current Year End of Year 13% 20 Total assets (Part X, line 161,969,899 3,130,124 :2 21 Total liabilities (Part X, line 26305,122 2,291,323 25?. 22 Net assets or fund balances Subtract line 21 from line 20 . . . . . 1,664,777 838,801 meme Block Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete Declaration of preparer (other than Officer) is based on all information of which preparer has any knowledge 2019-11-01 Si nature of officer Date Sign 9 Here PATRICK MCHUGH EXECUTIVE DIRECTOR Type or print name and title Print/Type preparer's name Preparer's Signature Date l:l PTIN Check It P00288314 Pald self?employed Preparer Firm 5 name GELMAN ROSENBERG 8L FREEDMAN Firm 3 EIN 52-1392008 U59 Only Firm's address 4550 MONTGOMERY AVE SUITE 800N Phone no (301) 951-9090 BETHESDA, MD 208142930 May the IRS discuss this return With the preparer shown above7 (see instructionsFor Paperwork Reduction Act Notice, see the separate instructions. Cat No 11282Y Form 990 (2018) Form 990 (2018) Page 2 Part Statement of Program Service Accomplishments Check if Schedule 0 contains a response or note to any line In this Part . . . . . . . . . . . . . . 1 Briefly describe the organization's mi55ion PRIORITIES USA FIGHTS TO MOBILIZE EVERY AMERICAN POSSIBLE ON THE IMPORTANT ISSUES THAT AFFECT THEIR LIVES - AND BUILDING A STATE-OF-THE-ART RESEARCH, DIGITAL, AND COMMUNICATIONS INFRASTRUCTURE TO DO IT TO THAT END, PRIORITIES MISSION IS TO (SEE SCHEDULE 0) ENSURE THE DEMOCRATIC PROCESS IS ACCESSIBLE TO EVERY CITIZEN 2 Did the organization undertake any Significant program serVIces during the year which were not listed on thepriorForm9900r990-EZ7 . . . . . . . . . . . . . . . . . . . . . l:lYes .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 l:lYes-No If "Yes," describe these changes on Schedule 0 4 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 4a (Code (Expenses 10,157,934 including grants of 2,080,565 (Revenue See Additional Data 4b (Code (Expenses 7,269,642 including grants of (Revenue See Additional Data 4c (Code (Expenses including grants of (Revenue 4d Other program serVIces (Describe in Schedule 0 (Expenses including grants of (Revenue 4e Total program service expenses? 17,427,576 Form 990 (2018) Form 990 (2018Schedule A Page 3 Part IV Checklist of Required Schedules Yes No Is the organization described In section 501(c)(3) or 4947(a)(1) (other than a prIvate foundation)? If "Yes,? complete 1 No Is the organization reqUIred to complete Schedule 5, Schedule of Contributors (see instructions)? *3 . 2 YES Did the organization engage In direct or indirect political campaign actIVItIes on behalf of or In oppOSItIon to candidates Yes for public of?ce? If ?Yes," complete Schedule C, Part I 3 Section 501(c)(3) organizations. Did the organization engage In lobbying actIVIties, or have a section 501(h) election In effect during the tax year? If ?Yes, complete Schedule C, Part ll 4 Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or Similar amounts as defined In Revenue Procedure 98-19? If ?Yes, complete Schedule C, Part . 5 0 Did the organization maIntaIn any donor adVIsed funds or any Similar funds or accounts for donors have the rIght to prOVIde adVIce on the dIstrIbutIon or Investment of amounts In such funds or accounts? If ?Yes, complete Schedule D, Pan? 6 0 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 ll 7 0 Did the organization maIntaIn collections of works of art, historical treasures, or other sImIIar assets? If ?Yes, complete Schedule D, Pan? 3 0 Did the organization report an amount In Part X, IIne 21 for escrow or custodial account serve as a custodian for amounts not listed In Part X, or prowde credit counseIIng, debt management, credit repair, or debt negotIatIon serVIces?If "Yes, complete Schedule D, Part IV 9 0 Did the organizatIon, directly or through a related organIzation, hold assets In temporarily restrIcted endowments, 10 No permanent endowments, or quasI-endowments? If ?Yes," complete Schedule D, Pan? If the organization?s answer to any of the followmg questIons Is "Yes," then complete Schedule D, Parts VI, VII, IX, or as applicable Did the organizatIon report an amount for land, bUIldIngs, and eqUIpment In Part X, line 10? If ?Yes, complete Schedule D, Pan11-3 es Did the organizatIon report an amount for Investments?other securIties In Part X, IIne 12 that Is 5% or more of Its total assets reported In Part X, line 16? If "Yes," complete Schedule D, Part VII . 11b 0 Did the organizatIon report an amount for Investments?program related In Part X, IIne 13 that IS 5% or more of Its total assets reported In Part X, IIne 16? If ?Yes, complete Schedule D, Part 93' . . 11C 0 Did the organizatIon report an amount for other assets In Part X, IIne 15 that Is 5% or more of Its total assets reported In PartX, line 16? If ?Yes complete Schedule D, Part Did the organizatIon report an amount for other In Part X, IIne 25? If ?Yes,? complete Schedule D, PartX .al 11e Yes Did the organizatIon?s separate or consolidated finanCIal statements for the tax year Include a footnote that addresses 11f Yes the organizatIon's for uncertaIn tax p05Itions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, PartX Did the organizatIon obtaIn separate, Independent audited ?nancial statements for the tax year? If "Yes, complete Schedule D, Parts Was the organization Included In consolidated, Independent audIted finanCIal statements for the tax year? 12b Yes If "Yes, and If the organizatron answered "No? to lIne 12a, then completmg Schedule D, Parts XI and XII Is optional Is the organization a school descrIbed In section If ?Yes," complete Schedule 13 0 Did the organizatIon maIntaIn an of?ce, employees, or agents outSIde of the UnIted States? 14a No Did the organizatIon have aggregate revenues or expenses of more than $10,000 from grantmakIng, fundraismg, busmess, Investment, and program serVIce actIVIties the United States, or aggregate foreign Investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts Did the organizatIon report on Part IX, column (A), line 3, more than $5,000 of grants or other a55Istance to or for any foreIgn organizatIon? If ?Yes, complete Schedule F, Part5 II and IV . 15 N0 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 and IV . 16 N0 Did the organizatIon report a total of more than $15,000 of expenses for profeSSIonal fundraismg serVIces on Part IX, 17 Yes column (A), lines 6 and 11e? If ?Yes," complete Schedule G, Part l(see InstructIons) Did the organizatIon report more than $15,000 total of fundraISIng event gross Income and contrIbutIons on Part IInes 1c and 8a? If "Yes," complete Schedule G, Part ll . 13 N0 Did the organizatIon report more than $15,000 of gross Income from gamIng actIVItIes on Part line 9a? If ?Yes," 19 complete Schedule G, Part . . . . . . . . . . 0 Did the organizatIon operate one or more hospital If ?Yes,? complete Schedule . 20a No If "Yes" to line 20a, dId the organIzatIon attach a copy of Its audited finanCIal statements to thIs return? 20b Did the organizatIon report more than $5,000 of grants or other assIstance to any domestIc organizatIon or domestic 21 Yes government on Part IX, column (A), IIne 1? If "Yes,? complete Schedule I, Parts I and II . W. Did the organizatIon report more than $5,000 of grants or other aSSIstance to or for domestic IndiVIduaIs on Part IX, 22 6- 0 column (A), line 2? If "Yes, complete Schedule I, Parts I and . Form 990 (2018) Form 990 (2018) Page 4 Part IV Checklist of Required Schedules (continued) Yes No 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 23 Yes Schedule] . 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 If "No, go to line 25a . . . . . 24a No Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? . 24b 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 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," 25 complete Schedule L, Partl . . . . a 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 25b No If"Yes,"complete Schedule L, PanDid 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? 26 No Ii If Yes, complete Schedule L, Part ll . 27 Did the organization prowde a grant or other a55istance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member 27 No of any of these persons? If "Yes, complete Schedule L, Part . 28 Was the organization a party to a busmess transaction With one of the fo 0Wing parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions) a A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, a- Part family member of a current or former officer, director, trustee, or key employee? If "Yes, complete Schedule L, Parth . 28b No 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 . 23C es 29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes,? complete Schedule . 