TY 2010 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 black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2010

Open to Public Inspection

A For the calendar year, or tax year beginning 04-01-2010 and ending 03-31-2011

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

CName of organization
SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
PO BOX 150

Room/suite

City or town, state or country, and ZIP + 4
FORT WORTH, TX76101

D Employer identification number

75-0575065

E Telephone number

G Gross receipts $ 19,547,844

F Name and address of principal officer:
BRADFORD S BARNES
PO BOX 150
FORT WORTH,TX76101

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

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

Website:

WWW.FWSSR.COM

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates 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: 1948

M State of legal domicile: TX

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: THE STOCK SHOW ENCOURAGES AND PROMOTES THE BREEDING, RAISING, AND MARKETING OF BETTER CATTLE, SWINE, SHEEP, HORSES, MULES, POULTRY AND OTHER LIVESTOCK AND FARM PRODUCTS BY THE EXHIBITION OF SAID STOCK AND FARM PRODUCTS AT PUBLIC FAIRS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	146
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	115
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	835
6	Total number of volunteers (estimate if necessary) ....	6	245
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) .........	300,375	570,700
9	Program service revenue (Part VIII, line 2g) .........	13,310,035	13,728,854
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	430,034	250,767
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	5,271	5,271
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	14,045,715	14,555,592
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	835,176	618,844
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)	2,388,548	2,470,581
16a	Professional fundraising fees (Part IX, column (A), line 11e)....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	9,322,911	11,417,797
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	12,546,635	14,507,222
19	Revenue less expenses. Subtract line 18 from line 12......	1,499,080	48,370
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	18,431,373	19,642,057
21	Total liabilities (Part X, line 26)............	1,285,460	2,799,691
22	Net assets or fund balances. Subtract line 21 from line 20 .....	17,145,913	16,842,366

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's Use Only	Preparer's signature	Date	Check if self- employed	Preparer’s taxpayer identification number (see instructions)
	Firm’s name (or yours if self-employed), address, and ZIP + 4			EIN
				Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ......... Yes No

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2010)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III . . . . . . . . . .

Briefly describe the organization’s mission: THE STOCK SHOW ENCOURAGES AND PROMOTES THE BREEDING, RAISING, AND MARKETING OF BETTER CATTLE, SWINE, SHEEP, HORSES, MULES, POULTRY AND OTHER LIVESTOCK AND FARM PRODUCTS BY THE EXHIBITION OF SAID STOCK AND FARM PRODUCTS AT PUBLIC FAIRS.

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 exempt purpose achievements for each of the organization’s three largest program services by expenses.
Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts 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 $ 13,888,621 including grants of $ 618,844 ) (Revenue $ 13,728,854 )
	EXHIBITION OF LIVESTOCK AND FARM PRODUCTS TO PUBLIC IN ORDER TO ENCOURAGE AND PROMOTE THE BREEDING, RAISING AND MARKETING OF BETTER CATTLE AND AGRICULTURAL PRODUCTS.

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 expenses$ 13,888,621

Form 990 (2010)

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 Click to see attachment

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

Yes

Is the organization required to complete Schedule B, Schedule of Contributors? 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..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? 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........................

Did the organization maintain any donor advised funds or any similar funds or accounts where 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; 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 term, permanent,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, line10? 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

Yes

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

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

12a

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

12b

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, and program service activities outside the United States? If “Yes,” complete Schedule F, Part I.........

14b

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 U.S.? If “Yes,” complete Schedule F, Part II..

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 U.S.? If “Yes,” complete Schedule F, Part III..

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

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..........

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

Form 990 (2010)

Page 4

Part IV

Checklist of Required Schedules (continued)

20a

Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....

20a

Did the organization attach its audited financial statement to this return? Note: All Form 990 filers that operate one or more hospitals must attach audited financial statements. .....

20b

Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States 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 and 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

Yes

Did the organization answer “Yes” to Part VII, Section A, questions 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 questions 24b–24d and complete Schedule K. If “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 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...... Click to see attachment

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................ Click to see attachment

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II........................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If “Yes,” complete Schedule L, Part III............... Click to see attachment

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 ......................... Click to see attachment

28a

Yes

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV................... Click to see attachment

28b

Yes

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 owner? If “Yes,” complete Schedule L, Part IV.. Click to see attachment

28c

Yes

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, Parts II, III, IV, and V, line 1..................... Click to see attachment

Yes

Is any related organization a controlled entity within the meaning of section 512(b)(13)? .....

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

YesNo

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........... Click to see attachment

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 11 and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2010)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V . . . . . . . . . .

Yes

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

405

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

835

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,” 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 or securities 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?..........

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

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. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.

13a

Enter the aggregate 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 aggregate 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 (2010)

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 to any question 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 ..............

146

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

115

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? .

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

Yes

Does the organization have members, stockholders, or other persons who may elect one or more members of the governing body? .........................

Yes

Are any decisions of the governing body subject to approval by members, stockholders, or other persons? ..

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

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

10a

If “Yes,” does the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with those of the organization? ....

10b

11a

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

11a

Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....

12a

Does the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

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

12b

Yes

Does the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this is done ....................

12c

Yes

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

Yes

Does 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 a or b, 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,” has the organization adopted a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and taken 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

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 make these available. Check all that apply.

Own website Another's website Upon request

Describe in Schedule O whether (and if so, how), the organization makes its governing documents, conflict of interest policy, and financial statements available to the public.

