TY 2013 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS

generally cannot redact the information on the form.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

A For the 2013 calendar year, or tax year beginning 08-01-2013 , 2013, and ending 07-31-2014

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
STUDENTSFIRST

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
825 K STREET 2ND FLOOR

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
SACRAMENTO, CA95814

D Employer identification number

27-3659685

E Telephone number

G Gross receipts $ 16,106,344

F Name and address of principal officer:
JAMES BLEW
825 K STREET 2ND FLOOR
SACRAMENTO,CA95814

Tax-exempt status: 501(c)(3) 501(c) ( 4 ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.STUDENTSFIRST.ORG

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 2010

M State of legal domicile: DC

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: BUILD A NATIONAL MOVEMENT TO DEFEND THE INTERESTS OF CHILDREN IN PUBLIC EDUCATION.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	10
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	9
5	Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......	5	221
6	Total number of volunteers (estimate if necessary) .............	6	9
7a	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 VIII, line 1h) .........	18,650,341	16,008,709
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	-19,878	-1,195
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	82,655	24,411
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	18,713,118	16,031,925
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	2,378,280	1,316,063
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	5,532,041	5,524,613
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	74,491
b	Total fundraising expenses (Part IX, column (D), line 25) 288,023
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	7,378,280	5,720,539
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	15,288,601	12,635,706
19	Revenue less expenses. Subtract line 18 from line 12.......	3,424,517	3,396,219
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	7,344,856	12,711,203
21	Total liabilities (Part X, line 26).............	911,154	2,881,282
22	Net assets or fund balances. Subtract line 21 from line 20.....	6,433,702	9,829,921

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2013)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III ..............

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.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If "Yes," describe these new services on Schedule O.

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 O.

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 $ 10,671,914 including grants of $ 1,316,063 ) (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 O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses10,671,914

Form 990 (2013)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A........................

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I Click to see attachment

..........

Yes

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,
Part III Click to see attachment

............................

Yes

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 Click to see attachment

........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III Click to see attachment

....................

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 Click to see attachment

..............

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 Click to see attachment

......

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.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

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 Click to see attachment

.......

11b

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 Click to see attachment

.......

11c

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 Click to see attachment

............

11d

Yes

Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X Click to see attachment

11e

Yes

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 Click to see attachment

.........................

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Yes

Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions).... Click to see attachment

Yes

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............ Click to see attachment

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III................... Click to see attachment

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2013)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Yes

Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment

Yes

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, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................

24a

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) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I........

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I...................

25b

Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II....................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV ..........................

28a

A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV.....................

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV...

28c

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2... Click to see attachment

35b

Yes

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.............

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2013)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response or note to any line in this Part V ..............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

110

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

221

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

Yes

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Yes

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If "Yes," did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If "Yes," indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or 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. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

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 O.

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

If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..

14b

Form 990 (2013)

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 O. See instructions.

Check if Schedule O contains a response or note to any line in this Part VI ..............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

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 O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Yes

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O 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 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

AK , AL , AR , CA , CO , CT , DC , FL , GA , IL , KS , KY , MA , MD , ME , MN , MO , MS , NC , ND , NH , NJ , NM , NY , OH , OK , OR , PA , RI , SC , TN , UT , VA , WA , WI , WV

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O 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.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

THE ORGANIZATION825 K STREET 2ND FLOORSACRAMENTOCA95814 (916) 287-9220

Form 990 (2013)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O 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.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) CONNIE CHUNG........................................................................ DIRECTOR	1.00 .......................1.00	X				0	0	0
(2) BILL COSBY........................................................................ DIRECTOR	1.00 .......................1.00	X				0	0	0
(3) REVERAND DR FLOYD H FLAKE........................................................................ DIRECTOR	1.00 .......................1.00	X				0	0	0
(4) JENNIFER JOHNSON........................................................................ DIRECTOR	1.00 .......................1.00	X				0	0	0
(5) MICHELLE JOHNSON FRMRLY RHEE........................................................................ FOUNDER/CEO/DIRECTOR	22.00 .......................18.00	X	X			225,546	192,132	5,785
(6) JOEL KLEIN........................................................................ DIRECTOR/CHAIRMAN	1.00 .......................1.00	X	X			0	0	0
(7) ROLAND MARTIN........................................................................ DIRECTOR	1.00 .......................1.00	X				0	0	0
(8) JALEN ROSE........................................................................ DIRECTOR	1.00 .......................1.00	X				0	0	0
(9) JOSEPH W SAUNDERS........................................................................ DIRECTOR	1.00 .......................1.00	X				0	0	0
(10) BLAIR TAYLOR........................................................................ DIRECTOR	1.00 .......................1.00	X				0	0	0
(11) DOMINIQUE AMIS........................................................................ DIRECTOR OF SPECIAL PROJECTS	18.00 .......................22.00			X		71,768	87,716	5,371
(12) KELLEN ARNO........................................................................ VP OF MEMBERSHIP	20.00 .......................20.00		X			97,168	93,357	17,398
(13) ANGELIA DICKENS........................................................................ GENERAL COUNSEL	33.00 .......................7.00		X			168,000	32,000	5,689
(14) SKY GALLEGOS........................................................................ VP OF NATIONAL ELECTORAL	40.00 .......................		X			182,500	0	5,795
(15) MICHAEL HASSID........................................................................ CHIEF FINANCIAL OFFICER	17.00 .......................23.00		X			45,689	63,094	845
(16) PHOEBE HOWARD........................................................................ DPTY DIRECTOR OF DVLPMNT (FORMER)	12.00 .......................28.00				X	43,959	102,571	10,603
(17) ERIC LERUM........................................................................ VP OF NATIONAL POLICY	35.00 .......................5.00		X			165,095	22,513	5,507

Form 990 (2013)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) NICOLE LOWRY........................................................................ FL STATE DIRECTOR	24.00 .......................15.00		X		68,525	41,999	15,180
(19) TIMOTHY MELTON........................................................................ VP OF LEGISLATIVE AFFAIRS	40.00 .......................	X			240,525	0	15,766
(20) JERI POWELL........................................................................ CT STATE DIRECTOR	26.00 .......................14.00		X		83,216	44,809	5,506
(21) REBECCA SIBILIA........................................................................ CHIEF OPERATING OFFICER	12.00 .......................28.00	X			51,807	120,884	5,507
(22) FLOYD SWANN........................................................................ GA STATE DIRECTOR	22.00 .......................18.00		X		67,494	53,031	16,943
(23) ENOCH WOODHOUSE........................................................................ VP OF EXTERNAL AFFAIRS	23.00 .......................17.00	X			105,125	76,125	5,369
(24) KAHLIL BYRD........................................................................ PRESIDENT (FORMER)	16.00 .......................24.00			X	185,390	266,781	0
(25) AMY DOWELL........................................................................ DIRECTOR OF DEVELOPMENT (FORMER)	20.00 .......................20.00			X	62,804	62,804	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	1,864,611	1,259,816	121,264

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............