29 No 30 Did the organization receive contributions of art, historical treasures, or other Similar assets, or qualified conservation contributions? If "Yes, complete Schedule 30 N0 31 Did the organization liqUIdate, terminate, or dissolve and cease operations? If ?Yes," complete Schedule N, Pan?l . 31 32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If ?Yes, complete Schedule N, Part ll . 32 N0 33 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, Partl . 33 N0 34 Was the organization related to any tax-exempt or taxable entity? If "Yes, complete Schedule R, PanPartV,line1 35a Did the organization have a controlled entity Within the meaning of section 512(b)(13)? 35a N0 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)7 If "Yes," complete Schedule R, Part V, line 2 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, Pan? VI 37 N0 38 Did the organization complete Schedule 0 and prowde explanations in Schedule 0 for Part VI, lines 11b and 19? Note. All Form 990 filers are reqUIred to complete Schedule 0 . 38 Yes Statements Regarding Other IRS Filings and Tax Compliance Check if Schedule 0 contains a response or note to any line in this PartV . l:l Yes No 1a Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable . . 1a 44 Enter the number of Forms W-ZG included in line 1a Enter -0- if not applicable 1b 0 Did the organization comply With backup Withholding rules for reportable payments to vendors and reportable gaming (gambling) Winnings to prize WinnersYes Form 990 (2018) Form 990 (2018) Page 5 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, ?led for the calendar year ending With or Within the year covered by 2a 80 If at least one is reported on line 2a, did the organization file all reqUIred federal employment tax returns? 2b Yes Note.If the sum of lines 1a and 2a is greater than 250, you may be reqUIred to e-file (see instructions) 3a Did the organization have unrelated busmess gross income of $1,000 or more during the year? 3a Yes If ?Yes," has it Filed a Form 990-T for this year7If "No? to line 3b, prowcle an explanation in Schedule 0 3b Yes 4a At any time during the calendar year, did the organization have an interest in, or a Signature or other authority over, a 4a No finanCIal account in a foreign country (such as a bank account, securities account, or other financial account)? If "Yes," enter the name of the foreign country See instructions for filing reqUIrements for 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? 5a No Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? 5b No If "Yes," to line 5a or 5b, did the organization file Form 8886-T7 5c 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization 6a Yes what any contributions that were not tax deductible as charitable contributions? If "Yes," did the organization include With every SOIICItation an express statement that such contributions or gifts were not tax deductible? 6b Yes 7 Organizations that may receive deductible contributions under section 170(c). a Did the organization recewe a payment in excess of $75 made partly as a contribution and partly for goods and serVIces 7a provided to the payor7 If "Yes," did the organization notify the donor of the value of the goods or serVIces prowded" 7b Did the organization sell, exchange, or otherWIse dispose of tangible personal property for which it was reqUIred to file Form82827 7c If "Yes," indicate the number of Forms 8282 filed during the year . . . . 7d Did the organization recewe any funds, directly or indirectly, to pay premiums on a personal benefit contract? 7e Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 7f 9 If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as reqUIred7 79 If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form . 7h 8 Sponsoring organizations maintaining donor advised funds. Did a donor adVIsed fund maintained by the sponsoring organization have excess busmess holdings at any time during the year? 8 9a Did the sponsoring organization make any taxable distributions under section 4966? 9a Did the sponsoring organization make a distribution to a donor, donor adVIsor, or related person? 9b 10 Section 501(c)(7) organizations. Enter a Initiation fees and capital contributions included on Part line 12 . . . 10a Gross receipts, included on Form 990, Part line 12, for public use of club faCIlities 10b 11 Section 501(c)(12) organizations. Enter a Gross income from members or shareholders . . . . . . . . . 11a Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them . . . . . . . . . . 11b 12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041? 12a If "Yes," enter the amount of tax-exempt interest received or accrued during the year 12 13 Section 501(c)(29) qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state? Note. See the instructions for additional information the organization must report on Schedule 0 13a Enter the amount of reserves the organization is reqUIred to maintain by the states in which the organization is licensed to issue qualified health plans . . . . 13b Enter the amount of reserves on hand . . . . . . . . . . . . 13c 14a Did the organization receive any payments for indoor tanning serVIces during the tax year? 14a No If "Yes," has it filed a Form 720 to report these paymentsUf prowde an explanation in Schedule 0 . 14b 15 Is the organization subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or excess parachute payment(s) during the year? If "Yes," see instructions and file Form 4720, Schedule . . 15 N0 16 Is the organization an educational institution subject to the section 4968 eXCIse tax on net investment income? If "Yes," complete Form 4720, Schedule 0 . 15 N0 Form 990 (2018) Form 990 (2018) Page 6 Part VI Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the Circumstances, processes, or changes in Schedule 0 See instructions Check if Schedule 0 contains a response or note to any line In this Part Section A. Governing Body and Management Yes No 1a Enter the number of voting members of the governing body at the end of the tax year 1a 8 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 Enter the number of voting members included in line 1a, above, who are independent 1b 7 2 Did any officer, director, trustee, or key employee have a family relationship or a bu5ineSS relationship With any other officer, director, trustee, or key employeeDid the organization delegate control over management duties customarily performed by or under the direct superVISion 3 No of officers, directors or trustees, or key employees to a management company or other person? 4 Did the organization make any Significant changes to itS governing documents Since the prior Form 990 was filed? . 4 N0 5 Did the organization become aware during the year of a Significant diverSion of the organization's assets? 5 No Did the organization have members or stockholders? 6 No 7a Did the organization have members, stockholders, or other persons who had the power to elect or appomt one or more membersofthegoverningbodyAre any governance deCISionS of the organization reserved to (or subject to approval by) members, stockholders, or 7b No persons other than the governing bodyDid the organization contemporaneously document the meetings held or written actions undertaken during the year by the followmg 8aYes Each committee With authority to act on behalf of the governing bodythere 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," prowde the names and addresses in Schedule Section B. Policies (This Section requests information about poliCies not reqUired by the Internal Revenue Code.) Yes No 10a Did the organization have local chapters, branches, or affiliates"Yes," did the organization have written pOl C es and procedures governing the actIVIties of such chapters, affiliates, and branches to ensure thalr operations are conSistent With the organization's exempt purposes? 10b 11a Has the organization prowded a complete copy of this Form 990 to all members of its governing body before filing the Describe in Schedule 0 the process, if any, used by the organization to reVIew this Form 990 12a Did the organization have a written conflict of interest policy? If "No, go to line 12a Yes Were officers, directors, or trustees, and key employees reqUIred to disclose annually interests that could give rise to 12bYes Did the organization regularly and conSistently monitor and enforce compliance With the policy? If ?Yes," describe in ScheduleOhowthiswasdone . . . . . . . . . . . . . . . . . . . 12: Yes 13 Did the organization have a written Whistleblower policyDid the organization have a written document retention and destruction policyDid the process for determining compensation of the followmg persons include a reweW and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and deCISion7 The organization?s CEO, Executive Director, or top management offICIal . . . . . . . . . . . 