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

BRADFORD S BARNES
3400 BURNETT TANDY DRIVE
FORT WORTH,TX76107
(817) 877-2400

Form 990 (2010)

Page 7

Part VII

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

Check if Schedule O 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.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. 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 organizations compensated any current or former officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)		(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) EDWARD P BASS CHAIRMAN OF THE BOARD	.50	X	X	0	0	0
(2) BRADFORD S BARNES PRESIDENT	40.00	X	X	358,522	0	63,139
(3) W R WATT JR PRESIDENT EMERITUS	40.00	X	X	433,732	0	10,163
(4) CHARLIE GEREN VICE PRESIDENT	.50	X	X	1,800	0	0
(5) CHARLES B MONCRIEF SECRETARY	.50	X	X	0	0	0
(6) RANDY RODGERS TREASURER	.50	X	X	0	0	0
(7) A B WHARTON DIRECTOR	.50	X		0	0	0
(8) A M MICALLEF DIRECTOR	.50	X		0	0	0
(9) A V CORPENING III DIRECTOR	.50	X		0	0	0
(10) ABEL SANCHEZ DIRECTOR	.50	X		0	0	0
(11) ALAN SCHUTTS DIRECTOR	.50	X		0	0	0
(12) ARVIL J LEWIS DIRECTOR	.50	X		0	0	0
(13) BARRY GREEN DIRECTOR	.50	X		0	0	0
(14) BEN FORTSON III DIRECTOR	.50	X		0	0	0
(15) BERT WILLIAMS DIRECTOR	.50	X		0	0	0
(16) BILL BARCLAY DIRECTOR	.50	X		0	0	0
(17) BILL POTEET III DIRECTOR	.50	X		0	0	0

Form 990 (2010)