Yes

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 J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
HALE BROS INVESTMENT COMPANY LLC825 K STREET 3RD FLOORSACRAMENTOCA95814	RENT	479,917
NIELSEN MERKSAMER PARRINELLO GROSS & LEO1415 L STREETSACRAMENTOCA95814	LEGAL SERVICES	437,883
BLUE STATE DIGITAL INC406 7TH STREET NWWASHINGTONDC20004	WEB SERVICES	390,124
PERKINS COIE LLP1201 THIRD AVENUE SUITE 4900SEATTLEWA98101	LEGAL SERVICES	301,682
MERCURY PUBLIC AFFAIRS LLC250 GREENWICH STREET 36TH FLOORNEW YORKNY10007	CONSULTING SERVICES	246,140
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 (2013)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII .............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		16,008,709

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			16,008,709
			Business Code
2a
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........
3	Investment income (including dividends, interest, and other similar amounts).......			98			98
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents	10,100
b	Less: rental expenses	0
c	Rental income or (loss)	10,100
d	Net rental income or (loss).......			10,100			10,100
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	73,126
b	Less: cost or other basis and sales expenses	74,419
c	Gain or (loss)	-1,293
d	Net gain or (loss)..........			-1,293			-1,293
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	MISCELLANEOUS REVENUE		900099	14,311			14,311
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			14,311
12	Total revenue. See Instructions......			16,031,925	0	0	23,216

Form 990 (2013)

Page 10

Part IX

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 O contains a response or note to any line in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	1,316,063	1,316,063
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	1,353,223	872,917	391,693	88,613
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	3,230,772	2,637,314	591,044	2,414
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....
9	Other employee benefits .......	551,794	422,541	118,296	10,957
10	Payroll taxes ...........	388,824	297,745	83,358	7,721
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	1,042,822	790,408	220,424	31,990
c	Accounting ...........	49,803	37,748	10,527	1,528
d	Lobbying ...........	993,017	993,017
e	Professional fundraising services. See Part IV, line 17	74,491			74,491
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	1,974,116	1,938,282	33,056	2,778
12	Advertising and promotion ....	155,002	155,002
13	Office expenses .......	196,699	149,184	41,475	6,040
14	Information technology ......	216,512	164,105	45,765	6,642
15	Royalties ..
16	Occupancy ...........	215,486	163,328	45,548	6,610
17	Travel ............	608,335	530,562	37,778	39,995
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	47,361	35,897	10,011	1,453
20	Interest ...........	12,887	9,768	2,724	395
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	108,582	82,300	22,951	3,331
23	Insurance ..............	27,796	21,068	5,875	853
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	DUES & SUBSCRIPTIONS	62,663	47,496	13,245	1,922
b	LICENSES & REGISTRATION	9,458	7,169	1,999	290
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	12,635,706	10,671,914	1,675,769	288,023
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2013)

Page 11


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			1,097,594	1	3,660,453
2	Savings and temporary cash investments .........				2
3	Pledges and grants receivable, net ...........			1,344,467	3	3,225,855
4	Accounts receivable, net .............			8,315	4	57,111
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ..........			151,730	9	102,326
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	529,691
b	Less: accumulated depreciation .....	10b	253,016	373,470	10c	276,675
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 ...........			4,369,280	15	5,388,783
16	Total assets. Add lines 1 through 15 (must equal line 34)......			7,344,856	16	12,711,203
17	Accounts payable and accrued expenses .........			756,295	17	897,850
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				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 L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24	659,540
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			154,859	25	1,323,892
26	Total liabilities. Add lines 17 through 25.........			911,154	26	2,881,282
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			4,713,622	27	7,354,065
28	Temporarily restricted net assets ...........			1,720,080	28	2,475,856
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			6,433,702	33	9,829,921
34	Total liabilities and net assets/fund balances ........			7,344,856	34	12,711,203

Form 990 (2013)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

Total revenue (must equal Part VIII, column (A), line 12) ............

16,031,925

Total expenses (must equal Part IX, column (A), line 25) ............

12,635,706

Revenue less expenses. Subtract line 2 from line 1 ..............

3,396,219

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

6,433,702

Net unrealized gains (losses) on investments ...............

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

9,829,921

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII .............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

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 O and describe any steps taken to undergo such audits.

Form 990 (2013)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Name of the organization

STUDENTSFIRST

Employer identification number

27-3659685

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization STUDENTSFIRST

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTEDRESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization STUDENTSFIRST

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
STUDENTSFIRST

Employer identification number

27-3659685

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions. SchCMd Bullet

Information about Schedule C (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

If the organization answered "Yes" to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