15a No Other officers or key employees of the organization . . . . . . . . . . . . . . . . 15b 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 pint venture or Similar arrangement With a taxableentityduringtheyear"Yes," did the organization follow a written policy or procedure reqUIring the organization to evaluate itS participation in mint venture arrangements under applicable federal tax law, and take steps to safeguard the organization?s exempt status With respect to such arrangements16b Section C. Disclosure 17 List the States With which a copy of this Form 990 iS reqUIred to be filed? 18 Section 6104 reqUIres an organization to make itS Form 1023 (or 1024-A 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 l:l Own webSite l:l Another's webSite Upon request l:l Other (explain in Schedule O) 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 PSTEVEN MELE 611 AVE SE 143 WASHINGTON, DC 20003 (202) 552-0221 Form 990 (2018) Form 990 (2018) Page 7 Part VII 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 1a Complete this table for all persons reqUIred to be listed Report compensation for the calendar year ending With or Within the organization?s tax year 0 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 0 List all of the organization?s current key employees, if any See instructions for definition of "key employee 0 List the organization's five current highest compensated employees (other than an officer, director, trustee or key employee) who recewed 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 0 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 0 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 followmg order indIVIdual trustees or directors, institutional trustees, officers, key employees, highest compensated employees, and former such persons l:l Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee (A) (B) (C) (D) (E) (F) Name and Title Average P05ition (do not check more Reportable Reportable Estimated hours per than one box, unless compensation compensation amount of other week (list person is both an officer from the from related compensation any hours and a director/trustee) organization organizations from the for related I 'n (W- 2/1099- (W- 2/1099- organization and organizations El. 3 MISC) MISC) related below dotted g) T9- E7 3 organizations line) 1151;- ?33?"(1) GUY CECIL 30 00 250,000 0 13,416 PRESIDENT (2) KIM KAUFFMAN 1 00 0 0 0 DIRECTOR (3) HAROLD ICKES 0 10 0 0 0 DIRECTOR (4) MAYA HARRIS 0 10 0 0 0 DIRECTOR (THROUGH 09/18) (5) JESSICA REEVES 0 10 0 0 0 DIRECTOR (6) KASIM REED 0 10 0 0 0 DIRECTOR (7) RANDI WEINGARTEN 0 10 0 0 0 DIRECTOR (8) STEPHANIE SCHRIOCK 0 10 0 0 0 DIRECTOR (9) LEE SAUNDERS 0 10 0 0 0 DIRECTOR (BEGAN 09/18) (10) PATRICK MCHUGH 30 00 250,000 0 9,081 TREASURER (11) JILL SHESOL 30 00 127,083 0 5,182 CFO (12) RORY STEELE 24 00 170,135 0 11,379 VOTING RIGHTS PROGRAMS DIRECTOR (13) DANIELLE BUTTERFIELD 30 00 160,000 0 6,319 DIRECTOR OF ADVERTISING (14) JOSH SCHWERIN 30 00 146,364 0 6,897 DIRECTOR OF COMMUNICATIONS (15) ROB FLAHERTY 30 00 130,000 0 6,184 CREATIVE DIRECTOR (16) KATHERINE DRAPCHO 30 00 129,375 0 6,596 DIRECTOR OF POLLING RESEARCH (17) JENNIFER STOWE 30 00 115,625 0 6,191 DIGITAL CHIEF OF STAFF Form 990 (2018) Form 990 (2018) Page 8 Part VII Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (A) (B) (C) (D) (E) (F) Name and Title Average P05ition (do not check more Reportable Reportable Estimated hours per than one box, unless person compensation compensation amount of other week (list is both an officer and a from the from related compensation any hours director/trustee) organization (W- organizations (W- from the for related C: 3 7: m, I 'n organization and organizations 3-. .3 3 ,5 related below dotted g; g: E- 3 organizations line1bSub-Total . . . . . . . . . . Total from continuation sheets to Part VII, Section A . . . . dTotal (add lines 1b and 1c) . 1,478,582 0 71,245 2 Total number of ihdiViduals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization 12 Yes No 3 Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes, complete Schedule for such indiwcluai? . 3 No 4 For any indiVidual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If ?Yes, complete Schedule for such incliwcluai' 4 Yes 5 Did any person listed on line 1a receive or accrue compensation from any unrelated organization or indiVidual for serVIces rendered to the organizationUf ?Yes, complete Schedule 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) (B) (C) Name and busmess address Description of serwces Compensation PERKINS COIE LLP LITIGATION SERVICES 5,499,407 1201 THIRD AVE STE 4900 98101 CIVIS ANALYTICS INC DATA ANALYTICS AND TESTING 1,566,776 200 MONROE ST STE 2200 CHICAGO, IL 60606 THE KAUFFMAN GROUP FUNDRAISING CONSULTING 270,544 208 EYE ST NE FL 2 WASHINGTON, DC 20002 GLOBAL STRATEGY GROUP LLC POLLING SERVICES 265,000 215 PARK AVE FL 15 NEW YORK, NY 10003 POLLING SERVICES 184,000 HART RESEARCH ASSOCIATES 1724 CONNECTICUT AVE NW WASHINGTON, DC 20009 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 12 Form 990 (2018) Form 990 (2018) Part Statement of Revenue Check if Schedule 0 contains a response or note to any line In this Part Page 9 El (A) Total revenue (B) Related or exempt Function revenue (C) Unrelated busmess revenue (D) Revenue excluded from tax under sections 512 - 514 'lar Amounts Contributions, Gifts, Grants imI and Other 1a Federated campaigns Membership dues Fundraismg events . Related organizations All other contributions, gifts, grants, and Similar amounts not included 1f above 9 Noncash contributions included in lines Government grants (contributions) I 1e I 18,418,025 18,418,025 Program Serwce Revenuv Busmess Code 2a All other program serVIce revenue 9Total. Add lines 2a?2ic . . . . Other Revenue Similar amounts) 4 Income from investment of tax-exempt bond proceeds 5 Royalties 3 Investment income (including diVidends, interest, and other Real (ii) Personal 6a Gross rents Less rental expenses Rental income or (loss) Net rental income or (loss) Securities (ii) Other 7a Gross amount from sales of assets other than inventory Less cost or other ba5is and sales expenses Gain or (loss) Net gain or (loss) . 83 Gross income from Fundraismg events (not including of contributions reported on line 1c) See Part IV, line 18 . . . . a bLess directexpenses . . . Net income or (loss) from fundraismg events 9a Gross income from gaming actiwties See Part IV, line 19 bLess directexpenses . . . Net income or (loss) from gaming actIVIties loaGross sales of inventory, less returns and allowances Less cost of goods sold . . Net income or (loss) from sales of inventory Miscellaneous Revenue Busmess Code REVENUE 900099 38,829 38,829 All other revenue eTotal. Add lines 11a?11d 12 Total revenue. See Instructions 38,829 18,456,854 38,829 Form 990 (2018) Form 990 (2018) Page 10 Panlx Statement of Functional Expenses Section 501(c)(3) and 501(c)(4) organizations must complete all columns All other organizations must complete column (A) Check if Schedule 0 contains a response or note to an line in this Part IX . . l:l Do not include amounts reported on lines 6b, (A) Prograglemce Manag?rfizant and (Part Total expenses expenses general expenses Fundraismgexpenses 1 Grants and other a55istance to domestic organizations and 2,080,565 2,030,555 domestic governments See Part IV, line 21 2 Grants and other a55istance to domestic indIVIduals See Part IV, line 22 3 Grants and other a55istance 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 579,205 439,829 75.979 13.397 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 3,599,092 3,128,302 485.235 85.555 8 Pen5ion plan accruals and contributions (include section 401 and 403(b) employer contributions) 9 Other employee benefits 281,646 229,067 47,688 4,891 10 Payroll taxes 336,946 289,074 40,147 7,725 11 Fees for serVIces (non-employees) a Management Legal 6,903,270 6,654,837 226,412 22,021 Accounting 179,540 179,540 Lobbying Professwnal fundraismg serVIces See Part IV, line 17 202,908 202,908 Investment management fees 9 Other (If line 119 amount exceeds 10% of line 25, column 791,739 632,619 38.754 70,366 (A) amount, list line 119 expenses on Schedule O) 12 Adverti5ing and promotion 107,280 104,344 2,854 82 13 Office expenses 213,936 128,609 81,472 3,855 14 Information technology 289,722 246,036 36,156 7,530 15 Royalties 16 Occupancy 384,890 319,967 55,772 9,151 17 Travel 128,618 48,042 8,088 72,488 18 Payments of travel or entertainment expenses for any federal, state, or local public offICIals 19 Conferences, conventions, and meetings 198,492 195,772 701 2,019 20 Interest 21 Payments to affiliates 22 DepreCIation, depletion, and amortization 3,332 3.332 23 Insurance 35,459 31,225 3,288 946 24 Other expenses Itemize expenses not covered above (List miscellaneous expenses in line 24a If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule 0 a POLLING SERVICES 2,452,845 2,398,631 49,559 4,655 LEGISLATIVE MONITORING 400,000 400,000 CREDIT CARD PROC FEES 13,293 656 111 12,526 CONTRIBUTION REFUNDS 52 1 51 All other expenses 25 Total functional expenses. Add lines 1 through 24e 19,282,830 17,427,575 1.335.088 520.166 26 Joint costs. Complete this line only if the organization reported in column (B) costs from a combined educational campaign and fundraismg soIICItation Check here l:l if followmg SOP 98-2 (ASC 958-720) Form 990 (2018) Form 990 (2018) Page 11 Part Balance Sheet Check if Schedule 0 contains a response or note to any line In this Part IX . . l:l (A) (B) Beginning of year End of year 1 Cash?non-interest-bearing 11814554 1 2305555 2 Savmgs and temporary cash Investments 2 3 Pledges and grants recewable, net 3 4 Accounts receivable, net 4 5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees Complete 5 PartllofScheduleL . . . . . . . . . . . 