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 (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)			(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) BILLY MINICK DIRECTOR	.50	X			0	0	0
(19) BOB BOLEN DIRECTOR	.50	X			0	0	0
(20) BOB GLENN DIRECTOR	.50	X			400	0	0
(21) BOB MOORHOUSE DIRECTOR	.50	X			300	0	0
(22) BOB R WRIGHT DIRECTOR	.50	X			0	0	0
(23) BRECK RAY DIRECTOR	.50	X			0	0	0
(24) CARL MULLINS DIRECTOR	.50	X			0	0	0
(25) CARTER KING DIRECTOR	.50	X			0	0	0
(26) CHARLES R LASATER DIRECTOR	.50	X			0	0	0
(27) CHARLES R ROLLINS DIRECTOR	.50	X			0	0	0
(28) CHARLIE ROYER III DIRECTOR	.50	X			0	0	0
(29) CHRIS QUINN DIRECTOR	.50	X			0	0	0
(30) CHRIS SCHARBAUER DIRECTOR	.50	X			0	0	0
(31) CLAY MELTON DIRECTOR	.50	X			0	0	0
(32) CLIFF TEINERT DIRECTOR	.50	X			0	0	0
(33) CRAWFORD EDWARDS DIRECTOR	.50	X			0	0	0
(34) DAN CRAINE DIRECTOR	.50	X			0	0	0
(35) DAN L ADAMS DIRECTOR	.50	X			0	0	0
(36) DAN NANCE DIRECTOR	.50	X			0	0	0
(37) DANNY R SMITH DIRECTOR	.50	X			0	0	0
(38) DAVID J SIMONS DIRECTOR	.50	X			0	0	0
(39) DAVID MCDAVID DIRECTOR	.50	X			0	0	0
(40) DEBRA JOHNSON HEAD DIRECTOR	.50	X			0	0	0
(41) DEE KELLY JR DIRECTOR	.50	X			0	0	0
(42) ED FARMER BEGGS II DIRECTOR	.50	X			0	0	0
(43) EDDIE SANDOVAL III DIRECTOR	.50	X			400	0	0
(44) ELAINE B AGATHER DIRECTOR	.50	X			0	0	0
(45) ERLE NYE DIRECTOR	.50	X			0	0	0
(46) F HOWARD WALSH JR DIRECTOR	.50	X			0	0	0
(47) FLN NEVE DIRECTOR	.50	X			0	0	0
(48) FRANK H GOLDTHWAITE JR DIRECTOR	.50	X			0	0	0
(49) FRANK P TALLEY JR DIRECTOR	.50	X			0	0	0
(50) FRITZ-ALAN KORTH DIRECTOR	.50	X			0	0	0
(51) G MALCOLM LOUDEN DIRECTOR	.50	X			0	0	0
(52) G MARTIN PHILLIPS DIRECTOR	.50	X			0	0	0
(53) GARY RAY DIRECTOR	.50	X			0	0	0
(54) GEORGE BEGGS IV DIRECTOR	.50	X			0	0	0
(55) GEORGE M YOUNG JR DIRECTOR	.50	X			250	0	0
(56) GERALD H PERRY DIRECTOR	.50	X			500	0	0
(57) GILBERT GAMEZ JR DIRECTOR	.50	X			400	0	0
(58) HOLT HICKMAN DIRECTOR	.50	X			0	0	0
(59) HOWARD PENA DIRECTOR	.50	X			0	0	0
(60) J D JOHNSON DIRECTOR	.50	X			0	0	0
(61) J LUTHER KING JR DIRECTOR	.50	X			0	0	0
(62) J R WILLIAMS III DIRECTOR	.50	X			0	0	0
(63) J ROGER WILLIAMS DIRECTOR	.50	X			0	0	0
(64) J T DICKENSON DIRECTOR	.50	X			0	0	0
(65) J TYLER MORRIS DIRECTOR	.50	X			0	0	0
(66) JAMES A RYFFEL DIRECTOR	.50	X			0	0	0
(67) JAMES E LINK DIRECTOR	.50	X			0	0	0
(68) JAMES R PERRY DIRECTOR	.50	X			0	0	0
(69) JAMES WOOD DIRECTOR	.50	X			0	0	0
(70) JIM CALHOUN JR DIRECTOR	.50	X			0	0	0
(71) JIM KELLEY DIRECTOR	.50	X			350	0	0
(72) JOHN B COLLIER IV DIRECTOR	.50	X			0	0	0
(73) JOHN E DUDLEY DIRECTOR	.50	X			0	0	0
(74) JOHN EARL SEELIG DIRECTOR	.50	X			0	0	0
(75) JOHN F MCMICHAEL DIRECTOR	.50	X			0	0	0
(76) JOHN HERNANDEZ DIRECTOR	.50	X			0	0	0
(77) JOHN L LEWIS DIRECTOR	.50	X			100	0	0
(78) JOHN L MERRILL DIRECTOR	.50	X			0	0	0
(79) JOHN P BOSWELL DIRECTOR	.50	X			0	0	0
(80) JOHN PEARCE DIRECTOR	.50	X			0	0	0
(81) JOHN R THOMPSON JR DIRECTOR	.50	X			50	0	0
(82) JOHN T GAVIN DIRECTOR	.50	X			0	0	0
(83) JOHNNY SUMMEROUR DIRECTOR	.50	X			0	0	0
(84) JON BRUMLEY DIRECTOR	.50	X			0	0	0
(85) JONNY BRUMLEY DIRECTOR	.50	X			0	0	0
(86) JOSEPH A MONTELEONE DIRECTOR	.50	X			0	0	0
(87) KATE JOHNSON DIRECTOR	.50	X			1,700	0	0
(88) KELLY RILEY DIRECTOR	.50	X			0	0	0
(89) KENNETH K LEIBER DIRECTOR	.50	X			400	0	0
(90) KENNETH WALTRIP DIRECTOR	.50	X			0	0	0
(91) KIT MONCRIEF DIRECTOR	.50	X			0	0	0
(92) L J SADLOWSKI DIRECTOR	.50	X			0	0	0
(93) L O BRIGHTBILL III DIRECTOR	.50	X			0	0	0
(94) LARRY ANFIN DIRECTOR	.50	X			0	0	0
(95) LARRY B WHITE JR DIRECTOR	.50	X			0	0	0
(96) LEE M BASS DIRECTOR	.50	X			0	0	0
(97) LOUIS E MARTIN III DIRECTOR	.50	X			0	0	0
(98) MADELON L BRADSHAW DIRECTOR	.50	X			0	0	0
(99) MANUEL LOPEZ III DIRECTOR	.50	X			0	0	0
(100) MARCUS HILL DIRECTOR	.50	X			0	0	0
(101) MARTIN C BOWEN DIRECTOR	.50	X			0	0	0
(102) MARTY RICHTER DIRECTOR	.50	X			1,000	0	0
(103) MARY BETH MILLETT DIRECTOR	.50	X			200	0	0
(104) MATTHEW CARTER DIRECTOR	.50	X			400	0	0
(105) MICHAEL B HARRISON DIRECTOR	.50	X			400	0	0
(106) MICHAEL D WARNER DIRECTOR	.50	X			350	0	0
(107) MIKE BERRY DIRECTOR	.50	X			0	0	0
(108) MIKE SANDS DIRECTOR	.50	X			650	0	0
(109) PAM MINICK DIRECTOR	.50	X			0	0	0
(110) PETE BONDS DIRECTOR	.50	X			0	0	0
(111) PHILIP C WILLIAMSON DIRECTOR	.50	X			0	0	0
(112) PHILIP L SCHUTTS DIRECTOR	.50	X			3,000	0	0
(113) R MIKE LANSFORD DIRECTOR	.50	X			450	0	0
(114) RALPH H DUGGINS DIRECTOR	.50	X			0	0	0
(115) RANDY UPSHAW DIRECTOR	.50	X			500	0	0
(116) RANDY WATSON DIRECTOR	.50	X			0	0	0
(117) RICHARD CONNOR DIRECTOR	.50	X			0	0	0
(118) ROB GREEN DIRECTOR	.50	X			0	0	0
(119) ROBERT H MERRILL DIRECTOR	.50	X			0	0	0
(120) ROBERT M LANSFORD DIRECTOR	.50	X			400	0	0
(121) ROBERT W SEMPLE DIRECTOR	.50	X			0	0	0
(122) RODNEY WOODSON DIRECTOR	.50	X			0	0	0
(123) RONNIE MCNUTT DIRECTOR	.50	X			3,400	0	0
(124) ROSS PEROT JR DIRECTOR	.50	X			0	0	0
(125) ROY J EATON DIRECTOR	.50	X			1,200	0	0
(126) ROY T PITCOCK DIRECTOR	.50	X			0	0	0
(127) S DALE OUSLEY DIRECTOR	.50	X			900	0	0
(128) SCOTT KLEBERG DIRECTOR	.50	X			0	0	0
(129) STEPHEN L BROTHERTON DIRECTOR	.50	X			0	0	0
(130) TERRY R DALLAS DIRECTOR	.50	X			0	0	0
(131) THOMAS B REYNOLDS DIRECTOR	.50	X			0	0	0
(132) THOMAS B SAUNDERS V DIRECTOR	.50	X			66,987	0	0
(133) TOM FELLER DIRECTOR	.50	X			0	0	0
(134) TREY QUINN DIRECTOR	.50	X			0	0	0
(135) VERNELL STURNS DIRECTOR	.50	X			0	0	0
(136) VON R BOX DIRECTOR	.50	X			900	0	0
(137) W CLAY JONES DIRECTOR	.50	X			0	0	0
(138) W CRAIG DOYLE DIRECTOR	.50	X			0	0	0
(139) WA SCHMID III DIRECTOR	.50	X			0	0	0
(140) WAYNE C JORDAN DIRECTOR	.50	X			50	0	0
(141) WILLIAM A LANDRETH JR DIRECTOR	.50	X			0	0	0
(142) WILLIAM C ANDERSON DIRECTOR	.50	X			0	0	0
(143) WILLIAM D RATLIFF III DIRECTOR	.50	X			0	0	0
(144) WILLIAM S DAVIS DIRECTOR	.50	X			0	0	0
(145) WILLIAM W MEADOWS DIRECTOR	.50	X			0	0	0
(146) WILSON MARTIN DIRECTOR	.50	X			250	0	0
(147) ANNE W MARION HONORARY VICE PRESIDENT	.50		X		0	0	0
(148) BERTRAND HONEA JR HONORARY VICE PRESIDENT	.50		X		0	0	0
(149) CLARENCE SCHARBAURER JR HONORARY VICE PRESIDENT	.50		X		0	0	0
(150) DEE J KELLY HONORARY VICE PRESIDENT	.50		X		0	0	0
(151) DON E WEEKS HONORARY VICE PRESIDENT	.50		X		0	0	0
(152) EARL COX III HONORARY VICE PRESIDENT	.50		X		0	0	0
(153) EDWARD HUDSON JR HONORARY VICE PRESIDENT	.50		X		0	0	0
(154) EUGENE C SWENSON HONORARY VICE PRESIDENT	.50		X		0	0	0
(155) FRANK L NEVE III HONORARY VICE PRESIDENT	.50		X		0	0	0
(156) GARY H PACE HONORARY VICE PRESIDENT	.50		X		0	0	0
(157) GENE GRAY HONORARY VICE PRESIDENT	.50		X		0	0	0
(158) GEORGE BEGGS III HONORARY VICE PRESIDENT	.50		X		0	0	0
(159) HARRY G HANSEN HONORARY VICE PRESIDENT	.50		X		0	0	0
(160) I B CHAPMAN II HONORARY VICE PRESIDENT	.50		X		0	0	0
(161) JACK W FERRILL HONORARY VICE PRESIDENT	.50		X		0	0	0
(162) JOHN M STEVENSON HONORARY VICE PRESIDENT	.50		X		0	0	0
(163) JOHN V ROACH HONORARY VICE PRESIDENT	.50		X		0	0	0
(164) KAYE BUCK MCDERMOTT HONORARY VICE PRESIDENT	.50		X		0	0	0
(165) LEONARD PAUL HONORARY VICE PRESIDENT	.50		X		0	0	0
(166) MARSHALL T ROBINSON HONORARY VICE PRESIDENT	.50		X		0	0	0
(167) R A BROWN HONORARY VICE PRESIDENT	.50		X		0	0	0
(168) R A CANTRELL JR HONORARY VICE PRESIDENT	.50		X		0	0	0
(169) T E JERNIGAN HONORARY VICE PRESIDENT	.50		X		600	0	0
(170) THOMAS E RIDDLE HONORARY VICE PRESIDENT	.50		X		0	0	0
(171) TOM B SAUNDERS IV HONORARY VICE PRESIDENT	.50		X		0	0	0
(172) TOM L WOODWARD HONORARY VICE PRESIDENT	.50		X		700	0	0
(173) W A MONCRIEF JR HONORARY VICE PRESIDENT	.50		X		0	0	0
(174) WILLIAM C DONNELL HONORARY VICE PRESIDENT	.50		X		0	0	0
(175) WILLIAM E MCKAY HONORARY VICE PRESIDENT	.50		X		0	0	0
(176) BRUCE MCCARTY DEPARTMENT MANAGER	40.00			X	126,000	0	24,445
(177) DANA LEWIS OFFICE MANAGER	40.00			X	103,220	0	30,159
(178) GINNY BROWN ACCOUNTANT	40.00			X	106,500	0	24,506
(179) MATT BROCKMAN EXECUTIVE ASSISTANT	40.00			X	136,400	0	19,802
(180) PAM WRIGHT DEPARTMENT MANAGER	40.00			X	113,078	0	17,781