STUDENTSFIRST

Employer identification number

27-3659685

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

$ 1,228,124

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

$ 571,249

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

$ 655,625

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

$ 1,226,874

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.
(1) COMMITTEE TO ELECT PATRICK SELLERS	2928 DOWELL AVE SW BIRMINGHAM,AL35211		5,000
(2) COMMITTEE TO ELECT WILLIAM BARNES	PO BOX 1453 BIRMINGHAM,AL35201	26-4629210	5,000
(3) CYNTHIA MCCARTY FOR STATE BOARD OF EDUCATION	PO BOX 407 DEARMANVILLE,AL36257		15,000
(4) DEAN FOR DISTRICT 35	PO BOX 7818 OXFORD,AL36203		10,000
(5) DIAL CAMPAIGN	PO BOX 248 LINEVILLE,AL36266		10,000
(6) FRIENDS OF ED HENRY	1002 BEECH STREET NW HARTSELLE,AL35640	46-5232094	15,000
(7) FRIENDS OF MIKE HUBBARD	PO BOX 950 AUBURN,AL36831		5,000
(8) JIM MCCLENDON FOR SENATE	361 JONES ROAD SPRINGVILLE,AL35146		10,000
(9) MAC BUTTRAM CAMPAIGN	1718 RIDGE AVE NW CULLMAN,AL35055		2,500
(10) MARCUS LUNDY CAMPAIGN	PO BOX 11159 BIRMINGHAM,AL35202	46-2028615	2,500
(11) MEADOWS FOR DISTRICT 74	PO BOX 230158 MONTGOMERY,AL36123	49-3187415	20,000
(12) THE CAMPAIGN TO ELECT BARRY SADLER	129 VIOLET PLACE EUFAULA,AL36027		15,000
(13) THE COMMITTEE TO ELECT MARY SCOTT HUNTER	PO BOX 18572 HUNSTVILLE,AL35804	26-4002963	15,000
(14) REPUBLICAN STATE LEADERSHIP COMMITTEE	1201 F STREET NW STE 675 WASHINGTON,DC20004	05-0532524	25,000
(15) CARLOS TRUJILLO CAMPAIGN	13550 SW 88 STREET 150-B MIAMI,FL33186	27-0839378	500
(16) FLORIDA DEMOCRATIC PARTY	214 SOUTH BRONOUGH STREET TALLAHASSEE,FL32301	59-0772903	1,000
(17) HOLLY MERRILL RASCHEIN CAMPAIGN	PO BOX 372201 KEY LARGO,FL33037	46-2032982	500
(18) INNOVATE FLORIDA PC	610 S BOULEVARD TAMPA,FL33606	46-3472497	5,000
(19) JOHN LEGG SENATE CAMPAIGN	PO BOX 1318 NEWPORT,FL34656	27-4401510	500
(20) MANNY DIAZ JR CAMPAIGN	95 MERRICK WAY 250 CORAL GABLES,FL33134		500
(21) MICHAEL BILECA CAMPAIGN	6720 SW 145 STREET MIAMI,FL33158		500
(22) REPUBLICAN PARTY OF FLORIDA	420 E JEFFERSON STREET TALLAHASSE,FL32301		5,000
(23) BETHEL FOR GEORGIA SENATE	1701 BRIARCLIFF CIRCLE DALTON,GA30210		500
(24) BURKE FOR GA STATE SENATE CAMPAIGN	600 W SHOTWELL STREET C BAINBRIDGE,GA39819	46-1533392	500
(25) CAMPAIGN TO ELECT RANDY NIX	219 E YORKTOWN DRIVE LAGRANGE,GA30240		500
(26) CASEY CAGLE FOR LT GOVERNOR	PO BOX 12137 ATLANTA,GA30355	91-2063463	2,500
(27) CHANCE FOR SENATE	PO BOX 267 TYRONE,GA30290		1,000
(28) CHANDLER FOR HOUSE	305 HELENS MANOR DRIVE LAWRENCEVILLE,GA30045		500
(29) CHUCK HUFSTETLER FOR STATE SENATE	3 ORCHARD SPRING DR ROME,GA30165	25-4985115	500
(30) CITIZENS TO ELECT BROOKS COLEMAN	PO BOX 273 DULUTH,GA30096	58-2590292	2,500
(31) COMMITTEE TO ELECT ALISHA T MORGAN	411 MAXHAM RD STE 400 AUSTIN,GA30168	27-1371666	2,000
(32) COMMITTEE TO ELECT ALLEN PEAKE	103 COLONY COURT MACON,GA31210		1,500
(33) COMMITTEE TO ELECT AMY CARTER	PO BOX 4930 VALDOSTA,GA31604	26-4051750	250
(34) COMMITTEE TO ELECT BUTCH MILLER	4734 ARAPAHOE TRAIL GAINESVILLE,GA30506	27-0692512	500
(35) COMMITTEE TO ELECT ERICA LONG	1010 KATHERWOOD DRIVE SW ATLANTA,GA30310	46-5023394	2,500
(36) COMMITTEE TO ELECT FREDDIE POWELL SIMS	1305 EDGEWOOD LANE ALBANY,GA31707		250
(37) COMMITTEE TO ELECT JAY ROBERTS	767 BRUSHY CREEK ROAD OCILLA,GA31774	33-1012301	250
(38) COMMITTEE TO ELECT JEFF MULLIS	212 ENGLISH AVENUE CHICKAMAUGA,GA30707	91-2064475	1,000
(39) COMMITTEE TO ELECT LARRY O'NEAL	PO DRAWER 730 WARNER ROBBINS,GA31099	03-0471533	1,000
(40) COMMITTEE TO ELECT MARK HAMILTON	108 COLONY PARK DRIVE 400 CUMMING,GA30040	45-3191502	750
(41) COMMITTEE TO ELECT MICHAEL SMITH	2136 CUMBERLAND CREEK TRAIL MARIETTA,GA30008		250
(42) COMMITTEE TO ELECT ROBERT DICKEY	PO BOX 10 MUSELLA,GA31066		250
(43) COMMITTEE TO ELECT THOMAS S DICKSON	5043 VILLAGE DRIVE COHUTTA,GA30710	27-2599970	2,500
(44) COMMITTEE TO RE-ELECT JACK HILL	PO BOX 486 REIDSVILLE,GA30453	58-1949928	500
(45) DAVID SHAFER SENATE COMMITTEE	PO BOX 880 DULUTH,GA30096	45-3761564	1,000
(46) DUDGEON FOR HOUSE	10075 NORMANDY LANE JOHNS CREEK,GA30024	45-1874408	500
(47) ESHE COLLINS ELECTION COMMITTEE	PO BOX 1411 ATLANTA,GA30301	46-3994907	1,300
(48) ESHE COLLINS FOR SCHOOL BOARD	PO BOX 1411 ATLANTA,GA30301	46-3994907	1,000
(49) FRIENDS OF JOHN WILKINSON	PO BOX 2227 TOCCOA,GA30577		500
(50) FRIENDS AND NEIGHBORS OF CURT THOMPSON	6320 GLENBROOK DRIVE TUCKER,GA30084	46-0805063	250
(51) FRIENDS AND NEIGHBORS TO ELECT MARGARET KAISER	504 HILL STREET SE ATLANTA,GA30312	26-3259024	500
(52) FRIENDS AND SUPPORTERS OF ALISHA MORGAN	411 MAXHAM RD STE 400 AUSTIN,GA30168	27-1371666	500
(53) FRIENDS OF COURTNEY ENGLISH	PO BOX 79229 ATLANTA,GA30357	46-2232377	1,000
(54) FRIENDS OF ELENA PARENT	774 SPRINGDALE ROAD ATLANTA,GA30306	27-0501017	2,500
(55) FRIENDS OF JAN JONES	12850 HWY 9 SUITE 600-356 MILTON,GA30004	38-3910801	1,000
(56) FRIENDS OF JESSE STONE	827 N LIBERTY ST WAYNESBORO,GA30830	45-4144581	500
(57) FRIENDS OF KEVIN TANNER INC	PO BOX 1885 DAWSONVILLE,GA30534	45-3455942	500
(58) FRIENDS OF MARK RILEY INC	25 PURITAN MILL 950 JOSEPH E LOWE ATLANTA,GA30318	46-3189654	1,000
(59) FRIENDS OF RAHN MAYO	3790 BROOKSIDE PARKWAY DECATUR,GA30034	77-0689812	500
(60) FRIENDS OF SAM TEASLEY	PO BOX 670051 MARIETTA,GA30066		500
(61) FRIENDS OF SCOTT HOLCOMB INC	2306 BRIARCLIFF COMMONS ATLANTA,GA30345	46-0805063	250
(62) FRIENDS OF STACEY Y ABRAMS	PO BOX 5750 ATLANTA,GA31107	20-3691682	1,000
(63) FRIENDS OF VALENCIA STOVALL	PO BOX 842 ELLENWOOD,GA30294	43-1379940	2,250
(64) FRIENDS OF VALERIE CARK	252 REGAL DRIVE LAWRENCEVILLE,GA30046	80-0591943	500
(65) FRIENDS TO ELECT LESLIE GRANT	PO BOX 3327 ATLANTA,GA30302	46-1772762	1,000
(66) FRIENDS TO ELECT MIKE GLANTON	PO BOX 216 JONESBORO,GA30236		500
(67) HUNTER HILL FOR STATE SENATE	2451 CUMBERLAND PKWY 3439 ATLANTA,GA30339	26-1737552	500
(68) JOHN KENNEDY FOR STATE SENATE	PO BOX 6236 MACON,GA31208	46-3964182	2,500
(69) JOHNSON FOR SENATE	PO BOX 650 TIFTON,GA31793	58-2104995	2,500
(70) MARK HAMILTON FOR STATE HOUSE INC	108 COLONY PARK DRIVE 400 CUMMING,GA30040	45-3191502	1,750
(71) MATT HATCHETT FOR STATE REPRESENTATIVE	100 CANTERBURY ROAD DUBLIN,GA31021		500