6 Loans and other receivables from other disqualified persons (as de?ned under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) 6 voluntary employees' beneFICIary organizations (see instructions) Complete Part II of Schedule . 7 Notes and loans receivable, net 7 Inventories for sale or use 8 9 Prepaid expenses and deferred charges 9 10a Land, and eqUIpment cost or other basis Complete Part VI of Schedule 103 21507 Less accumulated depreCIation 10b 5.401 19,438 10c 16,106 11 Investments?publicly traded securities 11 12 Investments?other securities See Part IV, line 11 12 13 Investments?program-related See Part IV, line 11 13 14 Intangible assets 14 15 Other assets See Part IV, line 11 135,907 15 208,362 16 Total assets.Add lines 1 through 15 (must equal line 34) 1.959.899 16 3.130.124 17 Accounts payable and accrued expenses 245,565 17 2,213,673 18 Grants payable 18 19 Deferred revenue 19 20 Tax-exempt bond liabilities 20 vi 21 Escrow or custodial account liability Complete Part IV of Schedule 21 22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons Complete Part II of Schedule 22 ?1 23 Secured mortgages and notes payable to unrelated third parties 23 24 Unsecured notes and loans payable to unrelated third parties 24 25 Other liabilities (including federal income tax, payables to related third parties, 59.557 25 77.650 and other liabilities not included on lines 17 - 24) Complete Part of Schedule 26 Total liabilities.Add lines 17 through 25 305,122 26 2,291,323 :3 Organizations that follow SFAS 117 (ASC 958), check here and 2 complete lines 27 through 29, and lines 33 and 34. ?5 27 Unrestricted net assets 1,547,410 27 838,801 ?05 28 Temporarily restricted net assets 117,367 28 0 '9 29 Permanently restricted net assets 29 Organizations that do not follow SFAS 117 (ASC 958), 5 check here l:l and complete lines 30 through 34. 30 Capital stock or trust prinCIpal, or current funds . 30 a; 31 Paid-in or capital surplus, or land, or eqUIpment fund 31 32 Retained earnings, endowment, accumulated income, or other funds 32 a 33 Total net assets or fund balances 1,564,777 33 838,801 34 Total liabilities and net assets/fund balances 1,969,899 34 3,130,124 Form 990 (2018) Form 990 (2018) Reconcilliation of Net Assets Page 12 Check If Schedule 0 contaIns a response or note to any lIne In thIs Part XI omummthI-n 10 Total revenue (must equal Part column (A), lIne 12) 1 18,456,854 Total expenses (must equal Part IX, column (A), lIne 25) 2 19,282,830 Revenue less expenses Subtract Me 2 from IIne 1 3 -825,976 Net assets or fund balances at begInnIng of year (must equal Part X, lIne 33, column 4 1,664,777 Net unrealized gaIns (losses) on Investments 5 Donated serVIces and use of 6 Investment expenses 7 PrIor perIod adjustments 8 Other changes In net assets or fund balances (explaIn In Schedule 0) 9 0 Net assets or fund balances at end of year CombIne lInes 3 through 9 (must equal Part X, Me 33, column 10 838,801 Part XII Financial Statements and Reporting Check If Schedule 0 contaIns a response or note to any lIne In thIs Part 2a 3a AccountIng method used to prepare the Form 990 l:l Cash Accrual l:l Other If the organIzatIon changed Its method of accountmg from a prIor year or checked "Other," explaIn In Schedule 0 Were the organIzatIon?s fInanCIal statements comleed or reVIewed by an Independent accountant? If ?Yes,? check a box below to IndIcate whether the fInanCIal statements for the year were complied or reVIewed on a separate ba5Is, consoIIdated ba5Is, or both l:l Separate ba5Is l:l ConsolIdated ba5Is l:l Both consolldated and separate ba5Is Were the organIzatIon?s fInanCIal statements audIted by an Independent accountant? If ?Yes,? check a box below to IndIcate whether the fInanCIal statements for the year were audIted on a separate ba5Is, consolldated ba5Is, or both l:l Separate ba5Is ConsolIdated ba5Is l:l Both consolldated and separate ba5Is If "Yes," to lIne 2a or 2b, does the organIzatIon have a commIttee that assumes for overSIght of the audIt, reVIew, or compIIatIon 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 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 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 Yes Form 990 (2018) Additional Data Software ID: Software Version: EIN: 47-4596232 Name: PRIORITIES USA Form 990 (2018) Form 990, Part Line 4a: DIGITAL DURING THE 2018 CALENDAR YEAR, PRIORITIES EXPANDED ITS ACTIVITIES T0 FURTHER DEVELOP OUR LONG-TERM RESEARCH, DIGITAL AND COMMUNICATIONS PROGRAM TO MOBILIZE EVERY AMERICAN POSSIBLE ON ISSUES THAT AFFECT THEIR LIVES THAT INCLUDED CONDUCTING RESEARCH TO IDENTIFY THE BEST METHODS AND MEDIUMS TO REACH THOSE IMPACTED BY POLICY DECISIONS, AND THEN COMMUNICATING DIRECTLY TO THESE CITIZENS ON VITAL ISSUES VIA DIGITAL COMMUNICATIONS EISEIHJ. iHOdd?S GEIHHOM (E CINV EDNO GI HELLOA SV EISEIHJ. NELLSAS HHO (Z BNIWODEIEI NOEH DNIHOLINOIAI (I EIHEIM SVEIHV EISEIHJ. NOISSIN EIHEIM EIM SVEIHV NIVW EIEIHHJ. NO MEI iHOddEl SIHJ. EIM NEIZLLD OJ. SI DILVHDONEICI DNIHHSNEI NOISSIN 8102 SLHOIH DNLLOA ?Ed '066 ?110d Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493305018279I SCHEDULE (3 Political Campaign and Lobbying Activities (firm 990 or 990? For Organizations Exempt From Income Tax Under section 501(c) and section 527 2 0 1 8 PComplete if the organization is described below. >Attach to Form 990 or Form 990-EZ. Open to Public or the Treasur? to for instructions and the latest information. Inspection Internal Rex enue Sen ice If the organization answered "Yes" on Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then a Section 501(c)(3) organizations Complete Parts l-A and Do not complete Part l-C 0 Section 501(c) (other than section 501(c)(3)) organizations Complete Parts l-A and below Do not complete Part I-B a Section 527 organizations Complete Part I-A only If the organization answered "Yes" on Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then 0 Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part ll-A Do not complete Part 0 Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)) Complete Part Do not complete Part ll-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 0 Section 501(c)(4), (5), or (6) organizations Complete Part Name of the organization Employer identification number PRIORITIES USA 47-4596232 Complete if the organization is exempt under section 501(c) or is a section 527 organization. 1 Prowde a description of the organization's direct and indirect political campaign actIVIties in Part IV (see instructions for definition of ?political campaign actIVIties?) 2 Political campaign actIVIty expenditures (see instructions) 6,418,373 3 Volunteer hours for political campaign actIVIties (see instructions) 0 Complete if the organization is exempt under section 501(c)(3). 1 Enter the amount of any tax incurred by the organization under section 4955 2 Enter the amount of any tax incurred by organization managers under section 4955 3 If the organization incurred a section 4955 tax, did it file Form 4720 for this yearcorrection made7 El Yes El No If "Yes," describe in Part IV Complete if the organization is exempt under section 501(c), except section 501(c)(3). 