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	1,466,439	0	189,995

Total number of individuals (including but not limited to those listed above) who received more than $100,000 in 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 .............

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.

(A) Name and business address	(B) Description of services	(C) Compensation
RAFTER G RODEO COMPANY 9140 CR 353 TERRELL,TX75161	RODEO SHOW CONTRACTOR	413,000
DAVID HUDGINS 839 DEER TRAIL GORDON,TX76453	MAINTENANCE SERVICES	190,740
INNOVADOR LLC PO BOX 471426 FORT WORTH,TX76147	PUBLIC RELATIONS	184,071
SEDALCO INC 2554 E LONG AVENUE FORT WORTH,TX76137	CONSTRUCTION CONTRACTOR	133,779
IESI - FORT WORTH PO BOX 650470 DALLAS,TX75265	WASTE DISPOSAL CONTRACTOR	114,841
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 in compensation from the organization 6

Form 990 (2010)

Page 9

Part VIII

Statement of Revenue

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 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		570,700
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			570,700
			Business Code
2a	RODEO & LIVESTOCK SHOW		900,099	13,728,854	13,728,854
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			13,728,854
3	Investment income (including dividends, interest
	and other similar amounts).....			344,401			344,401
4	Income from investment of tax-exempt bond proceeds..
5	Royalties............
		(i) Real	(ii) Personal
6a	Gross Rents	5,271
b	Less: rental expenses
c	Rental income or (loss)	5,271
d	Net rental income or (loss).......			5,271			5,271
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	4,895,078	3,540
b	Less: cost or other basis and sales expenses	4,989,962	2,290
c	Gain or (loss)	-94,884	1,250
d	Net gain or (loss)..........			-93,634			-93,634
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
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions....			14,555,592	13,728,854	0	256,038

Form 990 (2010)

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) but are not required to complete columns (B), (C), and (D).