(72) MILLAR FOR STATE SENATE	5249 BROOKE FARM DR DUNWOODY,GA30338	27-2469962	2,500
(73) NATHAN DEAL FOR GOVERNOR INC	PO BOX 2495 GAINESVILLE,GA30503	26-4800781	6,300
(74) RALSTON FOR REPRESENTATIVE COMMITTEE	PO BOX 1196 BLUE RIDGE,GA30513	27-2894066	2,500
(75) SHAW FOR HOUSE	PO BOX 245 LAKELAND,GA31635	46-5107590	250
(76) SHEILA JONES ELECTION COMMITTEE	3246 AMHURST DRIVE NW ATLANTA,GA30318	36-4739009	250
(77) STATON FOR STATE SENATE	PO BOX 26427 MACON,GA31221	27-4204097	500
(78) STEVE HENSON FOR STATE SENATE	243 STERLING ACRES DRIVE TUCKER,GA30084	73-1646963	1,000
(79) THE COMMITTEE TO ELECT JOHN MEADOWS	PO BOX 1255 CALHOUN,GA30703	27-2886330	1,000
(80) THE COMMITTEE TO ELECT MATT RAMSEY	200 TERRANE RIDGE PEACHTREE,GA30269	26-1378077	500
(81) THE COMMITTEE TO ELECT TERRY ENGLAND	1060 OLD HOG MOUNTAIN ROAD AUBURN,GA30011	27-3090677	500
(82) THE COMMITTEE TO ELECT VIRGIL FLUDD	PO BOX 670 TYRONE,GA30290	01-0564693	250
(83) TIPPINS FOR STATE SENATE	139 MIDWAY RD MARIETTA,GA30064	27-2440918	1,000
(84) BASSLER CAMPAIGN COMMITTEE	12 NE 1TH ST WASHINGTON,IN47501		1,000
(85) CARLIN YODER COMMITTEE	59246 STATE ROAD 13 MIDDLEBURY,IN46540		1,000
(86) COMMITTEE TO ELECT ROBERT BEHNING	3315 S TIBBS AVENUE INDIANAPOLIS,IN46221		2,000
(87) FRIENDS OF JIM BANKS	283 S EAGLE GLEN TRAIL COLUMBIA,IN46725		1,000
(88) KUBACKI FOR STATE REPRESENTATIVE	PO BOX 565 SYRACUSE,IN56567		1,000
(89) TODD HUSTON FOR STATE REPRESENTATIVE	12620 DUVAL DRIVE FISHERS,IN46037		1,000
(90) CHARTING MAINE'S FUTURE	312 RIDGE ROAD LISBON FALLS,ME04252	81-0620660	500
(91) EVES LEADERSHIP PAC	29 ACORN LANE NORTH BERWICK,ME03906		250
(92) HOUSE REPUBLICAN MAJORITY FUND	PO BOX 5629 AUGUSTA,ME04332	27-4312959	500
(93) MAINE SENATE REPUBLICAN MAJORITY	PO BOX 1 AUGUSTA,ME04332	26-3733192	250
(94) POULIOT FOR HOUSE	14 WINTHROP CT AGUSTA,ME04330		375
(95) BETTER TOMORROW MICHIGAN FUND	14840 ROBINWOOD DRIVE LANSING,MI48906	80-0914536	1,000
(96) CONCORD ADMINISTRATIVE ACCOUNT	208 N CAPITOL AVE FLOOR 3 LANSING,MI48933	46-1994465	1,000
(97) ELEVEN MILLION STRONG	208 N CAPITOL AVE FLOOR 3 LANSING,MI48933	46-2576119	1,000
(98) GRAND LAKE ADMINISTRATIVE FUND	113 W MICHIGAN AVE 301 LANSING,MI49201	46-2753356	1,000
(99) LAKESHORE LIBERTY FUND	208 N CAPITOL AVE FLOOR 3 LANSING,MI48933	46-2396772	1,000
(100) MICHIGAN REPUBLICAN PARTY ADMINISTRATIVE ACCOUNT	520 SEYMOUR AVE LANSING,MI48933	38-1221182	10,500
(101) MICHIGAN SUCCESS FUND	208 N CAPITOL AVE FLOOR 3 LANSING,MI48933	46-2655446	1,000
(102) POSTHUMUS LYONS COMMUNITY FUND	7815 ALDEN NASH SE ALTO,MI49506	45-2893371	2,000
(103) POWERING THE ECONOMY	120 NORTH WASHINGTON SQUARE STE 20 LANSING,MI48933	46-4907637	20,000
(104) PROSPEROUS MICHIGAN FUND	208 N CAPITOL AVE FLOOR 3 LANSING,MI48933	45-5322366	1,000
(105) SEVENTH ADMINISTRATIVE ACCOUNT	221 UNIVERSITY DRIVE EAST LANSING,MI48823	27-0349694	1,000
(106) BAHR FOR STATE REP	105 WALNUT HILL DRIVE ST CHARLES,MO63304	27-3225422	2,500
(107) CITIZENS FOR COLONA	3927 HARTFORD STREET ST LOUIS,MO63116	45-3667678	1,500
(108) CITIZENS FOR HINSON	PO BOX 67 ST CLAIR,MO63077		500
(109) CITIZENS FOR JAY WASSON	PO BOX 1231 NIXA,MO65714	68-0513239	2,500
(110) CITIZENS FOR RIDDLE	PO BOX 647 HOLTS SUMMIT,MO65403	26-0822614	1,000
(111) CITIZENS TO ELECT MIKE KEHOE	PO BOX 105527 JEFFERSON CITY,MO65110	27-0535059	5,000
(112) CITIZENS TO ELECT SUE ALLEN	702 WILLOW SPRING HILL CT CHESTERFIELD,MO63017	49-8505188	500
(113) COMMITTEE TO ELECT REBECCA ROEBER TO THE 34TH	603 NE CLUBHOUSE DRIVE LEES SUMMIT,MO64086		5,000
(114) COMMITTEE TO ELECT RON RICHARD	1419 W 4TH STREET JOPLIN,MO64801	42-1542704	5,000
(115) COMMITTEE TO ELECT TOM FLANIGAN	PO BOX 1034 CARTHAGE,MO64836	27-2717466	1,000
(116) DEMPSEY FOR MISSOURI	TWO WESTBURY DRIVE ST CHARLES,MO63301	26-0283742	5,000
(117) DR DAN BROWN FOR SENATE	PO BOX 934 ROLLA,MO65402	27-1975592	2,500
(118) FRIENDS OF DIEHL	2404 WHITE STABLE ROAD TOWN COUNTRY,MO63131		2,500
(119) FRIENDS OF ELIJAH HAAHR	PO BOX 14506 SPRINGFIELD,MO65814	48-1029342	500
(120) FRIENDS OF HOLLY REHDER	901 STANFORD DRIVE SIKESTON,MO63801	45-3091941	1,500
(121) FRIENDS OF KEVIN ELMER	PO BOX 1315 NIXA,MO65714	30-0563927	2,500
(122) FRIENDS OF LINCOLN HOUGH	PO BOX 121 SPRINGFIELD,MO65801	27-3966511	500
(123) FRIENDS OF TODD RICHARDSON	PO BOX 310 POPLAR BLUFF,MO63902	45-3853345	1,500
(124) MIKE MOON FOR MISSOURI	6935 LAWRENCE 1222 ASH GROVE,MO65604		2,500
(125) MISSOURI SENATE CAMPAIGN COMMITTEE	PO BOX 754 JEFFERSON CITY,MO65102	01-0890329	5,000
(126) MISSOURIANS FOR TIM JONES	PO BOX 2132 JEFFERSON CITY,MO65102	27-1316155	10,000
(127) PENNY HUBBARD FOR STATE REP 78TH DISTRICT	1017 N 16TH STREET ST LOUIS,MO63106		6,000
(128) COMMITTEE TO ELECT AARON FORD	PO BOX 96003 LAS VEGAS,NV89193	27-1373046	2,000
(129) COMMITTEE TO ELECT BEN KIECKHEFER	4790 CAUGHLIN PARKWAY RENO,NV89519	27-0537241	5,000
(130) COMMITTEE TO ELECT JUSTIN JONES	PO BOX 371626 LAS VEGAS,NV89137	45-4636548	10,000
(131) COMMITTEE TO ELECT PAUL ANDERSON	50 S JONES BLVD LAS VEGAS,NV89107	45-3915751	2,000
(132) COMMITTEE TO ELECT RANDY KIRNER	18124 WEDGE PKWY 519 RENO,NV89511	27-2656613	5,000
(133) COMMITTEE TO ELECT SKIP DALY	2180 4TH ST SPARKS,NV89431	27-1201260	5,000
(134) COMMITTEE TO ELECT WES DUNCAN	398 SILVER SABER CT LAS VEGAS,NV89129	45-3914356	2,000
(135) DEBBIE SMITH CAMPAIGN	3270 WILMA DR SPARKS,NV89431	88-0467783	5,000
(136) NEVADANS TO ELECT ELLIOT ANDERSON	3135 S MOJAVE 227 LAS VEGAS,NV89121	27-0802486	5,000
(137) CITIZENS FOR JAKE WHEATLEY	PO BOX 53044 PITTSBURGH,PA15219	26-0052870	1,000
(138) CITIZENS FOR JORDAN HARRIS	615 CHESTNUT STREET PHILADELPHIA,PA19106	45-3845498	250
(139) CITIZENS FOR SETH GROVE	PO BOX 412 HARRISBURG,PA17108	26-1766781	1,250
(140) COMMITTEE TO ELECT AUMENT	PO BOX 194 LANDISVILLLE,PA17538	27-1836841	39,000
(141) COMMITTEE TO ELECT JOE EMRICK	2312 BLUE JAY DRIVE NAZARETH,PA18064	23-3086754	250
(142) COMMITTEE TO ELECT TOM QUIGLEY	560 PINE STREET ROYERSFORD,PA19468	80-0100914	1,000
(143) FRIENDS OF JAKE CORMAN	PO BOX 421 BELLEFONTE,PA16823	23-2946714	2,500
(144) FRIENDS OF JUDY WARD	PO BOX 288 HOLLIDAYBURG,PA16648	46-4403564	750
(145) FRIENDS OF KEVIN BOYLE	8035 BURHOLME AVENUE PHILADELPHIA,PA19111	27-4591879	1,000