1 Enter the amount directly expended by the filing organization for section 527 exempt function actiwties 5,004,280 Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function actIVIties 1,414,093 Total exempt function expenditures Add lines 1 and 2 Enter here and on Form 1120-POL, line 17b 5 418 373 4 Did the filing organization file Form 1120-POL for this year? El Yes No 5 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 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, prowde information in Part IV Name Address EIN Amount paid from Amount of political filing organization?s contributions recewed funds If none, enter and and -0- directly delivered to a separate political organization If none, enter -0- (1) PRIORITIES USA ACTION 1030 15TH ST NW STE 950W 37-1635320 1,334,093 WASHINGTON, DC 20005 (2) RUN FOR SOMETHING PAC 220 I ST NE STE 280 81-5222116 30,000 WASHINGTON, DC 20002 (3) LIST NON-FEDERAL 1800 ST NW 52-1391360 50,000 WASHINGTON, DC 20036 4 5 6 For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ. Cat No 500845 Schedule (Form 990 or 990-EZ) 2018 Schedule (Form 990 or 990-EZ) 2018 Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)). Page 2 A Check l:l IF the organizatIon belongs to an affiliated group (and list In Part IV each affiliated group member's name, address, EIN, Check l:l If the fIlIng organizatIon checked box A and "lImIted control" prOVISIons apply expenses, and share of excess lobbying expenditures) Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.) Filing organIzation's totals Affiliated group totals 1a 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 1a and 1b) Other exempt purpose expendItures Total exempt purpose expendItures (add lines 1c and 1d) Lobbying nontaxable amount Enter the amount from the Followmg table In both columns If the amount on line 1e, column or is: The lobbying nontaxable amount is: Not over $500,000 20% of the amount on Ine 1e Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000 Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000 Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000 Over $17,000,000 $1,000,000 9 Grassroots nontaxable amount (enter 25% of line if) Subtract lIne lg from line 1a If zero or less, enter -0- i Subtract lIne 1f from line 1c If zero or less, enter -0- 1 If there Is an amount other than zero on eIther line lb or lIne 1i, did the organization ?le Form 4720 reporting l:l l:l 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 ?scal year beginning In) 2015 2016 2017 2018 Total 2a LobbyIng nontaxable amount LobbyIng ceiling amount (150% of Me 2a, column(e)) Total lobbying expendItures Grassroots nontaxable amount Grassroots ceiling amount (150% of Me 2d, column Grassroots lobbyIng expenditures Schedule (Form 990 or 990-EZ) 2018 Schedule (Form 990 or 990-EZ) 2018 Page 3 Part II-B Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)). a For each ?Yes" response on [Ines 1a through 11 below, prowde In Part IV a detailed descrIptIon of the actIVIty Yes No Amount 1 During the year, dId the fIlIng organization attempt to Influence foreign, national, state or local legislation, Including any attempt to influence public opInion on a legislative matter or referendum, through the use of Volunteers? Paid staff or management (include compensation In expenses reported on lines 1c through Media advertisements? Mailings to members, legislators, or the public? Publications, or published or broadcast statements? Grants to other organizations for lobbying purposes? Direct contact With legislators, their staffs, government offICIals, or a legislative body? Rallies, demonstrations, semInars, conventions, speeches, lectures, or any Similar means? Other actIVItIes7 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)? If "Yes," enter the amount of any tax incurred under section 4912 If "Yes," enter the amount of any tax incurred by organization managers under section 4912 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). Yes No 1 Were substantially all (90% or more) dues received nondeductible by members? 1 2 Did the organization make only In-house lobbying expenditures of $2,000 or less? 2 3 Did the organization agree to carry over lobbying and political expenditures from the prIor year? 3 Part Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either BOTH Part lines 1 and 2, are answered "No" OR (D) Part line 3, is answered ?Yes." 1 Dues, assessments and amounts from members 1 2 SectIon 162(e) nondeducthle lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid). a Current year 23 Carryover from last year 2b Total 2c 3 Aggregate amount reported In section 6033(e)(1)(A) notIces of nondeducthle sectIon 162(e) dues 3 4 If notices were sent and the amount on IIne 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 Supplemental Information Prowde the descriptions reqUIred for Part l-A, Ine 1, Part l-B, Me 4, Part l-C, line 5, Part II-A (affiliated group lIst), Part II-A, Ines 1 and 2 (see instructIons), and Part line 1 Also, complete thIs part for any additIonal InformatIon Return Reference Explanation PART I-A, LINE 1 PRIORITIES USA MADE GRANTS AND ENGAGED IN COMMUNICATIONS THAT SUPPORTED PROGRESSIVE CANDIDATES FOR PUBLIC OFFICE PART I-C, LINE 4 THE ORGANIZATION HAD LESS THAN $100 OF INVESTMENT INCOME THEREFORE, FORM 1120-POL WAS NOT REQUIRED Schedule (Form 990 or 990EZ) 2018 Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493305018279I OMB No 1545-0047 SCHEDULE Supplemental FinanCIal Statements 2018 Complete if the organization answered "Yes," on Form 990, Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b. Department ofthe Trensiin Attach to Form 990. Open to Public Iniemnl Rm enue semce Go to for the latest information. Inspection Name of the organization Employer identification number PRIORITIES USA 47-4596232 Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6. 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 excluswe legal control? I: Yes No 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 Nu 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) l:l Preservation of land for public use (e recreation or education) l:l Preservation of an historically important land area l:l Protection of natural habitat l:l Preservation of a certified historic structure l:l Preservation of open space 2 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 a Total number of conservation easements 2a Total acreage restricted by conservation easements 2b Number of conservation easements on a certified historic structure included in 2c Number of conservation easements included in achIred after 7/25/06, and not on a historic 2d structure listed in the National Register 3 Number of conservation easements modified, transferred, released, or terminated by the organization during the tax year Number of states where property subject to conservation easement is located 5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of Violations, 7 and enforcement of the conservation easements it holds El Yes No 6 Staff and volunteer hours devoted to monitoring, inspecting, handling of Violations, and enforcmg conservation easements during the year 7 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 and section El Yes El No 9 In Part 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 Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets. Complete if the organization answered "Yes" on Form 990, Part IV, line 8. 1a 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, pr0Vide, in Part the text of the footnote to its finanCIal statements that describes these items 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, prowde the followmg amounts relating to these items Revenue included on Form 990, Part line 1 (ii)Assets included in Form 990, Part 2 If the organization received or held works of art, historical treasures, or other Similar assets for finanCIal gain, prOVide the followmg amounts reqUIred to be reported under SFAS 116 (ASC 958) relating to these items 3 Revenue included on Form 990, Part line 1 Assets included in Form 990, Part For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 52283D Schedule (Form 990) 2018 Schedule (Form 990) 2018 Page 2 Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued) 3 Usmg the organIzatIon's achISItion, accessmn, and other records, check any of the followmg that are a SignIfIcant use of Its collection Items (check all that apply) l:l Public exhibitIon l:l Loan or exchange programs l:l Scholarly research Other l:l Preservation for future generations a description of the organIzatiori's collections and explain how they further the organization?s exempt purpose In Part During the year, dId the organization so ICIt or receive donations of art, historical treasures or other assets to be sold to raise funds rather than to be maintaIned as part of the organization?s collection? El Yes El 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. 1a Is the organization an agent, trustee, custodian or other Intermediary for contributions or other assets riot Included on Form 990, Part l:l Yes l:l No If "Yes," explaIn the arrangement In Part and complete the followmg table Amount Beginning balance 1C AddItIons durIng the year 1d Distributions durIng the year 18 EndIng balance 1f 2a Did the organizatIon Include an amount on Form 990, Part X, line 21, for escrow or custodIal account lIability7 . . . Yes No If "Yes," explaIri the arrangement In Part Check here If the explanatIon has been prOVIded In Part . . . . l:l Endowment Funds. Complete If the organIzatIon answered "Yes" on Form 990, Part IV, Ine 10. 