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 U.S. See Part IV, line 21	355,194	355,194
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22	263,650	263,650
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	699,000	559,200	139,800
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	1,291,188	1,162,069	129,119
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	210,340	176,686	33,654
9	Other employee benefits .......
10	Payroll taxes ...........	270,053	240,347	29,706
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	154,203		154,203
c	Accounting ...........	34,974	8,743	26,231
d	Lobbying ...........
e	Professional fundraising. See Part IV, line 17..
f	Investment management fees ......	56,576		56,576
g	Other ..........	15,000	15,000
12	Advertising and promotion ....	500,599	500,599
13	Office expenses .......	39,017	39,017
14	Information technology ......	44,563	44,563
15	Royalties ..
16	Occupancy ...........	193,561	193,561
17	Travel ............	36,651	36,651
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....
20	Interest ...........	35,191	35,191
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	60,978	60,978
23	Insurance ..............	303,313	303,313
24	Other expenses. Itemize expenses not covered above. (Expenses grouped together and labeled miscellaneous may not exceed 5% of total expenses shown on line 25 below.)
a	STOCK SHOW	4,312,733	4,312,733
b	LIVESTOCK SALE	3,805,070	3,805,070
c	RODEO	1,417,097	1,417,097
d	DEFINED BENEFIT PENSION	308,197	258,885	49,312
e	POSTAGE	62,383	62,383
f	All other expenses	37,691	37,691
25	Total functional expenses. Add lines 1 through 24f	14,507,222	13,888,621	618,601	0
26	Joint costs. Check here if following SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation

Form 990 (2010)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			80,824	1	150,999
2	Savings and temporary cash investments .......			1,510,226	2	1,108,067
3	Pledges and grants receivable, net .........				3
4	Accounts receivable, net .........			92,709	4	130,321
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........				5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). 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 ............			10,437	9	18,218
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,447,797
b	Less: accumulated depreciation. .....	10b	1,028,019	331,403	10c	419,778
11	Investments—publicly traded securities ..........			14,638,087	11	16,152,168
12	Investments—other securities. See Part IV, line 11 ......			1,764,375	12	1,662,067
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			3,312	15	439
16	Total assets. Add lines 1 through 15 (must equal line 34)...			18,431,373	16	19,642,057
17	Accounts payable and accrued expenses .			105,036	17	287,593
18	Grants payable ..........			513,338	18	281,506
19	Deferred revenue ..........				19	960,000
20	Tax-exempt bond liabilities ..........				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	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 ..			356,000	23	168,000
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities. Complete Part X of Schedule D.....			311,086	25	1,102,592
26	Total liabilities. Add lines 17 through 25.....			1,285,460	26	2,799,691
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			16,334,402	27	15,861,047
28	Temporarily restricted net assets .....			811,511	28	981,319
29	Permanently restricted net assets .....				29
	Organizations that do not follow SFAS 117, 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 .....			17,145,913	33	16,842,366
34	Total liabilities and net assets/fund balances .....			18,431,373	34	19,642,057

Form 990 (2010)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI . . . . . . . . . .

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

14,555,592

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

14,507,222

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

48,370

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

17,145,913

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

-351,917

Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) . . . . . .

16,842,366

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question 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?..

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

Yes

If “Yes,” to 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 O............................

Yes

If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separated basis

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 (2010)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

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

See separate instructions.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Part 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.)

A church, convention of churches, or association of churches. section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). 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 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in

section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% 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 III.)

An organization organized and operated exclusively to test for public safety. Seesection 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.

Type I

Type II

Type III - Functionally integrated

Type III - Other

By checking this box, I certify that the organization is 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 II or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the the supported organization? ................

11g(i)

(ii) a family member of a person described in (i) above? ......................

11g(ii)

(iii) a 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of support?
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of support?


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2010

Page 2

Part II

Support Schedule for Organizations Described in IRC 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 III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization'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. Add lines 1 through 3..
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 (f)..
6	Public Support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year(or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (See instructions.) ..................

First Five Years If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.......................................... right arrow

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f)) .........

Public Support Percentage for 2009 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2010. 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 ...................... right arrow

33 1/3% support test—2009. If the organization did not check the 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 ..................... right arrow

17a

10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, or 16b and line 14
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 .................................................. right arrow

10%-facts-and-circumstances test—2009. 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 .............................................. right arrow

Private Foundation If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions ................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2010

Page 3

Part III

Support Schedule for Organizations Described in IRC 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)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	308,218	305,035	289,550	300,375	570,700	1,773,878
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......	12,205,808	12,514,467	12,525,252	13,310,035	13,728,854	64,284,416
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization'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.	12,514,026	12,819,502	12,814,802	13,610,410	14,299,554	66,058,294
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...						0
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.			187,225	65,007	53,066	305,298
c	Add lines 7a and 7b..			187,225	65,007	53,066	305,298
8	Public Support (Subtract line 7c from line 6.)						65,752,996

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
9	Amounts from line 6...	12,514,026	12,819,502	12,814,802	13,610,410	14,299,554	66,058,294
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	541,401	732,820	501,178	375,171	349,672	2,500,242
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	541,401	732,820	501,178	375,171	349,672	2,500,242
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.).	13,055,427	13,552,322	13,315,980	13,985,581	14,649,226	68,558,536

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f)) .........

95.910 %

Public support percentage from 2009 Schedule A, Part III, line 15 ...............

95.710 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f)) ......

3.650 %

Investment income percentage from 2009 Schedule A, Part III, line 17 .............

3.920 %

19a

33 1/3% support tests—2010. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... right arrow

33 1/3% support tests—2009. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private Foundation If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2010

Page 4

Part IV

Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2010

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.