(146) FRIENDS OF MARGO DAVIDSON	45 SCOTTSDALE AVE LANSDOWNE,PA19050	27-1735036	10,900
(147) FRIENDS OF STEVE KINSEY	PO BOX 27331 PHILADELPHIA,PA19118	38-3862974	1,000
(148) FRIENDS OF TIM KRIEGER	PO BOX 293 DELMONT,PA15626	33-1193075	1,000
(149) HOUSE REPUBLICAN CAMPAIGN COMMITTEE (PA)	500 N 3RD STREET 4 HARRISBURG,PA17101	23-2296022	1,000
(150) TOM CORBETT	PO BOX 412 HARRISBURG,PA17108	03-0443259	10,000
(151) BOBBY HARRELL CAMPAIGN FUND	8316 RIVERS AVENUE N CHARLESTON,SC29406	91-2068241	1,000
(152) BRIAN WHITE FOR HOUSE	PO BOX 970 ANDERSON,SC29622	91-2064869	1,000
(153) BRUCE BANNISTER FOR HOUSE	PO BOX 1828 GREENVILLE,SC29602		1,000
(154) CHILDS FOR SUPERINTENDENT	PO BOX 2722 WEST COLUMBIA,SC29171		3,500
(155) GERALD MALLOY FOR SENATE	PO BOX 1200 HARTSVILLE,SC29551		1,000
(156) HARVEY PEELER FOR SENATE	PO BOX 742 GAFFNEY,SC29342	57-1047470	1,000
(157) JOHN COURSON FOR SENATE	2934 WHEAT ST COLUMBIA,SC29205	57-0856882	1,000
(158) LARRY MARTIN FOR SENATE	PO BOX 247 PICKENS,SC29671	57-1104233	1,000
(159) LEON STAVRINAKIS FOR HOUSE	375 MEADOW BREEZE LANE CHARLESTON,SC29414		500
(160) MATTHEWS FOR SENATE	PO BOX 460 BOWMAN,SC29018		500
(161) NIKKI SETZLER FOR SENATE	PO BOX 6036 WEST COLUMBIA,SC29171		1,000
(162) SOUTH CAROLINA REPUBLICAN CAUCUS	ATTN CHARLES M CANNON POB 21 COLUMBIA,SC29202	56-2123751	5,000
(163) SOUTH CAROLINA SENATE REPUBLICAN CAUCUS	PO BOX 12012 COLUMBIA,SC29211	57-1104282	3,500
(164) THURMOND FOR SENATE	601 WHITE CHAPEL CIRCLE CHARLESTON,SC29412		1,000
(165) WES HAYES FOR SENATE	1486 CURETON DRIVE ROCK HILL,SC29732	06-1590302	1,000
(166) AKBARI FOR STATE REPRESENTATIVE	4276 WOODCREST DR MEMPHIS,TN38111		2,000
(167) ALEXANDER FOR STATE REPRESENTATIVE	512 SOUTH HIGH STREET WINCHESTER,TN37398		1,000
(168) ANTONIO PARKINSON FOR STATE REPRESENTATIVE	PO BOX 281453 MEMPHIS,TN38168		1,000
(169) BERNIE DRISCOLL FOR SCHOOL BOARD	5109 STALLWORTH DRIVE NASHVILLE,TN37220	46-5321525	3,000
(170) BILL HASLAM FOR GOVERNOR	415 CHURCH ST 1701 NASHVILLE,TN37219	26-3987458	10,000
(171) BILL KETRON FOR STATE SENATE	805 S CHURCH STREET SUITE 12 MURFREESBORO,TN37130	27-3377108	1,500
(172) BRIAN KELSEY FOR STATE SENATE	PO BOX 382354 GERMANTOWN,TN38183	20-0765229	1,000
(173) CARRIGER FOR STATE REPRESENTATIVE	6 FOX RUN LANE JOHNSON CITY,TN37604		5,000
(174) CASPAC	3144 NATOMA CIRCLE THOMPSONS STATION,TN37179	41-1114469	4,000
(175) COGGIN FOR STATE REPRESENTATIVE	919 SPRINGLEAF CT MURFREESBORO,TN37130	46-3216974	5,000
(176) COMMITTEE TO ELECT CHARLES SARGENT	PO BOX 1515 FRANKLIN,TN37065	45-3360059	1,000
(177) COMMITTEE TO ELECT CHRIS CALDWELL	1661 AARON BRENNER DR 300 MEMPHIS,TN38120		3,000
(178) COMMITTEE TO ELECT ROSHUN AUSTIN	1661 AARON BRENNER DR 300 MEMPHIS,TN38120		3,000
(179) COMMITTEE TO RE-ELECT RUSTY CROWE	808 EAST 8TH AVE JOHNSON CITY,TN37601	91-2078117	1,000
(180) CURCIO FOR STATE REPRESENTATIVE	204 DYKEMAN RD DICKSON,TN37055	46-2262003	5,000
(181) DAWN WHITE FOR REPRESENTATIVE	1522 RIVERVIEW DRIVE MURFREESBORO,TN37129		1,000
(182) DENNIS FOR STATE REPRESENTATIVE	545 CEDAR COVE LANE SAVANNAH,TN38372	45-3943634	4,000
(183) DICKERSON FOR STATE SENATE	PO BOX 120931 NASHVILLE,TN37212	28-5489867	3,500
(184) DUNHAM FOR STATE REPRESENTATIVE	10290 SMITHVILLE HWY SPARTA,TN38583		3,000
(185) ELRIDGE FOR STATE REPRESENTATIVE	29 EMERALD LAKE DR JACKSON,TN38305	91-2066969	1,000
(186) EVANS FOR STATE SENATE	513 MEMORIAL BLVD SPRINGFIELD,TN37172		5,000
(187) FRIENDS OF DAWN WHITE	1522 RIVERVIEW DRIVE MURFREESBORO,TN37129	45-4294434	4,000
(188) FRIENDS OF RYAN HAYNES	8614 ASHBOURNE WAY KNOXVILLE,TN37923	26-1891928	1,500
(189) FRIENDS OF SCOTT MCCORMICK	1356 RAINSONG COVE SOUTH CORDOVA,TN38016	27-2872929	3,000
(190) FRIENDS TO ELECT MARY PIERCE	4329 WALLACE LANE NASHVILLE,TN37215		3,000
(191) FRIENDS TO ELECT SHANTE AVANT	ATTN JAMIE MISTER POB 208 MEMPHIS,TN38173		3,000
(192) GLEN CASADA FOR STATE REPRESENTATIVE	3144 NATOMA CIRCLE THOMPSON STATION,TN37179		3,000
(193) GREENPAC	611 COMMERCE ST 2927 NASHVILLE,TN37203	45-5557755	2,000
(194) HARWELL FOR STATE REPRESENTATIVE	413 WEST TYNE DRIVE NASHVILLE,TN37205	62-1401803	5,000
(195) HARWELL PAC	6213 CHARLOTTE PIKE 112 NASHVILLE,TN37209	45-3744883	2,000
(196) HAZLEWOOD FOR STATE REPRESENTATIVE	19 NORTHFIELD RD SIGNAL MOUNTAIN,TN37377		6,000
(197) HILL FOR HOUSE	PO BOX 3071 BLOUNTVILLE,TN37617		1,000
(198) HOLT FOR STATE REPRESENTATIVE	461 JEWELL STORE ROAD DREDSEN,TN38225		1,000
(199) JACKSON FOR STATE SENATE	25 WYNDHURST JACKSON,TN38305		4,000
(200) JOHN DEBERRY FOR STATE REPRESENTATIVE	1207 SLEDGE ST MEMPHIS,TN38104	91-2064177	1,000
(201) KUMAR FOR STATE REPRESENTATIVE	2923 OLD SOUTH 431 SPRINGFIELD,TN37172	46-5107981	5,000
(202) LAMBERTH FOR STATE REPRESENTATIVE	PO BOX 812 PORTLAND,TN37148	35-2430818	1,000
(203) LEE HARRIS FOR STATE SENATE	968 RIVER LANDING DRIVE MEMPHIS,TN38103		3,000
(204) MARK GREEN FOR STATE SENATE	1600 OAK PLAINS RD ASHLAND CITY,TN37015	04-3622151	1,000
(205) MIKE HARRISON CAMPAIGN ACCOUNT	115 GREEN ACRES DR ROGERSVILLE,TN37857		1,000
(206) MOODY FOR STATE REPRESENTATIVE	3176 OIL MILL RD COVINGTON,TN38019		1,000
(207) RAAMPAC	PO BOX 158213 NASHVILLE,TN37215	04-3739402	2,000
(208) RED STATE PAC	PO BOX 382354 GERMANTOWN,TN38183	20-3044598	2,000
(209) RHONDA DIXON CAMPAIGN	3104 RIVERS EDGE DRIVE NASHVILLE,TN37214	35-7485368	3,000
(210) ROGER KANE FOR STATE REPRESENTATIVE	7031 CHERRY GROVE RD KNOXVILLE,TN37931	45-0236943	1,500
(211) SARGENT FOR STATE REPRESENTATIVE	PO BOX 1515 FRANKLIN,TN37065	45-3360059	4,000
(212) STAND WITH TYESE HUNTER	2433 EVANFIELD CT ANTIOCH,TN37013		3,000
(213) STEVE HALL FOR STATE REPRESENTATIVE	PO BOX 27539 KNOXVILLE,TN37927		3,000
(214) SUSAN LYNN FOR STATE REPRESENTATIVE	510 BARTON SHORE COURT LEBANON,TN37087		1,000
(215) TENNESSEE HOUSE REPUBLICAN CAUCUS	PO BOX 198814 NASHVILLE,TN37219	62-1126990	15,000
(216) TENNESSEE REPUBLICAN PARTY	2424 21ST AVE SUITE 200 NASHVILLE,TN37212	62-0731244	500
(217) TENNESSEE SENATE REPUBLICAN CAUCUS	301 6TH AVE NORTH SUITE LPS NASHVILLE,TN37243	62-1133283	15,000
(218) TRAVIS FOR STATE REPRESENTATIVE	1318 ARMSTRONG FERRY RD DAYTON,TN37321		3,000
(219) WILBURN FOR STATE REPRESENTATIVE	12915 SOUTH MAIN ST SOMERVILLE,TN38068	46-5266741	5,000

