Form Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of he Internal Revenue Code (except black lung benefit trust or private foundation) The organization may have to use a copy of this return to satisfy state reporting requirements. - A For the 2012 calendar year, or tax year beginning and ending 3 Name of organization Employer identification number 9.125325 THE STUDENTS FIRST FOUNDATION Doing Business As STUDENTS MATTER Number and street (or P.0. box it mail IS not delivered to street address) Room/suite Telephone number 3 2 5 SHARON PARK DRIVE 5 2 1 City, town, or post office, state. and ZIP code Gross receipts MENLO PARK . CA 9 4 0 2 5 H(a) Is this a group return pending Name and address of principal officer.DAVID WELCH for affiliates? EWS No SAME AS ABOVE H(b) Are all affiliates included'? Yes No I Tax-exempt status: 501(c)(3) Cl 501(c)( )4 (insert no.) 527 If attach a list. (see instructions) Website: STUDENTSMATTER . ORG H(c) Group exemption number Form of organization: El C0fD0fat|0n Trust l:I Association I: Otherb I Year of formation: 2 0 1 State of legal domicile: CA Part I Summary 6, 1 Bnefly describe the organization's mission or most significant activities: THE ORGAN I ZATI ON SPONSORS IMPACT LITIGATION TO PROMOTE ACCESS TO QUALITY PUBLIC EDUCATION . 2 Check this box I: if the organization discontinued its operations or disposed of more than 25% of its net assets. 3 3 Number of voting members of the governing body (Part VI, line 1a) 3 2 3 4 Number of independent voting members of the governing body (Part VI, line 1b) 4 0 3 5 Total number of individuals employed in calendar year 2012 (Part V, line 2a) 5 0 6 Total number of volunteers (estimate if necessary) 6 0 7 a Total unrelated business revenue from Part column (C), line 12 Ta 0 . Net unrelated business taxable income from Form 990-T, lne 7b 0 . Prior Year Current Year Sig 8 Contributions and grants (Part line 1hProgram service revenue (Part line 2g) AU I 0 . EUR93 10 Investment income (Part column (A), lines Other revenue (Part column (A). lines 5, 6d, 8c, 9c, 10cTotal revenue -- add lines 8 through 11 (must equal Part _lu Grants and similar amounts paid (Part IX, column (A). lines 1-3) 0 . Lu 14 Benefits paid to or for members (Part IX, column (A), line 4) 0 . E33 15 Salaries, other compensation, employee benefits (Part IX, column (A). lines 5-10) 0 . 16a Professional fundraising fees (Part IX, column (A), line 11e) 0 . Total fundraising expenses (Part IX, column (D), line 25Other expenses (Part IX, column (A), lines 11a-11d, 11f-24eTotal expenses Add lines 13-17 (must equal Part IX, column (A), line 25Revenue less expenses. Subtract line 18 from line Beginning of Current Year End of Year mg 20 Totalassets(PartX,line16) 52,433. 149,535. 21 Total liabilities (Part x, line 2655.' 22 Net assets or fund balances. Subtract line 21 from line f1r_8 7 . I Part II Signature Block Under penalties of periury, I declare that I have examined this return, including ompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaratio (ptner tbailfiticgr) IS on alyinlormation of which preparer has any knowledge] Sign Signature of 0fllC?I/ Dat(e'/ Here DAVID WELCH CEO Type or print name and title A I Print/Type preparer's name 'Date fined PTIN Paid PAUL A PODRID .. 08/04/13 P00031353 Preparer Firm's name MORGAN LEV EINANCTAL CORP FirmUse Only Firm's address 4 0 0 0 MOORPARK AVENUE STE 1 1 8 SAN JOSE, CA 95117 Phoneno. 408-554-5875 May the IRS discuss this retum with the preparer (see instructions) . El Yes No 232001 12-10-12 LHA For Paperwork Reduction Act Notice. see the separate instructions. Form 990 (2012) I 7 cl. Form 990 (2012) 5 THE STUDENTS FIRST FOUNDATION 27-3815952 _Eme2 Part |Statement of Program Service Accomplishments 1 4a 4b 4d 4e Total program service expefies 232002 Check if Schedule 0 contains a response to any question in this Part . Briefly descnbe the organization's mission: THE ORGANIZATION SPONSORS IMPACT LITIGATION TO PROMOTE ACCESS TO QUALITY PUBLIC EDUCATION. Did the organization undertake any significant program services dunng the year which were not listed on the prior Form 990 or If 'Yes.' describe these new services on Schedule 0. Did the organization cease conducting, or make significant changes in how it conducts, any program services? If "Yes.' describe these changes on Schedule 0. Describe the organization's program service accomplishments for each of its three largest program services. as measured by expenses Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses. and revenue, if any. for each program service reported. (Code (Expenses 1 4 7 2 2 7 including grants 01$ (Revenue 5 THE ORGANIZATION IS MANAGING AND FUNDING LITIGATION (VERGARA CALIFORNIA) WHOSE GOAL IS TO IMPROVE THE QUALITY OF TEACHERS IN CALIFORNIA. IN THIS CAPACITY IT IDENTIFIED THE ATTORNEYS WHO SERVE AS LEAD COUNSEL IN THE LAWSUIT. IT FURTHER ASSISTED BY HELPING TO IDENTIFY EXPERT WITNESSES AND TO ANALYZE STUDIES THAT HAVE BEEN CONDUCTED IN THIS AREA TO HELP ESTABLISH THE STRATEGY FOR THE PROSECUTION OF THE LAWSUIT. THE RESULTS OF THIS LITIGATION WILL IMPACT VIRTUALLY EVERY STUDENT IN THE STATE OF CALIFORNIA. 2Yes No |:lYes No (Code (Expenses 4 9 1 7 5 8 including grants of (Revenue THE ORGANIZATION HELPED TO MANAGE A CAMPAIGN FOR EDUCATIONAL REFORM AND OUTREACH IN SUPPORT OF THE LITIGATION. IN SOME INSTANCES THE ORGANIZATION WAS ALIGNED WITH OVER ONE HUNDRED EDUCATIONAL ORGANIZATIONS TO CREATE A COMMON VIEWPOINT. THE CAMPAIGN ALSO CREATED THE NECESSARY OUTREACH TO EDUCATIONAL ORGANIZATIONS INCLUDING SCHOOL SUPERINTENDENTS, EDUCATION PROFESSIONALS AND OTHER PHILANTHROPIC ORGANIZATIONS. (Code (Expenses 4 0 0 0 0 including grants of (Revenue 5 THE ORGANIZATION ENGAGED IN A PROGRAM OF COMMUNITY OUTREACH TO CREATE A GRASS ROOTS EXPANSION OF ITS EDUCATIONAL PHILOSOPHY AND STRATEGY WITHIN THE COMMUNITY. THE ORGANIZATION SUCCESSFULLY CREATED AWARENESS OF ITS VISION, MISSION AND THE BENEFITS ITS ACTIVITIES WOULD BRING TO THE COMMUNITY. Other program services (Descnbe in Schedule 0.) (Expenses (Revenue 5 includirmjrants or 5 2.0044928. Form 990 (2012) 12-10-12 I Form 99o(2o12) THE STUDENTS FIRST FOUNDATION 7--3816952 Page3 [flirt IV Checklist of Required Schedules . Yes No 1 Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a pnvate foundation)? If 'Yes,' complete ScheduleA 1 2 Is the organization required to complete Schedule B, Schedule of Contributors? 