OMB No. 1545-0047

2010

Name of organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

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, aggregate contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or 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 aggregate to 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 in the heading of its
Form 990-EZ, or on line 2 of its Form 990-PF, 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) (2010)

Name of organization SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW
Schedule B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part I
Part I	Contributors (see Instructions)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Name of organization SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW
Schedule B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part II
Part II	Noncash Property (see Instructions)
(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) (2010)

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Page 1 of 1 of Part III

Name of organization
SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
aggregating 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

(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) (2010)

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, 11, or 12.
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

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 may 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 pleasure) Preservation of an historically importantly land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a–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 ........	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the taxable 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 170(h)(4)(B)(ii)? ....................................

Yes No

In Part XIV, 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, 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 XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116, 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 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 Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2010

Page 2

Part III

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

Using the organization’s 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 XIV.

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 XIV 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 XIV.

Part V

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

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back	(e)Four Years Back
1a	Beginning of year balance ....
b	Contributions ........
c	Investment earnings or 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 year end balance held as:

Board designated or quasi-endowment: SchDMd Bullet

Permanent endowment: SchDMd Bullet

Term endowment: SchDMd Bullet

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 XIV the intended uses of the organization's endowment funds.

Part VI

InvestmentsLand, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of investment		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................			0
c	Leasehold improvements ............	129,637	80,207	49,430
d	Equipment ................	1,183,973	820,989	362,984
e	Other .................	134,187	126,823	7,364
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				419,778

Schedule D (Form 990) 2010

Page 3

Part VII

InvestmentsOther Securities. 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
(3)Other (A) MONEY MARKET FUND	1,662,067	F








Total. (Column (b) should equal Form 990, Part X, col.(B) line 12.)	1,662,067

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

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









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

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Amount
Federal Income Taxes
DEFINED BENEFIT PLAN		1,102,592








Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		1,102,592
2. Fin 48 (ASC 740) Footnote. In Part XIV, 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 (ASC740).

Schedule D (Form 990) 2010

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1	14,555,592
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	14,507,222
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	48,370
4	Net unrealized gains (losses) on investments ..........................	4	1,164,951
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7	-1,516,868
8	Other (Describe in Part XIV) .................................	8
9	Total adjustments (net). Add lines 4 - 8 .............................	9	-351,917
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	-303,547

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	15,663,967
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	1,164,951
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV): ............	2d
e	Add lines 2a through 2d .....................			2e	1,164,951
3	Subtract line 2e from line 1.....................			3	14,499,016
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	56,576
b	Other (Describe in Part XIV): ...........	4b
c	Add lines 4a and 4b.......................			4c	56,576
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......			5	14,555,592

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............			1	14,450,646
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV): ............	2d
e	Add lines 2a through 2d......................			2e	0
3	Subtract line 2e from line 1.....................			3	14,450,646
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	56,576
b	Other (Describe in Part XIV): ............	4b
c	Add lines 4a and 4b.......................			4c	56,576
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......			5	14,507,222

Part XIV

Supplemental Information

Complete this part to 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; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
		SCHEDULE D, PART XI, LINE 7: THE PRIOR PERIOD ADJUSTMENTS REPRESENT CORRECTIONS TO RECORD AN OPERATING LEASE WITH ESCALATING PAYMENTS ON A STRAIGHT-LINE BASIS OF $1,040,000 AND TO INCREASE THE DEFINED BENEFIT PLAN PENSION OBLIGATION BY $476,868.

Schedule D (Form 990) 2010

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

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization
SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number
75-0575065

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. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(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) FORT WORTH ZOO-MUSEUM OF LIVING ART1989 COLONIAL PARKWAY FORT WORTH,TX76110	75-0991727	501(C)(3)	50,000	EDUCATION
(2) FW MUSEUM OF SCIENCE AND HISTORY1501 MONTGOMERY ST FORT WORTH,TX76107	75-0755335	501(C)(3)	150,000	EDUCATION
(3) UNT-JOHN J HERNANDEZ CENTERPO BOX 311340 DENTON,TX76203	71-0986983	501(C)(3)	5,000	EDUCATION
(4) BOTANICAL RESEARCH INSTITUTE OF TEXAS INC500 E 4TH ST FORT WORTH,TX76102	75-2198196	501(C)(3)	100,000	EDUCATION
(5) MAKE-A-WISH FOUNDATION1407 TEXAS ST SUITE 101 FORT WORTH,TX76102	75-1889666	501(C)(3)	5,000	EDUCATION
(6) NORTH TEXAS CUTTING CHAMPIONS777 TAYLOR ST SUITE 900 FORT WORTH,TX76102	75-0275060	501(C)(6)	5,000	EDUCATION
(7) LONGHORN COUNCIL BOY SCOUTS OF AMERICAPO BOX 54190 HURST,TX76054	75-6104103	501(C)(3)	5,000	EDUCATION
(8) NORTH TEXAS HIGH SCHOOL RODEO ASSOCIATIONPO BOX 79500 SAGINAW,TX76179	23-7322039	501(C)(4)	5,000	EDUCATION
(9) SUSAN G KOMEN FOR THE CUREPO BOX 101328 FORT WORTH,TX76185	75-1835298	501(C)(3)	11,600	EDUCATION
(10) NATIONAL MULTICULTURAL WESTERN HERITAGE MUSEUM2401 SCOTT AVENUE FORT WORTH,TX76103	75-2961984	501(C)(3)	18,594	EDUCATION

Enter total number of section 501(c)(3) and government organizations ......................... Bullet Image

Enter total number of other organizations ................................ . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2010