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2013

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2013

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)).

For each "Yes" response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

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 activities? ..........................

Total. Add lines 1c through 1i ...............................

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? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Yes

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation
PART I-A, LINE 1:	STUDENTSFIRST SUPPORTED CANDIDATES THROUGH DIRECT CONTRIBUTIONS AND ENGAGED IN INDEPENDENT EXPENDITURES.

Schedule C (Form 990 or 990EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions. SchDMd Bullet

Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

STUDENTSFIRST

Employer identification number

27-3659685

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2013

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in 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

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............
d	Equipment ................	321,218	153,038	168,180
e	Other .................	208,473	99,978	108,495
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				276,675

Schedule D (Form 990) 2013

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) SECURITY DEPOSITS				46,487
(2) RESTRICTED CASH				1,000,407
(3) DUE FROM STUDENTSFIRST INSTITUTE				4,341,889






Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				5,388,783

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
CAPITALIZED LEASE		1,849
DEFERRED RENT		121,195
REFUNDABLE ADVANCE		1,200,848






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		1,323,892
2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................

Schedule D (Form 990) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	16,032,053
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b	128
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	128
3	Subtract line 2e from line 1.....................			3	16,031,925
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................			4c	0
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	16,031,925

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	12,635,834
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a	128
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................			2e	128
3	Subtract line 2e from line 1.....................			3	12,635,706
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................			4c	0
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	12,635,706

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
PART X, LINE 2:	STUDENTSFIRST HAS EVALUATED ITS CURRENT TAX POSITIONS AND HAS CONCLUDED THAT AS OF JULY 31, 2014 AND 2013, THEY DO NOT HAVE ANY SIGNIFICANT UNCERTAIN TAX POSITIONS FOR WHICH A RESERVE WOULD BE NECESSARY.

Schedule D (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. right arrow

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.
right arrow

Information about Schedule G (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization
STUDENTSFIRST

Employer identification number

27-3659685

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Form 990-EZ filers are not required to complete this part.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

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 professional fundraising services?

Yes

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.

(i) Name and address of individual or entity (fundraiser)		(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
			Yes	No
	COMMERCE STREET EVENTS LLC PO BOX 330763 NASHVILLE, TN37203	CONSULTING		No	0	33,866	-33,866
	LISOTTO CONSULTING LLC 5562 WHISPERING RIDGE DRIVE GALENA, OH43021	CONSULTING		No	0	20,000	-20,000
	MELISSA DEMPSEY 210 S MATANZAS AVENUE TAMPA, FL33609	CONSULTING		No	0	20,625	-20,625







Total .................						74,491	-74,491

List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing.

AL, AK, AR, CA, CO, CT, DC, FL, GA, IL, KS, KY, ME, MD, MA, MN, MS, NH, NJ, NM, NC, ND, OH, OK, OR, PA, RI, SC, TN, UT, VA, WV

For Paperwork Reduction Act Notice, see the Instructions for Form 990or 990-EZ.

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2013

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

			(a) Event #1 (event type)	(b) Event #2 (event type)	(c) Other events (total number)	(d) Total events (add col. (a) through col. (c))
	1	Gross receipts . . .
	2	Less: Contributions . .
	3	Gross income (line 1 minus line 2) . . .
	4	Cash prizes . . .
	5	Noncash prizes . .
	6	Rent/facility costs . .
	7	Food and beverages .
	8	Entertainment . . .
	9	Other direct expenses .
	10	Direct expense summary. Add lines 4 through 9 in column (d) ...........
	11	Net income summary. Subtract line 10 from line 3, column (d)...........

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add col.(a) through col.(c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes %
	No

	Yes %
	No

	Yes %
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Subtract line 7 from line 1, column (d) ......... right arrow

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2013

Page 3

Does the organization operate gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address of the third party:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

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 right arrow

Part IV

Supplemental Information. Provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
STUDENTSFIRST

Employer identification number
27-3659685

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) CYNTHIA MCCARTY FOR STATE BOARD OF EDUCATION PO BOX 407 DEARMANVILLE,AL36257		527	15,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(2) DEAN FOR DISTRICT 35 PO BOX 7818 OXFORD,AL36203		527	10,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(3) DIAL CAMPAIGN PO BOX 248 LINEVILLE,AL36266		527	10,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(4) FOUNDATION FOR ACCOUNTABILITY IN EDUCATION INC PO BOX 131428 BIRMINGHAM,AL35213	46-2220733	501(C)(4)	60,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(5) FRIENDS OF ED HENRY 1002 BEECH STREET NW HARTSELLE,AL35640	46-5232094	527	15,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(6) JIM MCCLENDON FOR SENATE 361 JONES ROAD SPRINGVILLE,AL35146		527	10,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(7) MEADOWS FOR DISTRICT 74 PO BOX 230158 MONTGOMERY,AL36123	49-3187415	527	20,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(8) THE CAMPAIGN TO ELECT BARRY SADLER 129 VIOLET PLACE EUFAULA,AL36027		527	15,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(9) THE COMMITTEE TO ELECT MARY SCOTT HUNTER PO BOX 18572 HUNTSVILLE,AL35804	26-4002963	527	15,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(10) REPUBLICAN STATE LEADERSHIP COMMITTEE 1201 F STREET NW STE 675 WASHINGTON,DC20004	05-0532524	527	25,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(11) NATHAN DEAL FOR GOVERNOR INC PO BOX 2495 GAINESVILLE,GA30503	26-4800781	527	6,300	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(12) COMMON SENSE IOWA 400 E COURT AVE STE 346 DES MOINES,IA50309	46-1834529	501(C)(4)	10,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(13) RIGHT PRIORITIES INC PO BOX 1156 CEDAR RAPIDS,IA52406	26-4384091	501(C)(4)	10,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(14) MICHIGAN REPUBLICAN PARTY ADMINISTRATIVE ACCOUNT 520 SEYMOUR AVE LANSING,MI48933	38-1221182	527	10,500	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(15) POWERING THE ECONOMY 120 NORTH WASHINGTON SQUARE STE 200 200 LANSING,MI48933	46-4907637	527	20,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(16) MISSOURIANS FOR TIM JONES PO BOX 2132 JEFFERSON CITY,MO65102	27-1316155	527	10,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(17) PENNY HUBBARD FOR STATE REP 78TH DISTRICT 1017 N 16TH STREET ST LOUIS,MO63106		527	6,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(18) COMMITTEE TO ELECT JUSTIN JONES PO BOX 371626 LAS VEGAS,NV89137	45-4636548	527	10,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(19) AMERICAN FREEDOM BUILDERS INC PO BOX 997 NEW ALBANY,OH43054	46-2679662	501(C)(4)	20,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(20) COMMITTEE TO ELECT AUMENT PO BOX 194 LANDISVILLE,PA17538	27-1836841	527	39,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(21) FRIENDS OF MARGO DAVIDSON 45 SCOTTSDALE AVE LANSDOWNE,PA19050	27-1735036	527	10,900	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(22) TOM CORBETT FOR GOVERNOR PO BOX 412 HARRISBURG,PA17108	03-0443259	527	10,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(23) BILL HASLAM FOR GOVERNOR 415 CHURCH ST 1701 NASHVILLE,TN37219	26-3987458	527	10,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(24) TENNESSEE HOUSE REPUBLICAN CAUCUS PO BOX 198814 NASHVILLE,TN37219	62-1126990	527	15,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(25) TENNESSEE SENATE REPUBLICAN CAUCUS 301 6TH AVE NORTH SUITE LPS NASHVILLE,TN37243	62-1133283	527	15,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(26) HARWELL FOR STATE REPRESENTATIVE 413 WEST TYNE DRIVE NASHVILLE,TN37205	62-1401803	527	7,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(27) HAZLEWOOD FOR STATE REPRESENTATIVE 19 NORTHFIELD RD SIGNAL MOUNTAIN,TN37377		527	6,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION
(28) STUDENTSFIRST NEW YORK INC 345 7TH AVE SUITE 501 NEW YORK,NY10001	45-4296699	501(C)(4)	500,000	ADVANCE EDUCATION REFORM IN LINE WITH STUDENTFIRST'S MISSION

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2013

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
PART I, LINE 2:	EXPENDITURES BY GRANTEES ARE PERIODICALLY MONITORED BY STUDENTSFIRST.

Schedule I (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

STUDENTSFIRST

Employer identification number

27-3659685

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2013

Page 2

Part II

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 in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) 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 other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)MICHELLE JOHNSON FRMRLY RHEEFOUNDER/CEO/DIRECTOR	(i) (ii)	225,546 192,132	0 0	0 0	0 0	3,124 2,661	228,670 194,793	0 0
(2)DOMINIQUE AMISDIRECTOR OF SPECIAL PROJECTS	(i) (ii)	71,768 87,716	0 0	0 0	0 0	2,417 2,954	74,185 90,670	0 0
(3)KELLEN ARNOVP OF MEMBERSHIP	(i) (ii)	97,168 93,357	0 0	0 0	0 0	8,873 8,525	106,041 101,882	0 0
(4)ANGELIA DICKENSGENERAL COUNSEL	(i) (ii)	168,000 32,000	0 0	0 0	0 0	4,779 910	172,779 32,910	0 0
(5)SKY GALLEGOSVP OF NATIONAL ELECTORAL	(i) (ii)	182,500 0	0 0	0 0	0 0	5,795 0	188,295 0	0 0
(6)PHOEBE HOWARDDPTY DIRECTOR OF DVLPMNT (FORMER)	(i) (ii)	43,959 102,571	0 0	0 0	0 0	3,181 7,422	47,140 109,993	0 0
(7)ERIC LERUMVP OF NATIONAL POLICY	(i) (ii)	165,095 22,513	0 0	0 0	0 0	4,846 661	169,941 23,174	0 0
(8)TIMOTHY MELTONVP OF LEGISLATIVE AFFAIRS	(i) (ii)	240,525 0	0 0	0 0	0 0	15,766 0	256,291 0	0 0
(9)REBECCA SIBILIACHIEF OPERATING OFFICER	(i) (ii)	51,807 120,884	0 0	0 0	0 0	1,652 3,855	53,459 124,739	0 0
(10)ENOCH WOODHOUSEVP OF EXTERNAL AFFAIRS	(i) (ii)	105,125 76,125	0 0	0 0	0 0	3,114 2,255	108,239 78,380	0 0
(11)KAHLIL BYRDPRESIDENT (FORMER)	(i) (ii)	185,390 266,781	0 0	0 0	0 0	0 0	185,390 266,781	0 0
(12)AMY DOWELLDIRECTOR OF DEVELOPMENT (FORMER)	(i) (ii)	62,804 62,804	0 0	0 0	0 0	0 0	62,804 62,804	0 0