2 3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? lf 'Yes, complete Schedule C, Part! 3 4 Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If 'Yes, complete Schedule C, Part II 4 5 Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Flevenue Procedure 98-19? If 'Yes, complete Schedule C, Part 5 6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If 'Yes, complete Schedule D, Part! 6 7 Did the organization receive or hold a conservation easement, including easements to preserve open space, the environment, historic land areas, or historic structures? If 'Yes, complete Schedule D, Part ll 7 8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If 'Yes, complete Schedule D, 8 9 Did the organization report an amount in Part X, line 21, for escrow or custodial account liability, serve as a custodian for amounts not listed in Part X, or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes, complete Schedule D, Part IV 9 10 Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments. or quasi-endowments? If 'Yes,' complete Schedule D, Part 10 11 If the organization's answer to any of the following questions is 'Yes," then complete Schedule D, Parts VI, VII, IX, or as applicable. a Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If 'Yes, complete Schedule D, Partvl 11a Did the organization report an amount for investments - other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes, complete Schedule D, Part VII 11b 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, hne 16? If 'Yes, complete Schedule D, Part 1 1c 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 1 1d Did the organization report an amount for other liabilities in Part X, fine 25? If 'Yes, complete Schedule D, Fartx 1 1e 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 1 1f 12a Did the organization obtain separate, independent audited financial statements for the tax year? If 'Yes, complete Schedule D, Parts XI and 12a Was the organization included in consolidated, independent audited financial statements for the tax year? If 'Ya, and if the organization answered 'No' to line 12a, then completing Schedule D, Parts XI and IS optional 12b 13 Is the organization a school described in section 170(b)(1)(A)(iD? If 'Yes, complete Schedule 13 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 land IV 14b 15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If 'Yes, complete Schedule F, Parts II and IV 15 16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If "Ya, complete Schedule F, Parts Ill and IV 16 17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Partl . 17 18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part lines 1c and 8a? If 'Yes, complete Schedule G, Part ll 18 19 Did the organization report more than $15,000 of gross income from gaming activities on Part line 9a? If 'Yes,' complete Schedule G, Part . 19 20a Did the organization operate one or more hospital facilities? If 'Yes, complete Schedule 20a If 'Yes' to line 20a, did the organization attach a copy of its audited financial statements to this return? .. 20b Form 990 (2012) 232003 12-10-12 Form 990 2012) THE STUDENTS FIRST FOUNDATION _27 -- Paqe 4 u3art Checklist of Required Schedules (continued) Yes No 21 Did the organization report more than $5,000 of grants and other assistance to any govemment or organization in the United States on Part IX, column (A), line 1? If 'Yes, complete Schedule l, Parts land ll . . 21 Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If 'Yes, complete Schedule I, Parts land Ill 22 Did the organization answer 'Yes' to Part VII, Section A, line 3, 4, or 5 daout compensation of the organization's current and former officers, directors, trustees, key employees, and highest compensated employees? If 'Yes, complete Schedule 23 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 lf 'No go to line 25 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 dunng 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, Partl 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 pnor Forms 990 or If 'Yes, complete Schedule L, Partl 25b 26 was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization's tax year'? If 'Yes, complete Schedule L, Part ll 26 27 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? lf 'Yes, complete Schedule L, Part 27 28 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 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 29 Did the organization receive more than $25,000 in non-cash contributions? If 'Yes, complete Schedule 29 30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If 'Yes, complete Schedule 31 Did the organization liquidate, terminate, or dissolve and cease Operations? If 'Yes,' complete Schedule N, Partl . 31 32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets?ll 'Yes, complete Schedule N, Part ll 32 33 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301 7701-2 and 301 7701-3? If 'Ya, complete Schedule Fl, Part I . Was the organization related to any tax-exempt or taxable entity? If 'Yes, complete Schedule Fl, Part ll, or IV, and PartV.lIn97 . .. . .. .. 34 35a Did the organization have a controlled entity within the meaning of section 512(b)(13)? 35a 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)? lf 'Yes, complete Schedule Fi', Part V, line 2 35b 36 Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-chantable related organization? ll 'Yes,' complete Schedule H, Part V, line 2 36 37 Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If 'Yes, complete Schedule H, Part VI 37 38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule 0 . . 38 Fonn 990 (2012) 232004 12-10-12 Form 990 (2012) Part S_tatements Regarding Other IRS Filings and Tax Compliance THE STUDENTS FIRST FOUNDATION Check if Schedule 0 contains a response to any question in this Part 27--3816952 Page 5 Cl Yes No 1a Enter the number reported in Box 3 of Form 1096. Erter 0- if not applicable 1a 8 Enter the number of Forms W-2G included in line 1a. Enter 0- if not applicable 1b 0 Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? 1c 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, filed for the calendar year ending with or within the year covered by this return 2a 0 If at least one IS reported on line 2a, did the organization file all required federal employment tax returns? 2b Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions) 3a Did the organization have unrelated business gross income of $1,000 or more during the year? 3a If 'Yes,' has it filed a Form 990-T for this year? If 'No, provide an explanation in Schedule 0 3b 4a At any time during the calendar year, did the organization have an interest in. or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? 4a If 'Yes,' enter the name of the foreign country: See instructions for filing requirements for Form TD 90-22.1, Report of Foreign Bank and Financial Accounts. 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? 