1a 00.05" -h 3a 4 (a)Current year (b)PrIor year (c)Two years back (d)Three years back (e)Four years back BegInnIng of year balance ContrIbutIons Net Investment earnings, gains, and losses Grants or scholarships Other expendItures for faCIlitIes and programs AdmInistrative expenses End of year balance the estImated percentage of the current year end balance (line 1g, column held as Board deSIgnated or quaSI-endowment Permanent endowment TemporarIly restrIcted endowment The percentages on lInes 2a, 2b, and 2c should equal 100% Are there endowment funds not In the posseSSIon of the organizatIon that are held and admInIstered for the organization by Yes No unrelated organizations . . . . . . . . . . . . . . . . . 3a(i) (ii) related organizations . . . . . . . . . . . . . . . . . 3a(ii) If "Yes" on are the related organIzations Isted as reqUIred on Schedule Describe In Part the Intended uses of the organIzation's endowment funds Land, Buildings, and Equipment. Complete If the or anIzatIon answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10. Description of property Cost or other Cost or other (other) Accumulated depreCIatIon Book value (Investment) 1a Land BUIldIngs Leasehold Improvements 21,507 5,401 16,106 EqUIpment Other . . . Total. Add lines 1a through 1e (Column must equal Form 990, Part X, column (B), line 10(c)) . . 16,106 Schedule (Form 990) 2018 Schedule (Form 990) 2018 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. Description of security or category Method of valuation (including name of security) Book Cost or end-of-year market value value (1) FinanCIal derivatives (2) Closely-held eqUIty interests (3)0ther (A) (B) (C) (D) (E) (F) (G) (H) Total. (Column must equal Falm 990, Part X, col (B) line 12 Investments?Program Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13. Description of investment Book value Method of valuation Cost or end-of-year market value (1) (2) (3) (4) (5) (6) (7) (3) (9) Total. (Column must equal F0lm 990, Part X, col (B) line 13) Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d See Form 990, Part X, line 15 Description Book value (1) SECURITY DEPOSIT 135,907 (2) DUE FROM RELATED PARTY 72,455 (3) (4) (5) (6) (7) (8) (9) Total. (Column must equal Form 990, Part X, col (B) line 15208,362 Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990 Part line 25. 1_ Description of liability Book value (1) Federal income taxes DEFERRED RENT 77,650 (2) Total. (Column must equal F0lm 990, Part X, col (B) line 25) 77,650 2. Liability for uncertain tax p05itions In Part prowde the text of the footnote to the organization's finanCIal statements that reports the organization's liability for uncertain tax p05itions under FIN 48 (ASC 740) Check here if the text of the footnote has been prowded in Part Schedule (Form 990) 2018 Schedule (Form 990) 2018 Page 4 Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete If the organIzatIon answered 'Yes' on Form 990, Part IV, Ine 12a. 1 Total revenue, gaIns, and other support per audIted fInanCIal statements . . . . . . . 1 24,042,061 2 Amounts Included on Ine 1 but not on Form 990, Part Ine 12 a Net unrealized gaIns (losses) on Investments . . . . 2a Donated serVIces and use of faCIlItIes . . . . . . . . . 2b RecoverIes of prIor year grants . . . . . . . . . . . 2c Other (DescrIbe In Part . . . . . . . . . . . . 2d 5,585,207 Add Ines 2a through 5,585,207 3 Subtract Ine 2e from Ine 18,456,854 Amounts Included on Form 990, Part Ine 12, but not on Ine 1 a Investment expenses not Included on Form 990, Part Ine 7b . 4a Other (DescrIbe In Part . . . . . . . . . . . 4b Add Ines Total revenue Add Ines 3 and 4c. (ThIs must equal Form 990, Part I Ine 12 . . . . 5 18,456,854 Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete If the organIzatIon answered 'Yes' on Form 990, Part IV, Ine 12a. Total expenses and losses per audIted FInancIal statements . . . . . . . . . . . 1 25,635,399 2 Amounts Included on Ine 1 but not on Form 990, Part IX, Ine 25 a Donated serVIces and use PrIor year adjustments . . . . . . . . . . . . 2b Other losses . . . . . . . . . . . . . . . . 2c Other (DescrIbe In Part . . . . . . . . . . . . 2d 6,352,569 Add Ines 2a through 6,352,569 3 Subtract Ine 2e from Ine 19,282,830 Amounts Included on Form 990, Part IX, Ine 25, but not on Ine 1: a Investment expenses not Included on Form 990, Part Ine 7b . . 4a Other (DescrIbe In Part . . . . . . . . . . . . 4b Add Ines Total expenses Add Ines 3 and 4c. (ThIs must equal Form 990, Part I, Ine 19,282,830 Supplemental Information the descrIptIons reqUIred for Part II, Ines 3, 5, and 9, Part Ines 1a and 4, Part IV, Ines 1b and 2b, Part V, Ine 4, Part X, Ine 2, Part XI, Ines 2d and 4b, and Part XII, Ines 2d and 4b Also complete thIs part to prOVIde any addItIonal InformatIon Return Reference ExplanatIon See AddItIonal Data Table Schedule (Form 990) 2018 Schedule (Form 990) 2018 Page 5 Supplemental Information (continued) Return Reference Explanation Schedule (Form 990) 2018 Additional Data Supplemental Information Software ID: Software Version: EIN: 47-4596232 Name: PRIORITIES USA Return Reference Explanatlon PART X, LINE 2 FOR THE YEAR ENDED DECEMBER 31, 2018, THE ORGANIZATIONS HAVE DOCUMENTED THEIR CONSIDERATIO OF FASB ASC 740-10, INCOME TAXES, THAT PROVIDES GUIDANCE FOR REPORTING UNCERTAINTY IN IN COME TAXES, AND HAVE DETERMINED THAT NO MATERIAL UNCERTAIN TAX POSITIONS QUALIFY FOR EITHE RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS Supplemental Information Return Reference Explanation PART XI, LINE 2D - OTHER RELATED ENTITY REVENUE THAT IS INCLUDED ON THE CONSOLIDATED 5,585,207 FINANCIAL STATEMENTS ADJUSTMENTS AND EXCLUDED FROM PART Supplemental Information Retu rn Referen ce Explanation PART XII, LINE 2D - OTHER ADJUSTMENTS RELATED ENTITY EXPENSES THAT ARE INCLUDED ON THE 6,352,569 CONSOLIDATED FINANCIAL STATEMENTS AND EXCLUDED FROM PART IX Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493305018279I ?f?gtiggo?) Supplemental Information Regarding 1545'0047 Fundraising or Gaming Activities 2018 Complete if the organization answered "Yes" on Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line Ga - Department ot?tllc Trensun ?Attach to Form 990 or Form 990-EZ. ?pen to_ PUDIIC Iiilemnl enue 551" Ice ?60 to irs gov/Form990 for Instructions and the latest information nspection Name of the organization Employer identification number PRIORITIES USA 47-4596232 Fundraising Activities.Complete if the organization answered "Yes" on Form 990, Part IV, line 17. Form 990-EZ filers are not reqUIred to complete this part. 1 Indicate whether the organization raised funds through any of the followmg actIVIties Check all that apply a Mail soliCitations SoliCitation of non-government grants Internet and email soliCitations SoliCitation of government grants Phone soIICItations SpeCIal fundraismg events In-person soIICItations 2a Did the organization have a written or oral agreement With any indiVidual (including officers, directors, trustees or key employees listed in Form 990, Part VII) or entity in connection With profe55ional fundraismg serVIces'r' Yes No If "Yes," list the ten highest paid indiViduals or entities (fundraisers) pursuant to agreements under which the fundraiser is to be compensated at least $5,000 by the organization Name and address of ihdiVidual (ii) ActIVIty Did (iv) Gross receipts Amount paid to (vi) Amount paid to or entity (fundraiser) fundraiser have from actiwty (or retained by) (or retained by) 0F fundraiser listed in organization control of col contributions? Yes No 1 FUNDRAISING THE KAUFFMAN GROUP 208 EYE ST NE FL 2 No 1,535,050 202,908 1,332,142 WASHINGTON, DC 20002 Total 1,535,050 202,908 1,332,142 3 List all states in which the organization is registered or licensed to soliCit contributions or has been notified it is exempt from registration or licen5ing CAFor Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Cat No 50083H Schedule (Form 990 or 990-EZ) 2018 Schedule (Form 990 or 990-EZ) 2018 Fundraising Events. Complete if the organization answered "Yes" on Form 990, Part IV, line 18, or reported more than $15,000 of fundraismg event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events With gross receipts greater than $5,000. Page 2 Revenue (a)Event #1 Event #2 (c)0ther events (event type) (event type) (total number) Total events (add col through col 1 Gross recalpts . 2 Less Contributions. Gross income (line 1 minus line 2) Direct Expenses Cash prizes Noncash prizes Rent/faCIlity costs Entertainment 4 5 6 7 Food and beverages 8 9 Other direct expenses 10 Direct expense summary Add lines 4 through 9 in column 11 Net income summary Subtract line 10 from line 3, column on Form 990-EZ, line 6a. Gaming. Complete if the organization answered ?Yes" on Form 990, Part IV, line 19, or reported more than $15,000 OJ - Pull tabs/Instant Total gaming (add a Bingo bingo/progresswe bingo Other gaming col through col 82 1 Gross revenue . or 2 Cash prizes 3 3 Noncash prizes 8.5 4 Rent/faCIlity costs 5 5 Other direct expenses lVolunteer labor No No No 7 Direct expense summary Add lines 2 through 5 in column 3 Net gaming income summary Subtract line 7 From line 1, column 9 Enter the state(s) in which the organization conducts gaming actIVIties Is the organization licensed to conduct gaming actIVIties in each of these states? I: Yes No If explain 103 Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? Yes El No If "Yes," explain Schedule (Form 990 or 990-EZ) 2018 Schedule (Form 990 or 990-EZ) 2018 Page 3 11 Does the organization conduct gaming actIVIties With nonmembersthe organization a grantor, bene?CIary or trustee of a trust or a member of a partnership or other entity formed to administer charitable gaming? Yes No 13 Indicate the percentage of gaming actIVIty conducted in a The organization's faCIlity 13a An out5ide faCIlity 13b 14 Enter the name and address of the person who prepares the organization?s gaming/special events books and records Name Address 153 Does the organization have a contract With a third party from whom the organization receives gaming revenue? l:lYes l:lNo If "Yes," enter the amount of gaming revenue received by the organization ?33 and the amount of gaming revenue retained by the third party If "Yes," enter name and address of the third party Name Address 16 Gaming manager information Name Gaming manager compensation Description of serVIces prowded l:l Director/officer l:l Employee l:l Independent contractor 17 Mandatory distributions 3 Is the organization required under state law to make charitable distributions From the gaming proceeds to retain the state gaming license? l:lYes No Enter the amount of distributions reqUIred under state law distributed to other exempt organizations or spent in the organization's own exempt actIVIties during the tax year Supplemental Information. Prowde the explanations reqwred by Part I, line 2b, columns and and Part lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also prowde any additional information. See instructions. Return Reference Explanation Schedule (Form 990 or 990-EZ) 2018 Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493305018279I Note: To capture the full content of this document, please select landscape mode (11" when printing. OMB No 1545-0047 Grants and Other Assistance to Organizations, 2018 Governments and Individuals in the United States Complete if the organization answered "Yes," on Form 990, Part IV, line 21 or 22. Open to Public Department of the Attach to Form 990. I t' Treasury Go to for the latest information. nspec ion Internal Revenue SerVIce Name of the organization Employer identification number PRIORITIES USA 47-4596232 General Information on Grants and Assistance 1 Does the organization maintain records to substantiate the amount of the grants or a55istance, the grantees' eligibility for the grants or a55istance, and the selection criteria used to award the grants or a55istanceDescribe in Part IV the organization's procedures for monitoring the use of grant funds in the United States 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 moment that received more than $5,000 Part II can be duplicated if additional space is needed Name and address of EIN IRC section Amount of cash Amount of non- Method of valuation (9) Description of Purpose of grant organization (if applicable) grant cash (book, FMV, appraisal, noncash a55istance or a55istance or government a55istance other) (1) See Additional Data (10) (11) (12) 2 Enter total number of section 501(c)(3) and government organizations listed in the line 1 table . . . . . . . . . . . . . . . . . 1 3 Enter total number of other organizations listed in the line 1 table . 9 For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50055P Schedule I (Form 990) 2018 Schedule I (Form 990) 2018 Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" on Form 990, Part IV, line 22 Part can be duplicated if additional space IS needed Page 2 Type of grant or a55istance Number of moments Amount of cash grant Amount of noncash a55 stance Method of valuation (book, FMV, appraisal, other) Description of noncash a55istance Supplemental Information. Prowde the information reqUIred in Part I, line 2; Part column and any other additional information. Return Reference Explanation PART I, LINE 2 THE ORGANIZATION RECEIVES REGULAR REPORTS FROM THE GRANTEE ORGANIZATIONS REGARDING THE USAGE OF GRANT FUNDS Schedule I (Form 990) 2018 Additional Data Software ID: Software Version: EIN: 47-4596232 Name: PRIORITIES USA Form 990,Schedule I, Part II, Grants and Other Assistance to Domestic Organizations and Domestic Governments. Name and address of EIN IRC sectlon Amount of cash Amount of non- Method of valuatlon Descriptlon of Purpose of grant organlzatlon If grant cash (book, FMV, appraisal, non-cash aSSIstance or aSSIstance or government aSSIstance other) AMERICA VOTES 26-4568349 25,000 ADVOCACY AND 1155 CONNECTICUT AVE NW GENERAL OPERATIONS STE 600 WASHINGTON, DC 20036 MAJORITY FORWARD 47-4368320 100,000 ADVOCACY AND 700 13TH ST NW STE 600 GENERAL OPERATIONS WASHINGTON, DC 20005 Form 990,Schedule I, Part II, Grants and Other Assistance to Domestic Organizations and Domestic Governments. Name and address of EIN IRC sectlon Amount of cash Amount of non- Method of valuatlon of Purpose of grant organlzatlon If grant cash (book, FMV, appraisal, non-cash a55Istance or a55Istance or government a55Istance other) VOTEVETS ACTION FUND 51-0596352 100,000 ADVOCACY AND PO BOX 10031 GENERAL OPERATIONS PORTLAND, OR 97296 LAS AMERICAS IMMIGRANT 74-2472774 100,000 ADVOCACY CENTER 1500 YANDELL DR EL PASO, TX 79902 ADVOCACY AND GENERAL OPERATIONS Form 990,Schedule I, Part II, Grants and Other Assistance to Domestic Organizations and Domestic Governments. Name and address of EIN IRC sectlon Amount of cash Amount of non- Method of valuatlon Descriptlon of Purpose of grant organlzatlon If grant cash (book, FMV, appraisal, non-cash a55Istance or aSSIstance or government aSSIstance other) LATINO VICTORY PROJECT 46-4651149 25,000 ADVOCACY AND 700 14TH ST NW GENERAL OPERATIONS WASHINGTON, DC 20005 DEMOCRACY CORP 52-2146456 211,471 ADVOCACY AND 1875 CONNECTICUT AVE NW WASHINGTON, DC 20009 GENERAL OPERATIONS Form 990,Schedule I, Part II, Grants and Other Assistance to Domestic Organizations and Domestic Governments. Name and address of EIN IRC sectlon Amount of cash Amount of non- Method of valuatlon Descriptlon of Purpose of grant organlzatlon If grant cash (book, FMV, appraisal, non-cash a55Istance or aSSIstance or government aSSIstance other) COLOR OF CHANGEORG 20-4496889 100,000 ADVOCACY AND 1714 FRANKLIN ST 100-136 GENERAL OPERATIONS OAKLAND, CA 94612 RUN FOR SOMETHING PAC 81-5222116 527 30,000 ADVOCACY AND 220 I ST NE STE 280 GENERAL OPERATIONS WASHINGTON, DC 20002 Form 990,Schedule I, Part II, Grants and Other Assistance to Domestic Organizations and Domestic Governments. Name and address of EIN IRC sectlon Amount of cash Amount of non- Method of valuatlon of Purpose of grant organlzatlon If grant cash (book, FMV, appraisal, non-cash a55Istance or a55Istance or government a55Istance other) LIST NON-FEDERAL 52-1391360 527 50,000 ADVOCACY AND 1800 ST NW GENERAL OPERATIONS WASHINGTON, DC 20036 PRIORITIES USA ACTION 37-1635320 527 1,334,093 ADVOCACY AND 1030 15TH ST NW STE 950 WEST WASHINGTON, DC 20005 GENERAL OPERATIONS Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493305018279I Schedule Compensation Information OMB No 1545-0047 Form 990 For certain Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 2 0 1 8 Complete if the organization answered "Yes" on Form 990, Part IV, line 23. Attach to Form 990. Department ot?the Trensun Go to for instructions and the latest information. Open to Public Iiilemnl enue Senice Ins I ection Name of the organization Employer identification number PRIORITIES USA 47-4596232 Questions Regarding Compensation Yes No 1a Check the approplate box(es) if the organization prOVIded any of the followmg to or for a person listed on Form 990, Part VII, Section A, line 1a Complete Part to prOVIde any relevant information regarding these items El First-class or charter travel Hou5ing allowance or re5idence for personal use El Travel for companions El Payments for business use of personal reSIdence El Tax idemnification and gross-up payments El Health or club dues or initiation fees El Discretionary spending account Personal serVIces (e maid, chauffeur, chef) If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or raimbursement or prOVI5ion Of all of the expenses described above? If complete Part to explain 1b 2 Did the organization reqUIre substantiation prior to reimbursmg or allowmg expenses incurred by all 2 directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? 3 Indicate which, if any, of the followmg the filing organization used to establish the compensation of the organization?s CEO/Executive Director Check all that apply DO not check any boxes for methods used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part El Compensation committee El Written employment contract El Independent compensation consultant El Compensation survey or study El Form 990 of other organizations Approval by the board or compensation committee 4 During the year, did any person listed on Form 990, Part VII, Section A, line 1a, With respect to the filing organization or a related organization a Receive a severance payment or change-Of-control payment? 4a No PartICIpate in, or receive payment from, a supplemental nonqualified retirement plan? 4b NO PartICIpate in, or receive payment from, an eqUIty-based compensation arrangement? 4c NO If "Yes" to any of lines 4a-c, list the persons and prOVIde the applicable amounts for each item in Part Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9. 5 For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any compensation contingent on the revenues of a The organization? Sa NO Any related organization? 5b NO If "Yes," on line 5a or 5b, describe in Part 6 For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any compensation contingent on the net earnings of a The organization? 6a NO Any related organization? 6b No If "Yes," on line 6a or 6b, describe in Part 7 For persons listed on Form 990, Part VII, Section A, line 1a, did the organization prOVIde any nonfixed payments not described in lines 5 and 67 If "Yes," describe in Part 7 No 8 Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was subject to the initial contract exception described in Regulations section 53 If "Yes," describe in Part 8 NO 9 If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53 9 For Paperwork Reduction Act Notice. see the Instructions for Form 990. Cat No 50053T Schedule (Form 990) 2018 ScheduleJ (Form 990) 2018 Page 2 Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed. For each indiVidual whose compensation must be reported on Schedule J, report compensation from the organization on row and from related organizations, described in the instructions, on row (ii) Do not list any ll'lClIVIdualS that are not listed on Form 990, Part VII Note. The sum of columns (B for each listed indiVidual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that indiVidual (A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and (D) Nontaxable (E) Total of columns (F) Compensation in Base (ii) Bonus incentive Other other deferred benefits column (B) reported compensation compensation reportable compensation as deferred on prior compensation Form 990 1 GUY CECIL 250.000 0 0 0 13,416 263,416 0 PRESIDENT (iiPATRICK MCHUGH 250,000 0 0 0 9,081 259,081 0 TREASURER (iiRORY STEELE 170,135 0 0 0 11,379 181,514 0 VOTING RIGHTS PROGRAMS DIRECTOR (iiDANIELLE BUTTERFIELD 160,000 0 0 0 6,319 166,319 0 DIRECTOR OF ADVERTISING (iiJOSH SCHWERIN 146,364 0 0 0 6,897 153,261 0 DIRECTOR OF COMMUNICATIONS (II) 0 0 0 0 Schedule (Form 990) 2018 Schedule (Form 990) 2018 Page 3 Supplemental Information Prowde the Information, explanation, or descriptions reqUIred for Part I, IInes 1aand for Part II Also complete this part for any additional information Schedule (Form 990} 2018 Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493305018279I . . OMB No 1545-0047 Schedule Transactions With Interested Persons (Form 990 or Complete if the organization answered "Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c, or Form 990-EZ, Part V, line 38a or 40b. Attach to Form 990 or Form 990-EZ. 2 0 1 8 to for the latest information. Department oftlie Trensun open to Public Iiilemnl Re\ enue Sen ice I ection Name of the organization Employer identification number PRIORITIES USA 47-4596232 Excess Benefit Transactions (section 501(c)(3), section 501(c)(4), and 501(c)(29) organizations only) Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b 1 Name of disqualified person Relationship between disqualified person and Description of Corrected? organization transaction Yes No 2 Enter the amount of tax incurred by organization managers or disquali?ed persons during the year under section 4958 . . . . . . . . . . . . . . . 3 Enter the amount of tax, If any, on line 2, above, reimbursed by the organization . Loans to and/or From Interested Persons. Complete If the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26, or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22 Name of Relationship Purpose Loan to or from the (e)0rigina (f)Ba ance In (i)Written interested person With organization of loan organization? prinCIpal clue default? Approved by agreement? amount board or committee? To From Yes No Yes No Yes No Total Grants or Assistance Benefiting Interested Persons. Complete if the organization answered "Yes" on Form 990, Part IV, line 27. Name of Interested person Relationship between Amount of a55istance Type of aSSIstance Purpose of a55istance interested person and the organization For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Cat No 50056A Schedule (Form 990 or 990452) 2018 Schedule (Form 990 or 990-EZ) 2018 Business Transactions Involving Interested Persons. Complete If the organlzatlon answered "Yes" on Form 990, Part IV, Ilne 28a, 28b, or 28c. Page 2 Name of Interested person between Interested person and the organlzatlon Amount of transactlon of transactlon Sharing of organization's revenues? Yes No (1) THE KAUFFMAN GROUP THE KAUFFMAN GROUP IS OWNED BY KIM KAUFFMAN, BOARD MEMBER 270,544 PRIORITIES USA PAID THE KAUFFMAN GROUP FOR FUNDRAISING SERVICES THIS PAYMENT FOR SERVICES WAS AT OR BELOW FAIR MARKET VALUE No Supplemental Information Prowde Information for responses to questlons on Schedule (see Instructlons) Return Reference Explanation Schedule {Form 990 or 990-EZI 2018 Iefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493305018279I OMB No 1545-0047 SCHEDULE 0 Supplemental Information to Form 990 or 990-EZ (Form 990 01? 990' Complete to provide information for responses to specific questions on 2 0 1 8 El) Form 990 or 990-EZ or to provide any additional information. Attach to Form 990 or 990-EZ. Open to public Department 0mm Go to for the latest information. Welg?thelbf'glammtlon Employer identification number PRIORITIES USA 47-4596232 990 Schedule 0, Supplemental Information Return Explanatlon Reference FORM 990, THE ORGANIZATION HAS NO SEPARATE COMMITTEES WITH THE AUTHORITY TO ACT ON BEHALF OF THE PART VI, GOVERNING BODY SECTION A, LINE BB 990 Schedule 0, Supplemental Information Return Explanation Reference FORM 990, THE FORM 990 WAS PREPARED BY THE OUTSIDE ACCOUNTANTS AND REVIEWED BY LEGAL COUNSEL A COMP PART VI, LETE COPY OF THE 990 WAS PROVIDED TO THE FULL BOARD PRIOR TO FILING WITH THE IRS SECTION B, LINE 118 990 Schedule 0, Supplemental Information Return Explanation Reference FORM 990, DIRECTORS AND OFFICERS ARE REQUIRED TO DISCLOSE TO THE BOARD ANY FINANCIAL INTEREST IN WHI PART VI, CH THE OFFICER OR DIRECTOR DIRECTLY OR INDIRECTLY HAS A CONFLICT OF INTEREST OFFICERS, DI SECTION B, RECTORS AND KEY EMPLOYEES ARE ALSO REQUIRED TO SIGN A CONFLICT OF INTEREST POLICY ANNUALLY LINE 12C ANY PERSON OR ENTITY THAT IS A PARTY TO A TRANSACTION UNDER CONSIDERATION BY THE BOARD INTERESTED DIRECTOR OR OFFICER) IS REQUIRED TO ABSTAIN FROM VOTING ON THE TRANSACTION FOR 990, PART VI, SECTION B, LINE 14 THE ORGANIZATION IS IN THE PROCESS OF IMPLEMENTING A RITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY 990 Schedule 0, Supplemental Information Return Explanation Reference FORM 990, THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL PART VI, STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST SECTION C. LINE 19 990 Schedule 0, Supplemental Information Return Explanation Reference FORM 990, PART VII, SECTION A REFLECTS REPORTABLE COMPENSATION ISSUED ON W-ZS BY PRIORITIES USA A PART VII, ORTION OF COMPENSATION MAY BE ALLOCATED TO PRIORITIES USA FOUNDATION, AN ORGANIZATION THAT SECTION A DOES NOT MEET THE DEFINITION OF A AS DEFINED IN THE FORM 990 GLOSS ARY PRIORITIES USA FOUNDATION REIMBURSES PRIORITIES USA FOR ALLOCABLE TIME THAT EMPLOYEES SPEND ON FOUNDATION BUSINESS PATRICK MCHUGH, JILL SHESOL AND GUY ALLOCABLE SHARE OF COMPENSATION FOR PRIORITIES USA IS REFLECTED BELOW PATRICK MCHUGH $221,150 SALARY AND $8,034 BENEFITS JILL SHESOL $112,418 SALARY AND $4,584 BENEFITS GUY CECIL $221,150 SALARY AND $11,869 BENEFITS