Schedule J (Form 990) 2013

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference

Explanation

PART I, LINE 4A

KAHLIL BYRD WAS EMPLOYED UNTIL AUGUST 1, 2013. PURSUANT TO A SEVERANCE AGREEMENT, PAYMENTS TOTALING $206,250 WERE MADE BETWEEN AUGUST 2013 AND JANUARY 2014 BY STUDENTSFIRST (SF). IN ACCORDANCE WITH A FORMAL AGREEMENT TO SHARE THE COST OF PERSONNEL, STUDENTSFIRST INSTITUTE (SFI) REIMBURSED SF FOR A PORTION OF THE COST ON A PRO-RATA BASIS OF ACTUAL PERSONNEL TIME. THAT REIMBURSEMENT TOTALED $93,750. AMY DOWELL WAS EMPLOYED UNTIL JUNE 7, 2013. PURSUANT TO A SEVERANCE AGREEMENT, PAYMENTS TOTALING $33,333 WERE MADE BETWEEN JULY 2013 AND AUGUST 2013 BY STUDENTSFIRST (SF). IN ACCORDANCE WITH A FORMAL AGREEMENT TO SHARE THE COST OF PERSONNEL, STUDENTSFIRST INSTITUTE (SFI) REIMBURSED SF FOR A PORTION OF THE COST ON A PRO-RATA BASIS OF ACTUAL PERSONNEL TIME. THAT REIMBURSEMENT TOTALED $16,667. PHOEBE HOWARD WAS EMPLOYED UNTIL NOVEMBER 4, 2013. PURSUANT TO A SEVERANCE AGREEMENT, PAYMENTS TOTALING $12,500 WERE MADE DURING NOVEMBER 2013 BY STUDENTSFIRST (SF). IN ACCORDANCE WITH A FORMAL AGREEMENT TO SHARE THE COST OF PERSONNEL, STUDENTSFIRST INSTITUTE (SFI) REIMBURSED SF FOR A PORTION OF THE COST ON A PRO-RATA BASIS OF ACTUAL PERSONNEL TIME. THAT REIMBURSEMENT TOTALED $12,500.

Schedule J (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

STUDENTSFIRST

Employer identification number

27-3659685

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 1	THE ORGANIZATION HAS A THREE-MEMBER EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE HAS THE POWER TO EXERCISE ANY POWERS GRANTED TO THE BOARD OF DIRECTORS, EXCEPT AS EXPRESSLY LIMITED BY APPLICABLE LAW, IN CIRCUMSTANCES WHEN IT IS IMPRACTICAL FOR THE FULL BOARD TO MEET.
FORM 990, PART VI, SECTION A, LINE 2	REBECCA SIBILIA AND ERIC LERUM ARE RELATED BY MARRIAGE.
FORM 990, PART VI, SECTION B, LINE 11	THE STUDENTSFIRST IRS FORM 990 IS PREPARED INTERNALLY AND IS THEN REVIEWED BY THE PRESIDENT, INTERNAL GENERAL COUNSEL, AND EXTERNAL CERTIFIED PUBLIC ACCOUNTANT. ANY REVISIONS ARE PROVIDED TO THE INTERNAL PREPARER AND, ONCE REVISED, THE FINAL DRAFT IRS FORM 990 IS REVIEWED BY THE ORGANIZATION'S BOARD OF DIRECTORS PRIOR TO SUBMISSION AND FILING WITH THE INTERNAL REVENUE SERVICE.
FORM 990, PART VI, SECTION B, LINE 12C	DIRECTORS AND OFFICERS SHALL DISCLOSE TO THE BOARD ANY FINANCIAL INTEREST WHICH THE DIRECTOR OR OFFICER DIRECTLY OR INDIRECTLY HAS IN ANY PERSON OR ENTITY WHICH IS A PARTY TO A TRANSACTION UNDER CONSIDERATION BY THE BOARD. THE INTERESTED DIRECTOR OR OFFICER SHALL ABSTAIN FROM VOTING ON THE TRANSACTION.
FORM 990, PART VI, SECTION B, LINE 15	THE REVIEW AND APPROVAL OF THE SALARIES OF THE ORGANIZATION'S PRESIDENT, OTHER OFFICERS, AND KEY EMPLOYEES IS CONDUCTED UPON HIRE USING COMPARABILITY DATA, SUCH AS INDUSTRY SURVEYS AND DOCUMENTED COMPENSATION OF PERSONS HOLDING SIMILAR POSITIONS IN COMPARABLE ORGANIZATIONS.
FORM 990, PART VI, SECTION C, LINE 19	THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AVAILABLE AS REQUIRED BY LAW.
FORM 990, PART IX, LINE 11G	CONSULTANTS: PROGRAM SERVICE EXPENSES 514,821. MANAGEMENT AND GENERAL EXPENSES 33,056. FUNDRAISING EXPENSES 2,778. TOTAL EXPENSES 550,655. POLLING: PROGRAM SERVICE EXPENSES 340,125. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 340,125. CANVASSING: PROGRAM SERVICE EXPENSES 1,083,336. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,083,336.
FORM 990, PART XII, LINE 2C	THE PROCESS HAS NOT CHANGED SINCE THE PRIOR YEAR.
SCHEDULE C, PART I-C, LINE 5C	THE ORGANIZATION REQUESTED EINS FOR ALL CONTRIBUTIONS LISTED ON SCHEDULE C.
SCHEDULE I, PART II, SECTION II, LINE 1B	THE ORGANIZATION REQUESTED EINS FOR ALL CONTRIBUTIONS LISTED ON SCHEDULE I.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

STUDENTSFIRST

Employer identification number

27-3659685

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) STUDENTSFIRST INSTITUTE 825 K STREET 2ND FLR SACRAMENTO,CA95814 27-3659574	EDUCATION ADVOCACY	DC	501(C)(3)	LINE 7	STUDENTSFIRST	Yes
(2) STUDENTSFIRST CONNECTICUT 151 NEW PARK AVENUE STE 15C/16 HARTFORD,CT06106 45-4903661	EDUCATION ADVOCACY	DC	501(C)(4)		SFSFI	Yes
(3) PARENTS AND TEACHERS FOR PUTTING STUDENTS FIRST 2350 KERNER BLVD STE 250 SAN RAFAEL,CA94901 45-5233065	EDUCATION ADVOCACY	CA	527		SFSFI	Yes
(4) NEW YORKERS FOR PUTTING STUDENTSFIRST 345 7TH AVENUE STE 501 NEW YORK,NY10001 45-5500314	EDUCATION ADVOCACY	NY	527		SFSFI	Yes
(5) NEW YORKERS FOR PUTTING STUDENTSFIRST INDEPENDENT COMMITTEE 345 7TH AVENUE STE 501 NEW YORK,NY10001 46-3003423	EDUCATION ADVOCACY	NY	527		SFSFI	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2013

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No

Schedule R (Form 990) 2013

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) STUDENTSFIRST INSTITUTE	D	1,000,000	CASH
(2) STUDENTSFIRST INSTITUTE	Q	8,475,000	FAIR MARKET VALUE
(3) STUDENTSFIRST CONNECTICUT	Q	85,821	FAIR MARKET VALUE
(4) STUDENTSFIRST CONNECTICUT	N	0	BELOW 50,000 REPORTING THRESHOLD
(5) STUDENTSFIRST CONNECTICUT	O	0	BELOW 50,000 REPORTING THRESHOLD

Schedule R (Form 990) 2013

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2013

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2013

Additional Data

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