Return of Organization Exempt From Income Tax OMB No 1545-0047 Form 990 Under section 501(c ), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung 012 benefit trust or private foundation) 12 Department of the Treasury Open to Public return to state reporting requirements Internal Revenue Service ► The organization may have to use a copy of this satisfy A For the 2012 calendar year, or tax year beginning AUG 1 2 012 and ending JUL 31 2013 B check ,f C Name of organization D Employer identification number applicable change STUDENTSFIRST ^echaanng Doin g Business As 27-3659685 return Number and street (or P.O. box if mail is not delivered to street address) Room/suite E Telephone number E::]ated'n 825 K STREET , 2ND FLOOR ( 916 ) 287-9220 Amended return City, town, or post office, state, and ZIP code G Gross receipts $ 21 , 344 , 865. %n°`a SACRAMENTO CA 95814 H(a) Is this a group return pending F Name and address of principal officer MICHELLE RHEE for affiliates) Yes ®No SAME AS C ABOVE H(b) Are all affiliates Included'? DYes 0 No I Tax-exem pt status 501 (c)( 3) ® 501 c 4 ( insert no. ) = 4947(a ) ( 1 ) or 527 If "No," attach a list (see instructions) J Website WWW. S TUDENTSFIRST.ORG H(c) Grou p exem ption number ► K Form of organization: ® Corporation 0 Trust Association 0 Other ► L Year of formation: 2 0 1O M State of le gal domicile: DC Part I Summary W 1 Briefly describe the organization 's mission or most significant activities: BUILD A NATIONAL MOVEMENT TO c DEFEND THE INTERESTS OF CHILDREN IN PUBLIC EDUCATION. E 2 Check this box 0 if the organization discontinued its operations or disposed of more than 25% of its net assets. w ► 0 3 Number of voting members of the governing body (Part VI, line 1 a) 3 8 4 Number of independent voting members of the governing body (Part VI, line 1 b) 4 7 y 5 Total number of individuals employed in calendar year 2012 (Part V, line 2a) 5 178 cSl^ 6 Total number of volunteers (estimate if necessary) 6 7 7 a Total unrelated business revenue from Part VIII, column (C), line 12 7a 0 . b Net unrelated business taxable income from Form 990-T, line 34 7b 0 . Prior Year Current Year 8 Contributions and grants (Part Vill, line 1 h) 15 , 582 , 352. 18 , 650 , 341. r- 9 Program service revenue (Part VIII, line 2g) 0 . 0 . o 10 Investment Income (Part VIII, column (A), lines 3, 4, and 7d) <13 6 2 3 7 . < 19 878 . cc 11 Other revenue (PartVIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11 e) 11 7 39. 82 , 655. Q 12 Total revenue - add lines 8 through 11 must equal Part Vill, column (A) , line 12 15 , 457 , 854. 18 , 713 , 118 . 13 Grants and similar amounts paid (Part IX, column (A), lines 1.3) 3 , 5 26 , 800. 2 , 378 , 280. 14 Benefits paid to or for members (Part IX, column (A), line 4) 0. 0 . w 15 Salaries , other compensation , employee benefits (Part IX, column (A), lines 5-10) 2 , 47 3 , 561. 5 , 532 , 041. 2 16a Professional fundraising fees (Part IX, column (A), line 11 e) 40 , 000. 0 . W b Total fundraising expenses (Part IX, column (D), line 25) No- 799,444. x W 17 Other expenses (Part IX, column (A), lines 11 a-11 d , 11 f-24e) 7 , 329 , 064. 7 , 378 , 280. 18 Total expenses Add lines 13-17 (must equal Part IX, column (A), line 25) 13 , 3 6 9 , 425 . 15 , 288 , 601. 19 Revenue less expenses Subtract line 18 from line 12 2 0 8 8 4 2 9 . 3 4 2 4 517 . N ^ v = _ "^FJ _ VII Be g innin g of Current Year End of Year y 20 Total assets (Part X, line 16) 4 , 300 , 848. 7 , 344 , 856. 21 Total liabilities (Part X, line 26) JUN 2 3 2W94 `.J 1 , 291 , 66 3. 911 , 154. 1' 22 Net assets or fund balances Subtract line 21 from line 20 3 0 0 9 18 5 . 6 4 3 3 7 0 2 . Part II 1 Signature Block , ,--,d - . Under penalties of perjury, I declare that I have examined this return, Includmp accompanying'schedules and' statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declar on of eparer (other than officer) is based on all information of which preparer has any knowled e. Sign Sign re of d1ficer Here MICHELLE RHEE , FOUNDER AND CEO Type or print name and title Print/Type preparer's name Preparer's signat Paid LYNN HENLEY Preparer Firm's name No, ARMANINO LLP Use Only Firm 's address o, 12657 ALCOSTA BOULE D , SAN RAMON , CA 94583-4600 May the IRS discuss this return with the p reparer shown above? (see Instru 232001 12-10-12 LHA For Paperwork Reduction Act Notice, see the sep Form 990 2012 STUDENTSFIRST 27-3659685 Page 2 Part III Statement of Program Service Accomplishments Check If Schedule 0 contains a response to any question in this Part III 0 1 Briefly describe the organization's mission. OUR MISSION IS TO BUILD A NATIONAL MOVEMENT TO DEFEND THE INTERESTS OF CHILDREN IN PUBLIC EDUCATION AND PURSUE TRANSFORMATIVE REFORM, SO THAT AMERICA HAS THE BEST EDUCATION SYSTEM IN THE WORLD. 2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990•EZ' DYes ® No If "Yes ," descnbe these new services on Schedule 0 3 Did the organization cease conducting , or make significant changes in how it conducts, any program services? Yes ® 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 $ 12 , 7 5 6 , 0 6 6 . including grants of $ 2,378, 280. ) (Revenue $ THROUGH WORK AT THE STATE LEVEL TO ADDRESS EDUCATION REFORM LEGISLATIVELY, ELECTORAL WORK IN ACTIVE STATES, OUTREACH TO TEACHERS, AND COLLABORATION WITH MEMBERS, THE ORGANIZATION DEVOTES ITSELF TO MAKING SURE EVERY CHILD RECEIVES THE BEST EDUCATION AND THAT EVERY CHILD, IN EVERY STATE, HAS A GREAT TEACHER AT THE FRONT OF THE CLASSROOM AND ACCESS TO A GREAT SCHOOL. 4b (Code ) (Expenses $ including grants of $ ) (Revenue $ 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 ► 12,756,066. Form 990 (2012) 232002 12-10-12 1 Is the organization described in section 501 (c)(3) or 4947(a)(1) (other than a private foundation)'? If "Yes," complete Schedule A 11 I I X 2 Is the organization required to complete Schedule B, Schedule of Contnbutors`' 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 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 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 Ill 6 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 7 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 11 8 Did the organization maintain collections of works of art , historical treasures , or other similar assets? If " Yes," complete Schedule D, Part Ill 8 X 9 Did the organization report an amount in Part X, line 21 , for escrow or custodial account liability , serve as a custodian for amounts not listed in Part X; or provide credit counseling , debt management , credit repair, or debt negotiation services? If "Yes, " complete Schedule D, Part IV 9 X 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 10 X 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 11a X 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 11b X 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 11c X d 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 11d X e Did the organization report an amount for other liabilities in Part X, line 25? If "Yes, " complete Schedule D, Part X 11e X 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 11f X 12a Did the organization obtain separate, independent audited financial statements for the tax years