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.
Use Schedule I-1 (Form 990) if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) EQUINE SCHOLARSHIPS	32	35,000
(2) VARIOUS SCHOLARSHIPS	17	24,400
(3) CALF SCRAMBLE STUDENT AG AWARDS AND SCHOLARSHIPS	364	181,750
(4) HEIFER BEEF CHALLENGE SCHOLARSHIPS	20	18,000
(5) ART CONTEST SCHOLARSHIPS	20	4,500

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
PROCEDURE FOR MONITORING GRANTS IN THE U.S.:	PART I, LINE 2:	SCHEDULE I, PART I, LINE 2: FOR ALL SCHOLARSHIPS ISSUED BY THE ORGANIZATION, THE SCHOLARSHIP COMMITTEE REVIEWS THE APPLICANTS AND KEEPS A WRITTEN FILE ON EACH STUDENT. AFTER THE WRITTEN CRITERIA HAS BEEN REVIEWED BY THE COMMITTEE, PROOF OF ELIGIBILITY FROM THE EDUCATIONAL INSTITUTION MUST BE VERIFIED ON BEHALF OF THE STUDENT BEFORE ANY FUNDS ARE DISBURSED. GRANTS TO PUBLIC CHARITIES ARE GENERALLY PROVIDED FOR SPECIFIC PURPOSES ONLY. MANAGEMENT MONITORS THE PROJECTS THROUGH THEIR COMPLETION, BUT GENERALLY DOES NOT REQUIRE ANY FORMAL REPORTING FROM THE RECIPIENT ORGANIZATION.

Schedule I (Form 990) 2010

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, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

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 orprovision of all the expenses described above? If "No," complete Part III to explain....

Yes

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

Yes

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply.

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? ...............

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 Regs. 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 Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2010

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use Schedule J-1 if additional space 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) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line 1a.

(A) Name		(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 in prior Form 990 or Form 990-EZ
(A) Name		(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)
(1) BRADFORD S BARNES	(i) (ii)	233,522 0	125,000 0	0 0	44,376 0	18,763 0	421,661 0	371,327 0
(2) W R WATT JR	(i) (ii)	57,577 0	325,000 0	51,155 0	0 0	10,163 0	443,895 0	476,247 0
(3) BRUCE MCCARTY	(i) (ii)	110,000 0	16,000 0	0 0	16,537 0	7,908 0	150,445 0	143,679 0
(4) MATT BROCKMAN	(i) (ii)	129,400 0	7,000 0	0 0	11,843 0	7,959 0	156,202 0	156,021 0

Schedule J (Form 990) 2010

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
	PART I, LINE 1A	COUNTRY CLUB DUES WERE PAID ON BEHALF OF BRADFORD BARNES AND W.R. WATT, JR. IN ADDITION, BUSINESS CLUB DUES WERE PAID ON BEHALF OF W.R. WATT, JR. THE ORGANIZATION'S BOARD OF DIRECTORS DO NOT RECEIVE ANY COMPENSATION FOR SERVING IN THEIR CAPACITY AS A BOARD MEMBER, BUT CERTAIN BOARD MEMBERS DO RECEIVE COMPENSATION FOR VARIOUS SERVICES THEY PERFORM DURING THE ANNUAL SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW. AFTER SERVING THE ORGANIZATION FOR 47 YEARS, W.R. WATT, JR. RETIRED EFFECTIVE MARCH 31, 2010 AND RECEIVED A $325,000 RETIREMENT BONUS FOR THOSE MANY YEARS OF SERVICE. IN ADDITION, HIS REPORTABLE BASE COMPENSATION OF $57,577 REPRESENTS ONLY THREE MONTHS OF EMPLOYMENT.

Schedule J (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

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-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2010

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) LARRY ANFIN	EMPLOYEE AND OFFICER OF COORS DISTRIBUTING COMPANY.	174,125	COORS DISTRIBUTING COMPANY PROVIDED SPONSORSHIPS TO THE STOCK SHOW.		No
(2) PHILIP WILLIAMSON	EMPLOYEE AND OFFICER OF WILLIAMSON-DICKIE MANUFACTURING COMPANY	135,525	WILLIAMSON-DICKIE PROVIDED SPONSORSHIPS TO THE STOCK SHOW.		No
(3) AM MICALLEF	CHAIRMAN OF REATA RESTAURANT MANAGEMENT CO., LLC.	101,961	OPERATED RESTAURANTS AND MEMBERSHIP CLUB ON THE STOCK SHOW GROUNDS UNDER A CONCESSION AGREEMENT.		No