5a Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? 5b If 'Yes,' to line 5a or 5b, did the organization file Form 5c 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions? 6a If 'Yes,' did the organization include with every solicitation an express statement that such contributions or grits were not tax deductible? 6b 7 Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? 7a it 'Yes,' did the organization notify the donor of the value of the goods or services provided? 7b Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? . . 7c If "Yes," indicate the number of Forms 8282 filed during the year 7d Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? 7e Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 'If 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 7h 8 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? 8 9 Sponsoring organizations maintaining donor advised funds. a Did the organization make any taxable distributions under section 4966? 9a Did the organization make a distribution to a donor, donor advisor, or related person? 9b 10 Section 501(c)(7) organizations. Enter: a Initiation fees and capital contributions included on Part line 12 10a Gross receipts. included on Form 990, Part line 12, for public use of club facilities 10b 11 Section 501(c)(12) organizations. Enter: a Gross income from members or shareholders 1 1a 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 lieu of Form 1041? 12a If 'Yes,' enter the amount of tax-exempt interest received or accrued dunng the year 12b I 13 Section 501(c)(29) qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state? 13a Note. See the instructions for additional information the organization must report on Schedule 0. 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," ha_s it filed a Form 720 to report these payments? If 'No, provide an explanation in Schedule 0 14b Form 990 (2012) 232005 12- 10-12 Form 99oi2o12) THE STUDENTS FIRST FOUNDATION 27--3816952 Page6 Part VI Governance, Management, and Disclosure For each "Yes' response to lines 2 through 7b below, and lore 'No' response to line 8a, 8b, or 10b below, descnbe the circumstances, processes, or changes in Schedule 0. See instructions. Check if Schedule 0 contains a response to e_iny question in this Part VI LEI Section A. Governing Body and Management Yes No 1a Enter the number of voting members of the governing body at the end of the tax year 1a 2 If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule 0. Enter the number of voting members included in line 1a, above, who are independent 1b 0 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? 2 3 Did the organization delegate control over management duties customanly performed by or under the direct supervision of officers, directors, or trustees, or key employees to a management company or other person? 4 Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? Did the organization become aware during the year of a significant diversion of the organization's assets? 6 Did the organization have members or stockholders? 7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? 7a Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? 7b 3 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following: a The governing body? 8a Each committee with authority to act on behalf of the governing body? 8b 9 Is there any officer, director, trustee, or key employee listed in Part Vll, Section A, who cannot be reached at the orqanization's mailing address? If 'Yes, provide the names and addresses in Schedule 0 . . .. 9 U1 0501-#03 xx Section B. Policies (This Section 8 requests information about policies not required by the lntemal Revenue Code.) Yes No 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? 1 1a Describe in Schedule 0 the process, if any, used by the organization to review this Form 990. 12a Did the organization have a written conflict of interest policy? If 'No, go to line 13 12a Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? 12b Did the organization regularly and consistently monitor and enforce compliance with the policy? If 'Yes,' descnbe in Schedule 0 how this was done 12c 13 Did the organization have a written whistleblower policy? 13 14 Did the organization have a written document retention and destruction policy? 14 15 Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data. and contemporaneous substantiation of the deliberation and decision? a The organization's CEO, Executive Director, or top management official 15a Other officers or key employees of the organization 15b If 'Yes' to line 15a or 15b, describe the process in Schedule 0 (see instructions). 16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? 16a NM NM if 'Yes,' did the organization follow a wntten policy or procedure requinng 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? 161; Section C. Disclosure 17 List the states with which a copy of this Form 990 is required to be filed PCA 18 Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (Section 501(c)(3)s only) available for public inspection. indicate how you made these available. Check all that apply. i:i Own website Ci Another's website Upon request I: Other (explain in Schedule 0) 19 Describe in Schedule 0 whether (and if so, how), the organization made its governing documents. conflict of interest policy, and financial statements available to the public dunng the tax year. 20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization: THE ORGAN I ZAT I ON 325 SHARON PARK DRIVE . NO. 521 . MENLO PARK. CA 94025 i3??5'fi2 Form 990 (2012) I: Form 990 (2012) THE STUDENTS FIRST FOUNDATION Pagfl |Part Vl|| Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors Check if Schedule 0 contains a response to any question in this Part VII Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization's tax year. 0 List all of the or anization's current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation. Enter -0- in columns (E), and (F) if no compensation was paid. 0 List all of the organization's current key employees, if any. See instructions for definition of 'key employee.' 0 List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form of more than $100,000 from the organization and any related organizations. 0 List all of the organization's former officers, key employees, and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. 0 List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations List persons in the 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) (B) (C) (D) (E) (F) Name and Title Average (do no, one Reportable Reportable Estimated hours per box, iinioss person is both an compensation compensation amount of week 3 from from related other (list any the organizations compensation hours for 3 organization from the 'related E. organization organizations :1 fig' and related below 1% 5 E, organizations line) 2 5 :2 (1) DAVID WELCH 2 . 00 DIRECTOR AND CEO 0 . 0 . 0 . (2) TED SCHLEIN 2 . 00 DIRECTOR AND CFO 0 . 0 . 0 . (3) MIT SHAH 2 . 00 SECRETARY 0 . 0 . 0 . 232007 12-1o-12 Form 990 (2012) Form 990 (2012) THE STUDENTS FIRST FOUNDATION g7--3315952 Part I Section A. Officers, Directors, Trustees. Key Em aloyees, and Highest Compensated Employees (continued) Pagfl (A) (B) (C) (D) (E) (F) Name and title AVe|'39e (do not one Reportable Reportable Estimated Per box, unless person I5 both an compensation compensation amount of Week from from related other 0'51 any -3 the organizations compensation 70' E: organization from the 'elated organization organizations and reiated b9'?W 3 E3 .--. organizations line) 2 5 1b Sub-total 0 . 0 . 0 . Total from continuation sheets to Part VII, Section Total (add lines Total number of individuals Gncluding but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization 0 Yes No 3 Did the organization list any former officer. director, or trustee. key employee. or highest compensated employee on line 1a? If 'Yes, complete Schedule for such individual 3 4 For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization A and related organizations greater than $150,000? If 'Yes, complete Schedule for such individual 4 5 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 for such person 5 Section B. Independent Contractors 1 Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization Fleport compensation for the calendar year ending with or within the organization's tax year. (A) (B) (C) Name and business address Description of services Compensation GIBSON DUNN CRUTCHER 333 GRAND AVENUE, LOS ANGELES, CA 90071 LITIGATION 1,115,912. GRIFFIN SCHAKE CONSULTING. INC. 9171 WILSHIRE BLVD, STE 40 0 LOS ANGELES CA PUBLIC RELATIONS 490 000 . QUINN EMANUEL 8 65 FIGUEROA ST . 10TH FLOOR, LOS ANGELES, CA 90017 LITIGATION 356 358 . 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 3 Form 990 (2012) 232008 12-10-12 Form 990 (2012) THE STUDENTS FIRST FOUNDATION Pagfl Part _Statement of Revenue Check if Schedule 0 contains a response to any question in this Part . . El (A) (B) (C) Total revenue Related or Unrelated venu excluded exempt function business revenue revenue or 14' e2 1 a Federated campaigns 1a 3 3 Membership dues 1b Fundraising events 1c 55 Related organizations 1d Government grants (contributions) 1e All other contributions, gifts, grants, and similar amounts not included above 11Noncash contributions included in lines 1a-1.549.031. Business Code 2 a 3 '3 g? 9 All other program service revenue Tfigl. Add lines 2a-2f 3 Investment income (Including dividends, interest, and other similar amounts) 6 . 6 . 4 Income from investment of tax-exempt bond proceeds 5 Royalties . Real (ll) Personal 6 a Gross rents Less: rental expenses Rental income or (loss) Net rental income or (loss) 7 a Gross amount from sales of (0 Securities (ID Other assets other than inventory Less. cost or other basis and sales expenses Gainor(loss) <6,816.> Netgainor(loss) <6,8l6.> <6,816.> q, 8 a Gross income from fundraising events (not including contributions reported on line 1c) See 3 Part IV, line 18 Less direct expenses Net income or (loss) from fundraising events 9 a Gross income from gaming activities. See Part IV, line 19 Less' direct expenses Net income or (loss) from gaming activities 10 a Gross sales of inventory, less returns and allowances Less cost of goods sold Net income or (loss) from sales of inventory Miscellaneous Revenue Business Code 11 a All other revenue Total. Add lines 11a-11d 12 Total revenue. See instructionsForm 990 (2012) Form 990 (2012) THE STUDENTS FIRST FOUNDATION g7--3816952 Page 10 Part Statement of Functional Expenses and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A). Check if Schedule 0 contains a response to any question in this Part "or mclude amounts reported ""95 6b' Total expenses Program service Management and Fundraising 75>> 35- 9b: 79" Pa" expenses general expenses expenses 1 Grants and other assistance to governments and organizations in the United States. See Part IV, line 21 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 6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) 7 Other salaries and wages 8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) 9 Other employee benefits 10 Payroll taxes 11 Fees for services (non-employees): Management Legal 5,803. 5,308. Accounting 1,500. 1,500. Lobbying Professional fundraising services. See Part IV, line 17 Investment management fees Other. (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses Advertising and promotion 13 Office expenses 953 . 477 . 476 . 14 Information technology 15 Royalties 16 Occupancy 17 Travel 2,796. 2,795. 18 Payments of travel or entertainment expenses for any federal, state, or local public officials 19 Conferences. conventions, and meetings 20 Interest 21 Payments to affiliates 22 Depreciation, depletion, and amortization 23 Insurance 24 Other expenses. Itemize expenses not covered above. (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24a expenses on Schedule 0.) a PROGRAM SERVICES - LITI 1,472,270. 1,472,270. PUBLIC RELATIONS 491,758. 491,758. COMIVKTNITY OUTREACH 40,000. 40,000. EVENT EXPENSES 3,454. 3,454. All otherexpenses 1, 050. 1,050. 25 2,021,377. 2,004,028. 9,573. 7,775. 26 Joint costs. Complete this line only if the organization reported in column (B) ioint costs from a combined educational campaign and fundraising solicitation. Check W9 ii following sop as-2 (ASC 953-720) 232010 12-10-12 FOITT1 990 (2012) 1 Form 990 2012) THE STUDENTS FIRST FOUNDATION [Part Bafiince Sheet 27--3816952 Check if Schedule 0 contains a response to any question in this Part I: (B) Beginni(n'g) of year End of year 1 Cash - non-interest-bearing Savings and temporary cash investments Pledges and grants receivable, net 3 4 Accounts receivable. net 4 5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule 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 instr) Complete Part II of 6 7 Notes and loans receivable, net 7 2 8 Inventories for sale or use 8 9 Prepaid expenses and deferred charges 9 10a Land, buildings, and equipment cost or other basis Complete Part VI of Schedule 10a Less accumulated depreciation 10b 10c 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, Ilne Total assets. Add lines 1 through 15 (must equal line Accounts payable and accrued expenses 17 18 Grants payable 18 19 Deferred revenue 19 20 Tax-exempt bond liabilities 20 3 21 Escrow or custodial account liability. Complete Part IV of Schedule 21 2 Loans and other payables to current and former officers. directors, trustees, key employees, highest compensated employees, and disqualified persons. CompIetePart||ofScheduleL 472,764. 22 949,122. 23 Secured mortgages and notes payable to unrelated third parties 23 24 Unsecured notes and loans payable to unrelated third parties 24 25 Other liabilities Gncluding federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part of Schedule 25 26 Total liabilities. Add iines 17 through 25 472 764 . 26 9491 122 . Organizations that follow SFAS 117 (ASC 958), check here and 3 complete lines 27 through 29, and lines 33 and 34. 27 Unrestricted net assets 27 28 Temporarily restricted net assets 28 '2 29 Permanently restricted net assets 29 ,3 Organizations that do not follow SFAS 117 (ASC 958), check here IE 3 and complete lines 30 through 34. *3 30 Capital stock or trust principal, or current funds 0 . 30 0 . 31 Paid-in or capital surplus, or land, building, or equipment fund Retained earnings, endowment, accumulated income, or other funds 33 <799 .437 34 Total liabilities and net assets/fund balances Form 990 (2012) 232011 12- 10-12 11 Form 990l2012) THE STUDENTS FIRST FOUNDATION Part XI Reconciliation of Net Assets Check if Schedule 0 contains a response to any question in this Part Xl Total revenue (must equal Part column (A). line 12) g7--3315952 Egm12 1,642,221. Total expenses (must equal Part IX, column (A), line 25) 2.021.377. Revenue less expenses Subtract line 2 from line 1 <379.156.> Net assets or fund balances at beginning of year (must equal Part X, line 33, column <420,331.> Net unrealized gains (losses) on investments Donated services and use of facilities Investment expenses Prior period adiustments Other changes in net assets or fund balances (explain in Schedule 0) 0. Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column -A C3 <799,487.> I Part Financial Statements and Reporting Check if Schedule 0 contains a response to any question in this Part XII E3 2a 3a Accounting method used to prepare the Form 990 Cash El Accrual Other If the organization changed its method of accounting from a prior year or checked 'Other,' explain in Schedule 0. 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: I: Separate basis CI Consolidated basis :1 Both consolidated and separate basis Were the organization's financial statements audited by an independent accountant? If "Yes," check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both :1 Separate basis I: Consolidated basis Both consolidated and separate basis If "Yes" to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant? If the organization changed either its oversight process or selection process during the tax year, explain in Schedule 0. As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit- or audits, explain why in Schedule 0 and describe any steps taken to undergo such audits Yes 232012 12-10-12 Form 990 (2012) SCHEDULE A (Form 990 or 990-EZ) Department of the Treasury Internal Revenue Service OMB No 1545-0047 Public Charity Status and Public Support Complete if the organization is a section 501(c)(3) organization or a section 12 4947(a)(1) nonexempt charitable trust. Attach to Form 990 or Form 990-EZ. I See separate instructions. Name of the organization Employer identification number 27--3816952 THE STUDENTS FIRST FOUNDATION I Part I I Reason for Public Charity Status (All organizations must complete this part.) See instructions The organization IS not a private foundation because it is: (For lines 1 through 11, check only one box.) I: Cl on an 11"' 10 11 DD A church, convention of churches, or association of churches described in section A school described in section (Attach Schedule E) A hospital or a cooperative hospital service organization described in section A medical research organization operated in conjunction with a hospital described in section Enter the hospital's name, city, and state" An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section (Complete Part II) A federal, state, or local government or governmental unit described in section An organization that normally receives a substantial part of its support from a governmental unit or from the general public descnbed in section (Complete Part ll.) A community trust described in section (Complete Part II.) An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions - sub)ect to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part An organization organized and operated exclusively to test for public safety. See section 509(a)(4). An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h. a 1:1 Type I Type II 1:1 Type - Functionally integrated Type - Non-functionally integrated By checking this box, I certify that the organization lS not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). If the organization received a written determination from the IRS that it IS a Type I. Type ll. or Type supporting organization, check this box Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons? A person who directly or indirectly controls, either alone or together with persons described in G0 and (ill) below, the governing body of the supported organization? (ii) A family member of a person described in above? A 35% controlled entity of a person described in (D or 00 above? Provide the following information about the supported organization(s). Name of supported organization (vi) Is the organization in col. organized in the Did you notify the organization in col. of your support? No (ii) EIN Type of organization iv) '5 (described on lines 1-9 F1 001- (I) "Sled In YOUF above or IRC section governing document' (see instructions)) No (vii) Amount of monetary support Yes Yes Yes No Total LHA For Paperwork Reduztion Act Notice, see the Instructions for Schedule A (Form 990 or 990-EZ) 2012 Form 990 or 990-EZ. 232021 12-04-12 1'2 Schedule A orm 990 or 990-E 2012 THE STUDENTS FIRST FOUNDATION Page 2 - Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part If the organization fails to qualify under the tests listed below, please complete Part Section A. Public Support Calendar year (or fiscal year beginning in) 2008 2009 2010 2011 2012 Total 1 Gifts, grants, contributions. and membership fees received (Do not include any "unusual grants Tax revenues levied for the organ- ization's benefit and either paid to or expended on its behalf 3 The value of services or facilities furnished by a governmental unit to the organization without charge 4 Total.Addiines1through3 1549031. 1549031. 5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column 6 Public support. surname 5 from line Section B. Total Support Calendar year (or fiscal year beginning in) 2008 2009 2010 2011 2012 Total 7 1549031. 1549031. 8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources 6 . 5 . 9 Net income from unrelated business activities, whether or not the business is regularly carried on 10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV) 11 Total support. Add iines 7 through Gross receipts from related activities, etc. (see instructions) 12 I 13 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501 organization, check this box and stop here . . . Section C. Computation of Public Support Percentage 14 Public support percentage for 2012 (line 6, column divided by line 11, column 14 15 Public support percentage from 2011 Schedule A, Part II, line 14 15 16a 33 113% support test - 2012. if the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization . . . I: 33 1/3% support test - 2011. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more. check this box and stop here. The organization qualifies as a publicly supported organization Cl 17a 10% -facts-and-circumstances test - 2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and rf the organization meets the 'facts-andcircumstances' test, check this box and stop here. Explain in Part IV how the organization meets the test. The organization qualifies as a publicly supported organization I: 10% -facts-and-circumstances test - 2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the 'facts-and-circumstances' test, check this box and stop here. Explain in Part IV how the organization meets the "facts-and-circumstances' test The organization qualifies as a publicly supported organization 18 Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions . 1:1 Schedule A (Form 990 or 990-EZ) 2012 232022 12-04-12 1A Schedule A (Form 990 or 990-EZ) 2012 Page 3 Part Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.) Section A. Public Support Calendar year (or fiscal year beginning in) 2008 2009 2010 2011 2012 Total 1 Gifts, grants, contributions, and membership fees received. (Do not include any 'unusual grants.') 2 Gross receipts from admissions, merchandise sold or services per- formed, or facilities furnished in any activity that IS related to the organization's tax-exempt purpose 3 Gross receipts from activities that are not an unrelated trade or bus- iness under section 513 4 Tax revenues levied for the organ- ization's benefit and either paid to or expended on its behalf 5 The value of services or facilities furnished by a governmental unit to the organization without charge 6 Total. Add lines 1 through 5 7a Amounts included on lines 1, 2, and 3 received from disqualified persons Amounts included on lines 2 and 3 received from otha than disqualified persons that exceed the greater of $5,000 or 1% at the amount on line 13 for the year Add lines 7a and 7b 8 Public support (Sulitiactline Tctiom line 6) Section B. Total Support Calendar year (or fiscal year beginning in) 2008 2009 2010 2011 2012 Total 9 Amounts from line 6 10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975 Add lines 10a and 10b 11 Net income from unrelated business activities not included in line 10b, whether or not the business IS regularly carried on 12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) 13 Total support. (Add lines 9, 10c, 11, and 12) 14 First five years. If the Form 990 IS for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop fie . . Section C. Computation of Public Support Percentage 15 Public support percentage for 2012 (line 8, column (1) divided by line 13, column 15 16 Public support percentage from 2011 Schedule A, Pait Ill, line 15 16 Section D. Computation of Investment Income Percentage 17 Investment income percentage for 2012 (line 10c, column divided by line 13, column 17 18 Investment income percentage from 2011 Schedule A, Part line 17 18 19a 33 113% support tests - 2012. If the organization did not check the box on line 14, and line 15 is more than 33 and line 17 is not more than 33 check this box and stop here. The organization qualities as a publicly supported organization . 33 1/3% support tests - 2011. if the organization did not check a box on line 14 or line 19a, and line 16 IS more than 33 and line 18 is not more than 33 check this box and stop here. The organization qualifies as a publicly supported organization 20 figte foundation. If the organization did not check a box on line 14, 19a_, or 19b, check this box and see instructions I: 232023 12-o4-12 Schedule A (Form 990 or 990-3) 2012 'll: SCHEDULE (Form 990) Department of the Treasury Internal OMB No 1545-0047 2012 Open to Public Inspection 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, 123, or 12b. Attach to Form 990. DSee separate instructions. Revenue Service Name of the organization Employer identification number 27-3816952 THE STUDENTS FIRST FOUNDATION Part I Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts.compIete if the organization answered 'Yes' to Form 990, Part IV, line 6. Donor advised funds 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 5 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? I: Yes I: No 6 Did the organization inform all grantees. donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefitPart II I Conservation Easements. Complete if the organization answered 'Yes' to Form 990, Pat IV, line 7. 1 Purpose(s) of conservation easements held by the organization (check all that apply). I: Preservation of land for public use recreation or education) Preservation of an historically important land area Protection of natural habitat Preservation of a certified historic structure Preservation of open space 2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year Year a Total number of conservation easements Total acreage restricted by conservation easements Number of conservation easements on a certified historic structure included in Number of conservation easements included in acquired after 8/17/06, and not on a historic structure listed in the National Register 3 Number of conservation easements modified, transferred released, extinguished, or terminated by the organization during the tax year 4 Number of states where property subject to conservation easement IS located 5 Does the organization have a written policy regarding the periodic monitoring, inspection. handling of violations, and enforcement of the conservation easements it holds? Yes No 6 Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year 7 Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements dunng the year 8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section and section . . . . . . . .. . . Yes :1 No 9 In Part describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting for conservation easements. Part Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets. Complete if the organization answered 'Yes' to Form 990, Pat lV, line 8. 13 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 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: Revenues included in Form 990, Part line 1 (ii) Assets included in Form 990, Part If the organization received or held works of art, historical treasures. or other similar assets for financial gain, provide 2 the following amounts required to be reported under SFAS 116 (ASC 958) relating to these items: a Revenues included in Form 990, Part line 1 Assets included in Form 990, Part LHA For Paperwork Redtntion Act Notice, see the Instructions for Form 990. Schedule (Form 990) 2012 232051 12-10-12 22 Schedule (Form 990) 2012 THE STUDENTS FIRST FOUNDATION Page 2 I Orgflizations Maintaining Collections of Art, Historical Treasures, or Other Similar ASSetS(continuea) 3 Using the organization's acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply)- a CI Public exhibition cl I: Loan or exchange programs Scholarly research Other El Preservation for future generations 4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose in Part 5 During the year, did the organization or receive donations of art, histoncal 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 I Part IV I 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, fine 21. 1a Is the organization an agent, trustee. custodian or other intermediary for contributions or other assets not included on Form 990, Part I: Yes El No If 'Yes,' explain the arrangement in Part and complete the following table: Amount Beginning balance Additions during the year Distributions during the year Ending balance 2a Did the organization include an amount on Form 990. Part X, line 21? No If 'Yes,' explain the arrangement in Part Check here if the explanation has been provided in Pa_irt I: [Part I Endowment Funds. Complete if the organization answered 'Yes' to Form 990, Part IV, line 10. Current year Prior year Two years back Three years back Four years back 1a Beginning of year balance Contributions Net investment earnings, gains, and losses Grants or scholarships Other expenditures for facilities and programs Administrative expenses 9 End of year balance . 2 Provide the estimated percentage of the current year end balance (line 1g, column held as: a Board designated or quasiendowment Permanent endowment I Temporarily restricted endowment The percentages in lines 2a, 2b, and 2c should equal 100%. 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization by: unrelated organizations (ii) related organizations If 'Yes' to 3a(ii), are the related organizations listed as required on Schedule Fl? 4 Describe in Part the intended uses of the organization's endowment funds. Part VI Land, Buildings, and Equipment. See Form 990, Part X, line 10. Description of property Cost or other Cost or other Accumulated Book value basis (investment) basis (other) depreciation GD (1 (1 CT 1a Land Buildings Leasehold improvements cl Equipment Other Eat. Add lines 1a through 1e. (Column must equal Form 990, Part XgooIumrfiBl, line 10Lc) . Schedule (Form 990) 2012 232052 12-10-12 '21 2012 TH Part VII Investments -- Oth Securities. See Form 990. Pat X. line 12. Description of security or category fincluding name ol security) (to) Book value (1) Financial denvatives (2) Closely-held equity interests (3) Other Method of valuation: Cost or end-of-year market value Part Investments - ram Related. See Form 990 Part line 13. Description of investment type Book value Method of valuation: Cost or endof-year market value 1 Part IX Other Assets. See Form 990. Part fine 15. Description Book value ITED Part Other Liabilities. See Form 990. Part X, line 25. 1_ Description of liability Federal income taxes Book value 1 1 1 1 Total. must Form 990 Part col. line 25. 2. FIN 48 (ASC 740) Footnote In Part 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 i:i Schedule (Form 990) 2012 232053 12-10-12 Schedule (Form 990) 2012 THE STUDENTS FIRST FOUNDATION 27-3816952 Paqe4 [Part |Reconciliation of Revenue per Audited Financial Statements with Revenue per Return 1 Total revenue, gains, and other support per audited financial statements 1 2 Amounts included on line 1 but not on Form 990, Pat line 12: a Net unrealized gains on investments 2a Donated services and use of facilities 2b Recoveries of pnor year grants 2c Other (Descnbe in Part 2d Add lines 2a through 2d 2e 3 Subtract line 2e from line 1 3 4 Amounts included on Form 990, Part line 12, but not on line 1: a Investment expenses not included on Form 990, Pat line 7b 4a Other (Describe in Part 4b Add lines 4a and 4b 4c 5 Total revenue. Add lines 3 and 4c. (T his must equal Form 990, Part I, line 12) 5 Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return 1 Total expenses and losses per audited financial statements 1 2 Amounts included on line 1 but not on Form 990, Part IX, line 25: a Donated services and use of facilities 2a Prior year adiustments 2b Other losses 2c Other (Describe in Part 2d Add lines 2a through 2d 2e 3 Subtract line 2e from line 1 . . . 3 4 Amounts included on Form 990, Part IX, line 25, but not on line 1: a Investment expenses not included on Form 990, Part line 7b 4a Other (Descnbe in Part 4b Add lines 4a and 4b . 4c 5 Total expenses Add lines 3 and 4c. (T his must equal Form 990, Part I, line 18 5 [Part Supplemental Information Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part lines 1a and 4; Part IV, 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 232054 12-10-12 QR Schedule (Form 990) 2012 SCHEDUICE Transactions With Interested Persons (Form 990 or 990-E2) Complete if the organization answered 1 2 "Yes" on Form 990, Part IV, line 25a, 25b, 26, 27. 28a, 28b. or 28c, Depmmegt who Treasury or Form 990-EZ. Part V, line 38a or 40b. Internal Revenue Service Attach to Form 990 or Form 990-E2. See separate instructions. Insrlejgfiggn Name of the organization Employer identification number THE STUDENTS FIRST FOUNDATION fl-3316952 Part I Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only). Complete if the organization answered 'Yes' on Form 990, Part IV, line 25a or 25b, or Form 990-E2, Part V, line 40b. Relationship between disqualified Description of transaction person and organization 1 Name of disqualified person (cu Corrected? Yes No 2 Enter the amount of tax incurred by the organization managers or disqualified persons dunng the year under section 4958 3 Enter the amount of tax, if any, on line 2, above, reimbursed by the organization . Part ll Loans to and/or From Interested Persons. Complete if the organization answered "Yes' on Form 990-EZ, Part V, line 38a or Form 990, Part IV. line 26; or if the organization an amount on Form 990 Part line 5 6 or 22. (3) Name 0f Purpose id) Original Balance due (9) 1" (5) interested person Orgamgtlon of loan ., principal amount default? agreement? To From DAVID IRE 122. 4 122. Grants or ce ne Complete if the organization answered 'Yes' on Form 990, Part IV, line 27. Name of interested person Relationship between (cl Amount of Type of lel Pyrpose of mterested person and assistance assistance assistance the organization LHA For Paperwork Redtntion Act Notice. see the Instructions for Form 990 or 990-EZ. Schedule (Form 990 or 990-EZ) 2012 SEE PART FOR CONTINUATIONS 32231.- 9 Schedu|eL(Form 990 or THE STUDENTS FIRST FOUNDATION Part IV Business Transactions Involving Interested Persons. 3:7-3816952 Paqe2 Complete if the organization answered 'Yes' on Fonn 990, Part IV, line 28a, 28b, or 28c. Name of interested person Relationship between interested Amount of of person and the organization transaction transaction mvenuesg Yes No Part I Supplemental Information Complete this part to provide additional information for responses to questions on Schedule (see instructions). SCHEDULE L, PART II, LOANS TO AND FROM INTERESTED PERSONS: (A) NAME OF PERSON: DAVID WELCH (WELCH FAMILY TRUST) (13) RELATIONSHIP WITH ORGANIZATION: DIRECTOR AND CEO (C) PURPOSE OF LOAN: FINANCE OPERATIONS 232132 12-03-12 Schedule (Form 990 or 990-EZ) 2012 SCHEDULE Noncash Contributions (Form_ 990) 1 2 Complete if the organizations answered "Yes" on Form Department of the Treasury 990, Part IV, lines 29 or 30. Open to Public Internal Revenue Service Attach to Form 990' Inspection Name of the organization Employer identification number THE STUDENTS FIRST FOUNDATION 27--3816952 Part I Types of Property la) (bl (C) Check if Number of Noncash contribution Method of detenriining applicable Contributions Or amounts reported 0" noncash contribution amounts items contnbuted Form 990. Pe_a_rt I_i_n_e 1q Art - Works of art Art - Historical treasures Art - Fractional interests Books and publications Clothing and household goods Cars and other vehicles Boats and planes Intellectual property Securities - Publicly traded TRADED SECURI Securities - Closely held stock .Securities - Partnership. LLC. or trust interests 12 Securities - Miscellaneous 13 Qualified conservation contribution - Historic structures 14 Qualified conservation contribution - Other 15 Real estate - Residential 16 Real estate - Commercial 17 Real estate - Other 18 Collectibles 19 Food inventory 20 Drugs and medical supplies 21 Taxidermy 22 Histoncal artifacts 23 Scientific specimens 24 Archeological artifacts 25 other 26 Other 27 Other 23 Other 29 Number of Forms 8283 received by the organization during the tax year for contnbutions for which the organization completed Form 8283. Part IV, Doriee Acknowledgement 29 Yes No 30a During the year, did the organization receive by contnbution any property reported in Part I, lines 1-28 that it must hold for at least three years from the date of the initial contnbution, and which IS not required to be used for exempt purposes for the entire holding period? 30a If "Yes," describe the arrangement in Part II. A 31 Does the organization have a acceptance policy that requires the review of any non-standard contributions? 31 32a Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash contnbutions? 32a If 'Yes,' describe in Part ll. 33 If the organization did not report an amount in column for a type of property for which column is checked, describe in Part II. LHA For Paperwork Redtction Act Notice, see the Instructions for Form 990. Schedule (Form 990) (2012) 232141 12-20-12 Supplemental Information to Form 990 or 990-EZ 999 990452' Complete to provide information for responses to specific questions on Form 990 or 990-EZ or to provide any additional information. 10' iP bl' __pen,_o Attach to Form 990 or 990-Ez. .: . . Name of the organization Employer identification number THE STUDENTS FIRST FOUNDATION 27--3816952 FORM 990, PART VI, SECTION B, LINE 11: THE CEO REVIEWS DRAFTS OF FORM 990 AND RESOLVES ANY QUESTIONS OR ISSUES THAT MAY ARISE VIA CONSULTATION WITH THE BOOKKEEPER AND TAX PREPARER. THE GOVERNING BODY MEETS INFORMALLY FROM TIME TO TIME, AS NEEDED, AND NO FORMAL RECORDS ARE MAINTAINED FOR THOSE MEETINGS. THE GOVENING BOARD HAS NOT CREATED ANY COMMITTEES. FORM 990, PART VI, SECTION C, LINE 19: ALL OF THE GOVERNING DOCUMENTS, FINANCIAL STATEMENTS, ETC ARE AVAILABLE TO THE PUBLIC UPON REQUEST. LHA For Paperwork Reduztion Act Notice, see the Instructions for Form 990 or 990-EZ. Schedule 0 (Form 990 or 990-EZ) (2012) 232211 01-04-13 '29 Form 8866 Application for Extension of Time To File an 1'19" Jarluaw 2913) Exempt Organization Return OMB 1545-1709 Department of the Treasury Internal Revenue Service File a separate application for each return. 0 If you are filing for an Automatic 3-Month Extension, complete only Partl and check this box 0 If you are filing for an Additional (Not Automatic) 3-Month Extension, complete only Part II (on page 2 of this form). Do not complete Part II unless you have already been granted an automatic 3-month extension on a previously filed Form 8868. Electronic filing (e-file). You can electronically file Form 3868 if you need a 3-month automatic extension of time to file (6 months for a corporation required to file Form 990-T), or an additional (not automatic) 3-month extension of time. You can electronically file Form 8868 to request an extension of time to file any of the forms listed in Part I or Part II with the exception of Form 8870, Information Return for Transfers Associated Vlfith Certain Personal Benefit Contracts, which must be sent to the IRS in paper format (see instructions). For more details on the electronic filing of this form, visit irs qov/efile and click on e-file for Charities Nonprofits. I Part I I Automatic 3-Month Extension of Time. Only submit original (no copies needed). A corporation required to file Form 990-T and requesting an automatic 6-month extension - check this box and complete Partlonly . .. . All other corporations (including 1120-C filers), partnerships, and trusts must use Form 7004 to request an extension of time to file income tax returns. Type or Name of exempt organization or other filer, see instructions. Employer identification number or print He by" THE STUDENTS FIRST FOUNDATION 27-3816952 due date Number. street, and room or suite no. If a P.O. box, see instructions. Social security number (SSN) ;g;ggnv