Part V

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2010

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.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Identifier	Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 2		THERE ARE VARIOUS BUSINESS AND PERSONAL RELATIONSHIPS AMONG THE OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES. SEE SCHEDULE L FOR DETAIL OF THE BUSINESS RELATIONSHIPS.
FORM 990, PART VI, SECTION A, LINE 2		DAN L. ADAMS AND BILL BARCLAY HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		MARTIN BOWEN, EDWARD P. BASS, AND LEE BASS HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		JONNY BRUMLEY AND JON BRUMLEY HAVE A BUSINESS AND FAMILY RELATIONSHIP. JONNY BRUMLEY ALSO HAS A BUSINESS RELATIONSHIP WITH MARTIN BOWEN AND ED BASS.
FORM 990, PART VI, SECTION A, LINE 2		EDWARD P. BASS AND LEE M. BASS HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		GILBERT GAMEZ, JR. AND CHARLIE GEREN HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		ROBERT M. LANSFORD AND R. MIKE LANSFORD HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		CHARLES B. MONCRIEF HAS A FAMILY RELATIONSHIP WITH KIT MONCRIEF, BRAD BARNES, CHARLIE ROYER III, ED BEGGS II, AND GEORGE BEGGS IV.
FORM 990, PART VI, SECTION A, LINE 2		PAM MINICK AND BILLY MINICK HAVE A FAMILY AND BUSINESS RELATIONSHIP. PAM MINICK AND BILLY MINICK ALSO HAVE A BUSINESS RELATIONSHIP WITH HOLT HICKMAN.
FORM 990, PART VI, SECTION A, LINE 2		KENNETH K. LEIBER, PETE BONDS, CRAWFORD EDWARDS, DAVID J. SIMONS, AND W.R. WATT, JR. HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		CHRIS QUINN AND F.D. QUINN, III HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		RODNEY WOODSON AND BRAFORD S. BARNES HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		JOHN P. BOSWELL, CHARLIE GEREN, AND DEE KELLY, JR. HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		MIKE BERRY AND ROSS PEROT, JR. HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		TOM FELLER, RANDY WATSON, JOHN PEARCE, AND KELLY RILEY HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		JIM CALHOUN, JR. AND THOMAS B. SAUNDER, V HAVE A FAMILY AND BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		G. MALCOLM LOUDEN AND F. HOWARD WALSH, JR. HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		LOUIS E. MARTIN AND KATE JOHNSON HAVE A FAMILY RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		MATTHEW R. CARTER AND EDWARD P. BASS HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		ELAINE AGATHER AND DANNY SMITH HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 2		CRAWFORD EDWARDS, MARTY RICHTER, AND RANDY RODGERS HAVE A FAMILY RELATIONSHIP. CRAWFORD EDWARDS, KENNETH LEIBER, AND RANDY RODGERS ALSO HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 6		MEMBERS ARE CHOSEN BY A MAJORITY VOTE FROM A NOMINATING COMMITTEE AND SELECTED BY A MAJORITY VOTE OF THE MEMBERS. MEMBERS DO NOT RECEIVE ANY COMPENSATION FOR SERVING IN THEIR CAPACITY AS A MEMBER AND NO PART OF THE ORGNAIZATION'S EARNINGS OR ASSETS SHALL EVER INURE TO THE BENEFIT OF THE MEMBERS.
FORM 990, PART VI, SECTION A, LINE 7A		THE MEMBERS ELECT THE BOARD OF DIRECTORS AT AN ANNUAL MEETING EACH YEAR.
FORM 990, PART VI, SECTION B, LINE 11		THE TAX RETURN IS REVIEWED IN DETAIL AND APPROVED BY THE AUDIT COMMITTEE, AND A COPY IS PROVIDED TO ALL MEMBERS OF THE EXECUTIVE COMMITTEE BEFORE FILING.
	FORM 990, PART VI, SECTION B, LINE 12C	THE EXECUTIVE COMMITTEE MEETS ONCE A YEAR TO DETERMINE IF ANYONE OR ANY TRANSACTION HAS VIOLATED THE CONFLICT OF INTEREST POLICY.
	FORM 990, PART VI, SECTION B, LINE 15	THE COMPENSATION COMMITTEE, IN RECOMMENDING SUCH COMPENSATION, AND THE EXECUTIVE COMMITTEE, IN APPROVING SUCH COMPENSATION, SHALL FOLLOW THREE STEPS. FIRST, EACH COMMITTEE SHALL MEET IN SESSIONS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT. SECOND, EACH COMMITTEE SHALL OBTAIN AND RELY UPON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING ITS DETERMINATION. THIRD, EACH COMMITTEE SHALL ADEQUATELY DOCUMENT THE BASIS FOR ITS DETERMINATION CONCURRENTLY WITH MAKING ITS DETERMINATION.
	FORM 990, PART VI, SECTION C, LINE 19	ALL DOCUMENTS AVAILABLE UPON REQUEST.
CHANGES IN NET ASSETS OR FUND BALANCES:	FORM 990, PART XI, LINE 5:	NET UNREALIZED GAINS ON INVESTMENTS: 1,164,951. PRIOR PERIOD ADJUSTMENTS: -1,516,868. TOTAL TO FORM 990, PART XI, LINE 5: -351,917.
		THE ORGANIZATION HAS A COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND THE SELECTION PROCESS FOR AN INDEPENDENT ACCOUNTANT.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2010

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" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW

Employer identification number

75-0575065

Part I

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

(a) Name, address, and EIN 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 organization
(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) EVENT FACILITIES FORT WORTH INC 505 MAIN SUITE 240 FORT WORTH,TX76102 26-0011624	PROVIDE SUPPORT TO THE SOUTHWESTERN EXPOSITION & LIVESTOCK SHOW	TX	501(C)(3)	11A, TYPE I			No
(2) AGRICULTURAL DEVELOPMENT FUND PO BOX 150 FORT WORTH,TX76101 75-1824668	TO PAY A PREMIUM/BONUS TO OWNERS OF LIVESTOCK	TX	501(C)(3)	9			No

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

Cat. No. 50135Y

Schedule R (Form 990) 2010

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 VUBI 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 VUBI 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	(h) Percentage ownership

Schedule R (Form 990) 2010

Page 3

Part V

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

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

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 (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

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

f Sale of assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

Yes

k Performance of services or membership or fundraising solicitations for other organization(s) . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations by other organization(s) . . . . . . . . . . . . . . . . . . . . . .

m Sharing of facilities, equipment, mailing lists, or other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of paid employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

o Reimbursement paid to other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid by other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Other transfer of cash or property to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property from other 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 other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) AGRICULTURAL DEVELOPMENT FUND - LIVESTOCK PREMIUMS	P	3,456,443	FMV
(2) AGRICULTURAL DEVELOPMENT FUND - GENERAL & ADMINISTRATIVE EXPENSES	P	11,054	FMV
(3)
(4)
(5)
(6)

Schedule R (Form 990) 2010

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

Schedule R (Form 990) 2010

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version: