TY 2011 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

2011

Open to Public Inspection

A For the calendar year, or tax year beginning 09-01-2011 and ending 08-31-2012

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

CName of organization
HOUSTON LIVESTOCK SHOW AND RODEO INC

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
PO BOX 20070

Room/suite

City or town, state or country, and ZIP + 4
HOUSTON, TX77225

D Employer identification number

74-1142851

E Telephone number

G Gross receipts $ 102,917,644

F Name and address of principal officer:
JENNIFER HAZELTON
8334 FANNIN STREET
HOUSTON,TX77054

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

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

Website:

www.hlsr.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: 1932

M State of legal domicile: TX

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: ATTACHMENT 1
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a).....	3	370
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	346
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...	5	1,148
6	Total number of volunteers (estimate if necessary) ....	6	27,000
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	-375,009
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	-375,009

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	30,158,603	33,224,548
9	Program service revenue (Part VIII, line 2g) .........	60,571,557	64,590,580
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	2,741,809	3,271,913
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	135,775	-328,178
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	93,607,744	100,758,863
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	21,864,052	9,573,687
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)	13,289,015	13,613,490
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 6,274,421
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	58,875,482	61,844,959
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	94,028,549	85,032,136
19	Revenue less expenses. Subtract line 18 from line 12.......	-420,805	15,726,727
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	145,430,361	178,677,283
21	Total liabilities (Part X, line 26).............	32,831,471	50,256,024
22	Net assets or fund balances. Subtract line 21 from line 20.....	112,598,890	128,421,259

Part II

Signature Block

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

Sign Here

	Signature of officer	Date

	Type or print name and title.

Paid preparer use only

Print/type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name Right pointing arrowhead image

Firm's EIN Right pointing arrowhead image

Firm's address Right pointing arrowhead image

Phone no.

May the IRS discuss this return with the preparer shown above? See instructions ......... bullet

YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2011)

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: HOUSTON LIVESTOCK SHOW AND RODEO WAS ORGANIZED FOR CHARITABLE, EDUCATIONAL, AND SCIENTIFIC PURPOSES TO ENCOURAGE AND PROMOTE THE BREEDING, RAISING, AND MARKETING OF BETTER LIVESTOCK AND FARM PRODUCTS AT PUBLIC FAIRS AND TO PROMOTE AND MAINTAIN RESEARCH AND EDUCATIONAL FUNCTIONS IN CONNECTION WITH THE LIVESTOCK INDUSTRY. IT IS THE GENERAL POLICY OF HLS&R TO UTILIZE, IN THE FISCAL YEAR SUBSEQUENT TO WHICH IT IS EARNED, THE EXCESS OF ITS REVENUE OVER EXPENSES FOR THE FURTHERANCE OF ITS EXEMPT PURPOSE, INCLUDING THE GRANTING AND/OR FUNDING OF SCHOLARSHIPS, EDUCATIONAL ENDOWMENTS, AGRICULTURAL RESEARCH PROJECTS AND OTHER SIMILAR PROGRAMS AND THE FUNDING OF RELATED CAPITAL ADDITIONS AND IMPROVEMENTS. THE FUNDS OF HLS&R ARE USED EXCLUSIVELY TO MEET NECESSARY EXPENSES FOR ITS UPKEEP AND OPERATION AND IN FURTHERANCE OF THE EXEMPT PURPOSE OF THE ORGANIZATION.

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

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? .......................... Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations 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 $ 62,663,591 including grants of $ ) (Revenue $ 64,633,879 )
	The 80th anniversary of the Houston Livestock Show and Rodeo set the paid Rodeo attendance with 1,283,419. Fans enjoyed action-packed rodeo performances and superstars in concert. Total attendance for all activities on the grounds ranks second in the Show's history, with 2,257,970 visitors. The one day total attendance record fell Saturday, March 17, with 153,159 visitors and a record 260,033 people attended the World's Championship Bar-B-Que Contest to help kick off the Show. There were approximately 26,000 livestock and horse show exhibitors, including Cattle, Sheep, Goats, Swine, Rabbits, Turkeys, Llamas, Alpaca, Horses, Mules, and Donkeys. THE SHOW hosted Judging Contests, including Livestock, Meat, Poultry, Wool and Mohair, Range and Pasture Plant Identification, Dairy, Horse, Wildlife Habitat Evaluation, Floriculture, Nursery Landscape, Tractor Technician Contest and Agricultural Mechanics Contest. In the Capital One Bank AGventure Birthing Center, 74 piglets, 26 lambs and 21 calves were born during the Show. In the Poultry Exhibit, more than 960 chicks were hatched. Rodeo Rockstar, a new singing competition, featured 116 entries. Audition videos were submitted online and more than 33,000 online public votes determined the preliminary round contestants. The preliminary and final rounds, held live during the Show on the Kids Country Stage, resulted in winners in two divisions: o Junior: Erica Honore - 14, Houston o Youth: Julia Cole - 18, Houston Each of the Houston Livestock Show and Rodeo junior auctions brought in $1 million or more. Six of the junior auction Grand Champion and Reserve Grand Champion records were broken. The Grand Champion Lamb, Grand Champion Goat, Grand Champion Barrow, Reserve Grand Champion Barrow, Grand Champion Work of Art, and Reserve Grand Champion Work of Art auction records were broken. More than 300,000 young amateur artists participated in the School Art Program in 2012, submitting projects based on Western culture, history and heritage. Over $5.8 million in premiums and awards were paid to junior show exhibitors participating in the 2012 Show. The Houston Livestock Show and Rodeo contributed over $9.6 million to the Houston Livestock Show and Rodeo Educational Fund in support of $13.4 million in scholarship, grant, and educational program awards. More than 27,000 volunteers on nearly 100 different committees donated their time and talent to the show, reducing expenses and assisting in the above listed program accomplishments.

4b	(Code: ) (Expenses $ 9,573,687 including grants of $ 9,573,687 ) (Revenue $ )
	Houston Livestock Show and Rodeo makes grants to the affiliated organization Houston Livestock Show and Rodeo Educational Fund (EIN: 76-0260204) in support of approximately $13.4 million in scholarships and educational grants awarded.

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$ 72,237,278

Form 990 (2011)

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 Click to see attachment

..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II Click to see attachment

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

Yes

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

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

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I Click to see attachment

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

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

...

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

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

Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,”
complete Schedule D, Part IV Click to see attachment

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

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

If the organization’s answer to any of the following questions is ‘Yes,’ then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable:

Did the organization report an amount for land, buildings, and equipment in Part X, 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

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

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

Yes

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

14a

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

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, 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 Click to see attachment

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

Yes

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

20a

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

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statement to this return? Note. All Form 990 filers that operated one or more hospitals must attach audited financial statements.

20b

Form 990 (2011)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization 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

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 employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III......... 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 Click to see attachment

Yes

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............ Click to see attachment

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

35a

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

35a

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

35b

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 (2011)

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. .......

3,332

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

1,148

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

Yes

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

Yes

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

Yes

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

Yes

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 (2011)

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
If the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

370

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

346

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

Yes

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

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

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

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

Yes

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

Yes

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

Yes

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

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

Yes

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

Yes

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

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

Yes

10a

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

10a

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

10b

11a

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

11a

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

12a

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

12a

Yes

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

12b

Yes

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

12c

Yes

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

Yes

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

Yes

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

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

15a

Yes

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

15b

Yes

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

16a

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

16a

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

16b

Section C. Disclosure

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

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

Own website Another's website Upon request

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

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

JENNIFER HAZELTON
8334 FANNIN STREET
HOUSTON,TX77054
(832) 667-1225

Form 990 (2011)

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 (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) RH Stevens Chairman of the Board	10.0	X	X	0	0	0
(2) Jim Bloodworth Executive Committee	2.5	X		0	0	0
(3) Don A Buckalew Executive Committee	2.5	X		0	0	0
(4) John Causey Executive Committee	2.5	X		0	0	0
(5) J M Clepper Executive Committee	2.5	X		0	0	0
(6) John T Cook Executive Committee	2.5	X		0	0	0
(7) Tilman J Fertitta Executive Committee	2.5	X		0	0	0
(8) Wayne Hollis Jr Executive Committee	2.5	X		0	0	0
(9) Don D Jordan Executive Committee	2.5	X		0	0	0
(10) Jack A Lyons Executive Committee	2.5	X		0	0	0
(11) Ed McMahon Executive Committee	2.5	X		0	0	0
(12) Louis M Pearce Jr Executive Committee	2.5	X		0	0	0
(13) Chris Richardson Executive Committee	2.5	X		0	0	0
(14) Charles R Robinson Executive Committee	2.5	X		0	0	0
(15) John O Smith Executive Committee	2.5	X		0	0	0
(16) Paul G Somerville Executive Committee	2.5	X		0	0	0
(17) Keith A Steffek Executive Committee	2.5	X		0	0	0

Form 990 (2011)

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 (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) P Michael Wells Executive Committee	2.5	X			0	0	0
(19) James M Windham Jr Executive Committee	2.5	X			0	0	0
(20) Roger Bethune Vice President/Director	5.0	X	X		0	0	0
(21) Curtis Brenner Vice President/Director	5.0	X	X		0	0	0
(22) Jerry M Crews Vice President/Director	5.0	X	X		0	0	0
(23) Rey Gonzales Vice President/Director	5.0	X	X		0	0	0
(24) Larry Ray Kerbow Sr Vice President/Director	5.0	X	X		0	0	0
(25) Robert B Kneppler Vice President/Director	5.0	X	X		0	0	0
(26) Paul Lehnhoff Vice President/Director	5.0	X	X		0	0	0
(27) Edgar D Lester Vice President/Director	5.0	X	X		0	0	0
(28) Jeff Lewis DDS Vice President/Director	5.0	X	X		0	0	0
(29) Glenn Lilie Vice President/Director	5.0	X	X		0	0	0
(30) Michael S McKinney Vice President/Director	5.0	X	X		0	0	0
(31) Mark Melton Vice President/Director	5.0	X	X		0	0	0
(32) Yance S Montalbano Vice President/Director	5.0	X	X		0	0	0
(33) Gerald Lynn Nunez Vice President/Director	5.0	X	X		0	0	0
(34) Gary E Parks Vice President/Director	5.0	X	X		0	0	0
(35) Tim Ping Vice President/Director	5.0	X	X		0	0	0
(36) Steven L Roe Vice President/Director	5.0	X	X		0	0	0
(37) Darryl A Schroeder Vice President/Director	5.0	X	X		0	0	0
(38) Pam Springer Vice President/Director	5.0	X	X		0	0	0
(39) Hugh Dennis Steger Vice President/Director	5.0	X	X		0	0	0
(40) Jim Van Hoozer Vice President/Director	5.0	X	X		0	0	0
(41) Joe Van Matre Vice President/Director	5.0	X	X		0	0	0
(42) Pat Walker Vice President/Director	5.0	X	X		0	0	0
(43) P Michael Wells Jr Vice President/Director	5.0	X	X		0	0	0
(44) John V Abshier Director	1.0	X			0	0	0
(45) JJ Acy Director	1.0	X			0	0	0
(46) Eduardo Aguirre Jr Director	1.0	X			0	0	0
(47) Mary Jane Albert Director	1.0	X			0	0	0
(48) Jimmie Allen Director	1.0	X			0	0	0
(49) Mark A Anawaty Director	1.0	X			0	0	0
(50) Scott Anderson Director	1.0	X			0	0	0
(51) Jerry J Andrew Director	1.0	X			0	0	0
(52) Marie Denise Arcos Director	1.0	X			0	0	0
(53) Sam Ayers Director	1.0	X			0	0	0
(54) Bill Bailey Director	1.0	X			19,488	0	0
(55) Linda Sue Barnes Director	1.0	X			0	0	0
(56) Louis Bart Director	1.0	X			0	0	0
(57) Richard E Bean Director	1.0	X			0	0	0
(58) C A Beasley Director	1.0	X			0	0	0
(59) G M Becker Director	1.0	X			0	0	0
(60) Stuart Beken Director	1.0	X			0	0	0
(61) Jim Billings Director	1.0	X			0	0	0
(62) R C Black Director	1.0	X			0	0	0
(63) Tucker Blair Director	1.0	X			0	0	0
(64) Mike Blasingame Director	1.0	X			0	0	0
(65) Bill R Bludworth Director	1.0	X			0	0	0
(66) Danny R Boatman Director	1.0	X			0	0	0
(67) Terry Bodkin-Agris Director	1.0	X			0	0	0
(68) William C Booher Director	1.0	X			0	0	0
(69) M David Boothe Director	1.0	X			0	0	0
(70) Douglas B Bosch Director	1.0	X			0	0	0
(71) Clair Branch Director	1.0	X			0	0	0
(72) John R Braniff Director	1.0	X			0	0	0
(73) Karen Bridges Director	1.0	X			0	0	0
(74) Brandon Lee Bridwell Director	1.0	X			0	0	0
(75) Jim Brock Director	1.0	X			0	0	0
(76) Roy Brock Director	1.0	X			0	0	0
(77) Terry Mack Brown Director	1.0	X			0	0	0
(78) Susan Buddeke Director	1.0	X			0	0	0
(79) J C Burnham Director	1.0	X			0	0	0
(80) Tim Burns Director	1.0	X			0	0	0
(81) Patricia Ann Burt Director	1.0	X			0	0	0
(82) George A Buschardt Director	1.0	X			0	0	0
(83) JL Butera Director	1.0	X			0	0	0
(84) Max C Butler Director	1.0	X			0	0	0
(85) Richard B Butler Director	1.0	X			0	0	0
(86) Larry D Byars Director	1.0	X			0	0	0
(87) Roger Campbell Director	1.0	X			0	0	0
(88) Roxie Regan Campbell Director	1.0	X			0	0	0
(89) Rudy Cano Director	1.0	X			0	0	0
(90) Andrew Cantu Director	1.0	X			0	0	0
(91) Beth Cardono Director	1.0	X			0	0	0
(92) Larry L Carroll Director	1.0	X			0	0	0
(93) Brady F Carruth Director	1.0	X			0	0	0
(94) Moreland Chapman Director	1.0	X			0	0	0
(95) Joseph E Chastang Director	1.0	X			0	0	0
(96) Kelley Chisholm Director	1.0	X			0	0	0
(97) Gene W Clark Director	1.0	X			0	0	0
(98) Chad J Clay Director	1.0	X			0	0	0
(99) Michael E Clepper Director	1.0	X			0	0	0
(100) Curtis Clerkley Director	1.0	X			0	0	0
(101) Ernie Boyd Collins Director	1.0	X			0	0	0
(102) Thomas R Conner Director	1.0	X			0	0	0
(103) Mike Cook Director	1.0	X			0	0	0
(104) John L Cooper II Director	1.0	X			0	0	0
(105) Howard Thomas Cordell Director	1.0	X			0	0	0
(106) John M Cotterell Director	1.0	X			0	0	0
(107) J Craig Cowgill Director	1.0	X			0	0	0
(108) Frank Crapitto Director	1.0	X			0	0	0
(109) Chris Cunningham Director	1.0	X			0	0	0
(110) Michael A Curley Director	1.0	X			0	0	0
(111) Michael C Curley Director	1.0	X			0	0	0
(112) Charles M Dalton Director	1.0	X			0	0	0
(113) Becky Jones Damone Director	1.0	X			0	0	0
(114) Dan D'Armond Director	1.0	X			0	0	0
(115) Tom C Davis Director	1.0	X			0	0	0
(116) Chuck Davis Director	1.0	X			0	0	0
(117) Ernest Edwin Davis Director	1.0	X			0	0	0
(118) Robert N Davis Director	1.0	X			0	0	0
(119) Gary Alan Debakey Director	1.0	X			0	0	0
(120) Gary Deitcher Director	1.0	X			0	0	0
(121) George A DeMontrond III Director	1.0	X			0	0	0
(122) Carl Detering Jr Director	1.0	X			0	0	0
(123) CR Devine Director	1.0	X			0	0	0
(124) Tom E Dompier Director	1.0	X			0	0	0
(125) Arthur J Dorr Director	1.0	X			0	0	0
(126) Rodney E Doutel Director	1.0	X			0	0	0
(127) Andrew Dow Director	1.0	X			0	0	0
(128) Douglas L Doyle Director	1.0	X			0	0	0
(129) Freeman B Dunn Director	1.0	X			0	0	0
(130) W T Dunn Director	1.0	X			0	0	0
(131) John L Ebeling Director	1.0	X			0	0	0
(132) Jamie Ehrman Director	1.0	X			0	0	0
(133) Roy L Elledge Jr Director	1.0	X			0	0	0
(134) John D Ellis Jr Director	1.0	X			0	0	0
(135) Chris Ennis Director	1.0	X			0	0	0
(136) Suzanne H Epps Director	1.0	X			0	0	0
(137) James C Epps III Director	1.0	X			0	0	0
(138) Warner D Ervin Director	1.0	X			0	0	0
(139) Ronnie Eubanks Director	1.0	X			0	0	0
(140) Melba W Eveler Director	1.0	X			0	0	0
(141) Al Farrack Director	1.0	X			0	0	0
(142) Carolyn Faulk Director	1.0	X			0	0	0
(143) Rigo Flores Director	1.0	X			0	0	0
(144) Charlene Casey Floyd Director	1.0	X			0	0	0
(145) Richard Lee Fuqua II Director	1.0	X			0	0	0
(146) A L Furnace Director	1.0	X			0	0	0
(147) Steve Ganey Director	1.0	X			0	0	0
(148) Lyndal D Garner Director	1.0	X			0	0	0
(149) Gary T Garrison Director	1.0	X			0	0	0
(150) Diane Gautreaux Director	1.0	X			0	0	0
(151) George S Gayle III Director	1.0	X			0	0	0
(152) Carruth Gerault Director	1.0	X			0	0	0
(153) Greg N Gerhart Director	1.0	X			0	0	0
(154) W Thad Gilliam Director	1.0	X			0	0	0
(155) Gary Glover Director	1.0	X			0	0	0
(156) Mike Golden Director	1.0	X			0	0	0
(157) Charles W Grant Director	1.0	X			0	0	0
(158) Ricky A Greene Director	1.0	X			0	0	0
(159) Red Griffin Director	1.0	X			0	0	0
(160) Sidney Grisham Director	1.0	X			0	0	0
(161) Ronald E Gulihur Director	1.0	X			0	0	0
(162) Richard Gustafson Director	1.0	X			0	0	0
(163) Michael J Hajovsky Director	1.0	X			0	0	0
(164) Jerry Hamilton Director	1.0	X			0	0	0
(165) William D Hanna Director	1.0	X			0	0	0
(166) Jeff Harris Director	1.0	X			0	0	0
(167) O L Harris Director	1.0	X			0	0	0
(168) Darrell N Hartman Director	1.0	X			0	0	0
(169) Michael Hartwig Director	1.0	X			0	0	0
(170) Lance Heacock Director	1.0	X			0	0	0
(171) Jack Heard Jr Director	1.0	X			0	0	0
(172) Barney Hedrick Director	1.0	X			0	0	0
(173) Corinne C Heiligbrodt Director	1.0	X			0	0	0
(174) Thomas M Henderson Director	1.0	X			0	0	0
(175) Sam Henry Director	1.0	X			0	0	0
(176) Linda Renee Henson Director	1.0	X			0	0	0
(177) Kathleen Herd Director	1.0	X			0	0	0
(178) Gary Wayne Hettenbach Director	1.0	X			0	0	0
(179) Jerry H Hickman Director	1.0	X			0	0	0
(180) Robert B Higgs Director	1.0	X			0	0	0
(181) Jeffrey D Hildebrand Director	1.0	X			0	0	0
(182) Naomi Hines Director	1.0	X			0	0	0
(183) D Scott Hinsley Director	1.0	X			0	0	0
(184) G Ray Hinsley III Director	1.0	X			0	0	0
(185) F Barron Hobbs Director	1.0	X			0	0	0
(186) Robert Hodge Director	1.0	X			0	0	0
(187) Robert V Holland Jr Director	1.0	X			0	0	0
(188) Robert M Hopson Director	1.0	X			0	0	0
(189) Kenneth Hucherson Director	1.0	X			0	0	0
(190) Dick Hudgins Director	1.0	X			0	0	0
(191) JP Hunnicutt III Director	1.0	X			0	0	0
(192) Phillip Mason Hunt Director	1.0	X			0	0	0
(193) Robert E Hunter Director	1.0	X			0	0	0
(194) Janice Hutchinson Director	1.0	X			0	0	0
(195) John A Hutchison Director	1.0	X			0	0	0
(196) Robert Charles Hux Director	1.0	X			0	0	0
(197) Steven Edward Jackson Director	1.0	X			0	0	0
(198) Kenneth A Jacobson Director	1.0	X			0	0	0
(199) Liz Peckham Jameson Director	1.0	X			0	0	0
(200) Jim J Janke Director	1.0	X			0	0	0
(201) Barbara Johnson Director	1.0	X			0	0	0
(202) Parker Johnson Director	1.0	X			0	0	0
(203) Curtis Jones Director	1.0	X			0	0	0
(204) Jeffrey M Jones Director	1.0	X			0	0	0
(205) William M Jones Director	1.0	X			0	0	0
(206) Ronald A Kapche Director	1.0	X			0	0	0
(207) J Grover Kelley Director	1.0	X			0	0	0
(208) JD Kennedy Director	1.0	X			0	0	0
(209) G W Kent Director	1.0	X			0	0	0
(210) James Alan Kent Director	1.0	X			0	0	0
(211) Doug Knutzen Director	1.0	X			0	0	0
(212) Michael John Koch Director	1.0	X			0	0	0
(213) Jeanny Koop Director	1.0	X			0	0	0
(214) Danny Lang Jr Director	1.0	X			0	0	0
(215) William L Lawler Director	1.0	X			0	0	0
(216) Carl J Lee Jr Director	1.0	X			0	0	0
(217) Phillip L Leggett MD Director	1.0	X			0	0	0
(218) Daniel E Lehane MD Director	1.0	X			0	0	0
(219) Lawrence S Levy Director	1.0	X			0	0	0
(220) WA Lewis Director	1.0	X			0	0	0
(221) Jim Lightfoot Director	1.0	X			0	0	0
(222) Thomas Lippincott Director	1.0	X			0	0	0
(223) Robert N Livermore Director	1.0	X			0	0	0
(224) Ronald Logan Director	1.0	X			0	0	0
(225) P W Lucky Long Director	1.0	X			0	0	0
(226) Gary R Look Director	1.0	X			0	0	0
(227) Jimmy Lyons Director	1.0	X			0	0	0
(228) Sam J Mainord Director	1.0	X			0	0	0
(229) Danny Marburger Director	1.0	X			0	0	0
(230) Richard Marburger Director	1.0	X			0	0	0
(231) Willis M Marburger Director	1.0	X			0	0	0
(232) Ross D Margraves Jr Director	1.0	X			0	0	0
(233) Bradley H Marks Director	1.0	X			0	0	0
(234) Robert A Marsh Director	1.0	X			0	0	0
(235) Roy A Marsh Director	1.0	X			0	0	0
(236) Gigi Mayorga-Wark Director	1.0	X			0	0	0
(237) D Wayne McDonnell Director	1.0	X			0	0	0
(238) Ken D McGuyer Director	1.0	X			0	0	0
(239) S Caroline Mcintosh Director	1.0	X			0	0	0
(240) Wayne L McLemore Director	1.0	X			0	0	0
(241) Andy McLeod Director	1.0	X			0	0	0
(242) Gary McMullen Director	1.0	X			0	0	0
(243) Charles W Melton Director	1.0	X			0	0	0
(244) Willard Mercier Director	1.0	X			0	0	0
(245) Glenda Michael Director	1.0	X			0	0	0
(246) Gregory N Miller Director	1.0	X			0	0	0
(247) Robert D Miller Director	1.0	X			0	0	0
(248) Dorothy M Mitchell Director	1.0	X			0	0	0
(249) J Arthur Moncrief Director	1.0	X			0	0	0
(250) John J Montalbano Director	1.0	X			0	0	0
(251) Reed Morian Director	1.0	X			0	0	0
(252) John Roger Morton Director	1.0	X			0	0	0
(253) Robert M Moss Director	1.0	X			0	0	0
(254) Ken C Moursund Sr Director	1.0	X			0	0	0
(255) David Eugene Mouton MD Director	1.0	X			0	0	0
(256) Shelly Dompier Mulanax Director	1.0	X			0	0	0
(257) Phillip E Murphy Director	1.0	X			0	0	0
(258) James Michael Mushinski Director	1.0	X			0	0	0
(259) Demetrius Navarro Director	1.0	X			0	0	0
(260) Robinson K Neblett Director	1.0	X			0	0	0
(261) Gary Raymond Nesloney Director	1.0	X			0	0	0
(262) Don W Neuenschwander Director	1.0	X			0	0	0
(263) David R Newcomb Director	1.0	X			0	0	0
(264) Tom R Northrup Director	1.0	X			0	0	0
(265) Robert A Norwood Director	1.0	X			0	0	0
(266) Michael K O'Kelley Director	1.0	X			0	0	0
(267) Kelly L O'Shieles Director	1.0	X			0	0	0
(268) R L O'Shieles Director	1.0	X			0	0	0
(269) W Allen Owen Director	1.0	X			0	0	0
(270) Marilyn Page Director	1.0	X			0	0	0
(271) Robert E Paine IV Director	1.0	X			0	0	0
(272) Sarah Ruth Palmer Director	1.0	X			0	0	0
(273) James E Parish Director	1.0	X			0	0	0
(274) Clay A Parker Director	1.0	X			0	0	0
(275) Gary M Pearce Director	1.0	X			0	0	0
(276) Joe Ernest Pedigo Director	1.0	X			0	0	0
(277) Richard A Peebles Director	1.0	X			0	0	0
(278) Patrick D Pennington Director	1.0	X			0	0	0
(279) Harry Allen Perrin Director	1.0	X			0	0	0
(280) Patrick R Perry Director	1.0	X			0	0	0
(281) Trisha Hillman Philipp Director	1.0	X			0	0	0
(282) WE Phillips Director	1.0	X			0	0	0
(283) Garry L Plotkin Director	1.0	X			0	0	0
(284) Eric R Potts Director	1.0	X			0	0	0
(285) Ozell Price Director	1.0	X			0	0	0
(286) Stephen J Radcliffe Director	1.0	X			0	0	0
(287) Russell J Raia Director	1.0	X			0	0	0
(288) Lon Jude Randazzo Director	1.0	X			0	0	0
(289) Jen Marie Rau Director	1.0	X			0	0	0
(290) Gregg M Raymond Director	1.0	X			0	0	0
(291) Dudley Ray Director	1.0	X			0	0	0
(292) Kevin K Rech Director	1.0	X			0	0	0
(293) Joe H Rentz Jr Director	1.0	X			0	0	0
(294) Tony Rich Director	1.0	X			0	0	0
(295) Todd Riddle Director	1.0	X			0	0	0
(296) W F Robichaux Director	1.0	X			0	0	0
(297) Lee Rountree Director	1.0	X			0	0	0
(298) Pete A Ruman Director	1.0	X			0	0	0
(299) Mike G Rutherford Jr Director	1.0	X			0	0	0
(300) John Alan Sandling Director	1.0	X			0	0	0
(301) Michael J Saragusa Director	1.0	X			0	0	0
(302) Anne Elise Sartwelle Director	1.0	X			0	0	0
(303) James D Sartwelle Jr Director	1.0	X			0	0	0
(304) William C Sartwelle Director	1.0	X			0	0	0
(305) Nano K Scherrieb Director	1.0	X			0	0	0
(306) Vanessa Schillaci Director	1.0	X			0	0	0
(307) Joe Schindler Director	1.0	X			0	0	0
(308) Gregory Allan Schroder Director	1.0	X			0	0	0
(309) Edward B Schulz Director	1.0	X			0	0	0
(310) William L Scott Director	1.0	X			0	0	0
(311) Rose Marie Scott Director	1.0	X			0	0	0
(312) Ken Shaw Director	1.0	X			0	0	0
(313) Jeanne Shirey-Lord Director	1.0	X			0	0	0
(314) Brenda Baker Short Director	1.0	X			0	0	0
(315) James H Short Director	1.0	X			0	0	0
(316) Sharon D Simmons Director	1.0	X			0	0	0
(317) Wesley Sinor Director	1.0	X			0	0	0
(318) Ken Sloan Director	1.0	X			0	0	0
(319) David B Smith Sr Director	1.0	X			0	0	0
(320) Marshall R Smith III Director	1.0	X			0	0	0
(321) Robbie Smith Director	1.0	X			0	0	0
(322) Barry Smotherman Director	1.0	X			0	0	0
(323) George William Stallings Director	1.0	X			0	0	0
(324) Lodie Stapleton Jr Director	1.0	X			0	0	0
(325) Robert S Steele Director	1.0	X			0	0	0
(326) Edward Stone Director	1.0	X			0	0	0
(327) R Hugh Sutton Director	1.0	X			0	0	0
(328) John Sylvester Director	1.0	X			0	0	0
(329) James R Taylor Director	1.0	X			0	0	0
(330) Bill T Teague Director	1.0	X			0	0	0
(331) Archie R Thompson Director	1.0	X			0	0	0
(332) Alan L Tinsley Director	1.0	X			0	0	0
(333) D Wayne Turner Director	1.0	X			0	0	0
(334) Richard Tyler Director	1.0	X			0	0	0
(335) Michael J Upchurch Director	1.0	X			0	0	0
(336) John A Van De Wiele Director	1.0	X			0	0	0
(337) Joe Vara Director	1.0	X			0	0	0
(338) Andrew John Vavra Jr Director	1.0	X			0	0	0
(339) Joel M Verbois Director	1.0	X			0	0	0
(340) Mary Ellen Verbois Director	1.0	X			0	0	0
(341) Roy E Vernon Director	1.0	X			0	0	0
(342) Dennis A Vickery Director	1.0	X			0	0	0
(343) John Porter Wade Director	1.0	X			0	0	0
(344) TW Wald Director	1.0	X			0	0	0
(345) Terry Walker Director	1.0	X			0	0	0
(346) Sharleen Walkoviak Director	1.0	X			0	0	0
(347) Mark S Walls Director	1.0	X			0	0	0
(348) Larry Eugene Walters Director	1.0	X			0	0	0
(349) Steve Watson Director	1.0	X			0	0	0
(350) Donna Webster Director	1.0	X			0	0	0
(351) Richard Weiman Director	1.0	X			0	0	0
(352) C Thompson Wells Director	1.0	X			0	0	0
(353) Constance White Director	1.0	X			0	0	0
(354) Justin C White Director	1.0	X			0	0	0
(355) Gregory Teal Willbanks Director	1.0	X			0	0	0
(356) Rodney W Williams Director	1.0	X			0	0	0
(357) Griffin D Winn Director	1.0	X			0	0	0
(358) James A Winne III Director	1.0	X			0	0	0
(359) M Beth Woehler Director	1.0	X			0	0	0
(360) Reed Glenn Wood Director	1.0	X			0	0	0
(361) Sally Mahan Woody Director	1.0	X			0	0	0
(362) Melvin Wright Director	1.0	X			0	0	0
(363) William A Yates Director	1.0	X			0	0	0
(364) Robin Young-Ellis Director	1.0	X			0	0	0
(365) Todd Zucker Director	1.0	X			0	0	0
(366) Stephanie Baird Director	1.0	X			0	0	0
(367) Connard Barker Director	1.0	X			0	0	0
(368) John R Braniff Jr Director	1.0	X			0	0	0
(369) Pam Brooks Director	1.0	X			0	0	0
(370) Jane Burnap Director	1.0	X			0	0	0
(371) Roger Camp Director	1.0	X			0	0	0
(372) Kevin D Duke Director	1.0	X			0	0	0
(373) John Glithero Director	1.0	X			0	0	0
(374) Butch Guerrero Director	1.0	X			0	0	0
(375) Robert Gulledge Director	1.0	X			0	0	0
(376) Jeffrey Hayes Director	1.0	X			0	0	0
(377) Bonnie Herndon Director	1.0	X			0	0	0
(378) Arthur Herring Director	1.0	X			0	0	0
(379) Chester B Howard Director	1.0	X			0	0	0
(380) Kevin Leck Director	1.0	X			0	0	0
(381) Randy Lee Director	1.0	X			0	0	0
(382) Joe McDaniel Director	1.0	X			0	0	0
(383) Patricia Mann Phillips Director	1.0	X			0	0	0
(384) Alex Prince Director	1.0	X			0	0	0
(385) Dwayne Sablatura Director	1.0	X			0	0	0
(386) Emmett Story Director	1.0	X			0	0	0
(387) David Stratton Director	1.0	X			0	0	0
(388) Randall Trahan Director	1.0	X			0	0	0
(389) Duncan Underwood Director	1.0	X			0	0	0
(390) Taylor Whitaker Director	1.0	X			0	0	0
(391) Samm Wiggins Director	1.0	X			0	0	0
(392) Ken Wise Director	1.0	X			0	0	0
(393) Betty Wiseman Director	1.0	X			0	0	0
(394) David Yates Director	1.0	X			0	0	0
(395) JOE BRUCE HANCOCK JR GENERAL MANAGER, DIRECTOR	50.0	X			235,733	0	60,246
(396) JILL CLEMENT EXECUTIVE DIRECTOR - TICKETS	50.0	X			134,642	0	16,290
(397) IRVEN E WAGNER PRESIDENT/CEO, DIRECTOR	50.0		X		549,311	0	280,271
(398) M LEROY SHAFER VICE PRESIDENT/COO, DIRECTOR	50.0		X		288,181	0	38,274
(399) JENNIFER HAZELTON CHIEF FINANCIAL OFFICER	50.0		X		233,918	0	45,272
(400) SHERRY HIBBERT GENERAL COUNSEL	50.0		X		233,126	0	12,664
(401) ANDY SLOAN CHIEF INFORMATION OFFICER	50.0			X	263,197	0	78,826
(402) MARY S MARTIN EXECUTIVE DIRECTOR - MARKETING	50.0			X	168,173	0	82,251
(403) STEVE GUMERMAN MANAGING DIRECTOR - IS	50.0			X	161,630	0	57,096
(404) JOEL COWLEY EXECUTIVE DIRECTOR - AGRICULTU	50.0			X	149,315	0	50,196
(405) MICHAEL DEMARCO EXECUTIVE DIRECTOR - OPERATION	50.0			X	146,933	0	52,324

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,583,647	0	773,710

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

Yes

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

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

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

Section B. Independent Contractors

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

(A) Name and business address	(B) Description of services	(C) Compensation
RAY CAMMACK SHOWS INC 4950 WEST SOUTHERN AVE LAVEEN,AZ85339	CARNIVAL SERVICES	2,972,112
LMI HHI LTD SMG 8400 KIRBY DRIVE HOUSTON,TX77054	PROPERTY MANAGEMENT	1,942,687
LD SYSTEMS INC PO BOX 10620 HOUSTON,TX77206	AUDIO/VIDEO SERVICES	2,835,360
TRANSPORTATION MANAGEMENT SERVICES 17810 MEETING HOUSE ROAD SUITE 200 SANDY SPRING,MD20860	TRANSPORTATION	2,168,064
ARAMARK SPORTS AND ENTERTAINMENT 1101 MARKET ST 12TH FLOOR PHILADELPHIA,PA19107	CLEANING SERVICES	2,486,607
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 57

Form 990 (2011)

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		3,403,434
c	Fundraising events....1c		428,098
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		29,393,016
g	Noncash contributions included in lines 1a-1f:$ 159,860
h	Total. Add lines 1a-1f.......			33,224,548
			Business Code
2a	RODEO SHOW RECEIPT		711,300	64,590,580	64,590,580
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			64,590,580
3	Investment income (including dividends, interest
	and other similar amounts).....			2,125,224			2,125,224
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross rents	286,514
b	Less: rental expenses	658,472
c	Rental income or (loss)	-371,958
d	Net rental income or (loss).......			-371,958		-371,958
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	1,146,689
b	Less: cost or other basis and sales expenses
c	Gain or (loss)	1,146,689
d	Net gain or (loss)..........			1,146,689			1,146,689
8a	Gross income from fundraising events (not including $ 428,098 of contributions reported on line 1c). See Part IV, line 18 ...
	a		205,600
b	Less: direct expenses ...b		202,068
c	Net income or (loss) from fundraising events..			3,532			3,532
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...			0
10a	Gross sales of inventory, less returns and allowances .
	a		1,322,489
b	Less: cost of goods sold ..b		1,298,241
c	Net income or (loss) from sales of inventory..			24,248	43,299	-19,051
Miscellaneous Revenue			Business Code
11a	COCA-COLA SPONSORSHIP		900,099	10,000		10,000
b	RELIANT ENERGY EMAIL OFFER TO MEMBERS		900,099	6,000		6,000
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			16,000
12	Total revenue. See Instructions....			100,758,863	64,633,879	-375,009	3,275,445

Form 990 (2011)

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

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	9,573,687	9,573,687
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	1,982,937	1,079,029	693,368	210,540
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	111,800			111,800
7	Other salaries and wages	8,518,502	5,735,808	2,183,099	599,595
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	1,126,679	601,048	415,213	110,418
9	Other employee benefits .......	1,090,219	604,987	362,129	123,103
10	Payroll taxes ...........	783,353	471,832	252,535	58,986
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	290,030	305	289,725
c	Accounting ...........	112,267		110,281	1,986
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	150,677		150,677
g	Other ..........	16,329,373	15,197,246	326,425	805,702
12	Advertising and promotion ....	3,537,937	3,167,144	100,050	270,743
13	Office expenses .......	1,521,260	1,043,683	194,247	283,330
14	Information technology ......	397,839	5,356	389,322	3,161
15	Royalties ..	0
16	Occupancy ...........	2,058,497	1,849,984		208,513
17	Travel ............	106,742	9,372	78,424	18,946
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	12,537	3,503	7,414	1,620
20	Interest ...........	289,245	289,245
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	2,947,589	2,537,196	328,290	82,103
23	Insurance ..............	748,648	485,422	209,275	53,951
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.)
a	ENTERTAINER EXPENSES	8,031,458	8,019,245		12,213
b	CONTRIBUTIONS TO SHOW EXHIBIT	5,852,165	5,852,165
c	EQUIPMENT RENTAL & MAINTENANCE	5,697,605	5,426,546	117,951	153,108
d	FOOD AND BEVERAGE SERVICES	5,042,916	2,855,863	110,554	2,076,499
e
f	All other expenses	8,718,174	7,428,612	201,458	1,088,104
25	Total functional expenses. Add lines 1 through 24f	85,032,136	72,237,278	6,520,437	6,274,421
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2011)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			16,852,670	1	24,421,724
2	Savings and temporary cash investments .......			0	2	0
3	Pledges and grants receivable, net .........			0	3	0
4	Accounts receivable, net .........			1,688,922	4	1,382,396
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........			0	5	0
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 ..........			0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			456,894	8	531,228
9	Prepaid expenses and deferred charges ............			716,540	9	715,180
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	68,174,357
b	Less: accumulated depreciation. .....	10b	28,278,961	40,562,421	10c	39,895,396
11	Investments—publicly traded securities ..........			84,136,988	11	111,457,602
12	Investments—other securities. See Part IV, line 11 ......			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			0	13	0
14	Intangible assets .........			0	14	0
15	Other assets. See Part IV, line 11 ...........			1,015,926	15	273,757
16	Total assets. Add lines 1 through 15 (must equal line 34)...			145,430,361	16	178,677,283
17	Accounts payable and accrued expenses .			2,557,672	17	2,595,689
18	Grants payable ..........			0	18	0
19	Deferred revenue ..........			0	19	0
20	Tax-exempt bond liabilities ..........			8,875,000	20	7,775,000
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....			21,398,799	25	39,885,335
26	Total liabilities. Add lines 17 through 25.....			32,831,471	26	50,256,024
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			112,598,890	27	128,421,259
28	Temporarily restricted net assets .....			0	28	0
29	Permanently restricted net assets .....			0	29	0
	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 .....			112,598,890	33	128,421,259
34	Total liabilities and net assets/fund balances .....			145,430,361	34	178,677,283

Form 990 (2011)

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) ...

100,758,863

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

85,032,136

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

15,726,727

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

112,598,890

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

95,642

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

128,421,259

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 (2011)

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

2011

Open to Public
Inspection

Name of the organization

HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number

74-1142851

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) 2011

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) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(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) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(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—2011. 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—2010. 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—2011. 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—2010. 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) 2011

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) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	24,376,396	23,050,987	27,447,396	30,158,603	33,224,548	138,257,930
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......	50,885,518	50,357,810	51,658,333	60,574,457	64,590,580	278,066,698
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.	75,261,914	73,408,797	79,105,729	90,733,060	97,815,128	416,324,628
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...	6,584,046	6,747,541	6,963,114	8,074,063	8,262,380	36,631,144
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.
c	Add lines 7a and 7b..	6,584,046	6,747,541	6,963,114	8,074,063	8,262,380	36,631,144
8	Public Support (Subtract line 7c from line 6.)						379,693,484

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
9	Amounts from line 6...	75,261,914	73,408,797	79,105,729	90,733,060	97,815,128	416,324,628
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	3,414,304	3,329,674	4,393,157	3,523,894	3,734,228	18,395,257
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	3,414,304	3,329,674	4,393,157	3,523,894	3,734,228	18,395,257
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.	0	0	0	0	0	0
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.).	78,676,218	76,738,471	83,498,886	94,256,954	101,549,356	434,719,885

Section C. Computation of Public Support Percentage

Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f)) .........

87.342 %

Public support percentage from 2010 Schedule A, Part III, line 15 ...............

86.800 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f)) ......

4.231 %

Investment income percentage from 2010 Schedule A, Part III, line 17 .............

4.470 %

19a

33 1/3% support tests—2011. 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—2010. 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) 2011

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) 2011

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

2011

Name of organization

HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number

74-1142851

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

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

Special Rules

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

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

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total 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 on line H of its
Form 990-EZ or on Part I, 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) (2011)

Page 2

Name of organization HOUSTON LIVESTOCK SHOW AND RODEO INC
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part I	Contributors (see Instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total 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) Total 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) Total 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) Total 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) Total 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) (2011)

Page 3

Name of organization HOUSTON LIVESTOCK SHOW AND RODEO INC
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part II	Noncash Property (see Instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 4

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Name of organization
HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number

74-1142851

Part III

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

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

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

Complete if the organization is described below.
SchCMd Bullet

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

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

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

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

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

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

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

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

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

Name of the organization

HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number

74-1142851

Part I-A

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

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

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

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

Part I-B

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

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

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

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

Yes No

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

Yes No

If "Yes," describe in Part IV.

Part I-C

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

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

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

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

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

Yes No

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

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2011

Page 2

Part II-A

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

A Check if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(a) Filing organization's totals	(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......	150,000
c	Total lobbying expenditures (add lines 1a and 1b) ...................	150,000
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............	150,000
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.	30,000
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................	7,500
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................	120,000
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................		Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) Total

2a	Lobbying non-taxable amount	22,576	30,000	30,000	30,000	112,576

b	Lobbying ceiling amount (150% of line 2a, column(e))					168,864

c	Total lobbying expenditures	112,879	150,000	150,000	150,000	562,879

d	Grassroots nontaxable amount	5,644	7,500	7,500	7,500	28,144

e	Grassroots ceiling amount (150% of line 2d, column (e))					42,216

f	Grassroots lobbying expenditures	0	0	0	0	0

Schedule C (Form 990 or 990-EZ) 2011

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

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

(a)

Yes

(b)

Amount

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

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

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

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

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

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

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

Yes

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

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

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

Part III-B

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

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

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

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

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

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

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

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

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

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, Part II-A; line 5; and Part ll-B, line 1.
Also, complete this part for any additional information.

Identifier	Return Reference	Explanation

Schedule C (Form 990 or 990EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number

74-1142851

Part I

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

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

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


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

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

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

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

Yes No

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

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

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 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 (ASC 958), not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.

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

(i)

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

(ii)

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

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

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

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

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

Cat. No. 52283D

Schedule D (Form 990) 2011

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	Net investment earnings, gains, and losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

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

3a(i)

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

3a(ii)

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

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

Part VI

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

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	62,400	6,722,406		6,784,806
b	Buildings ................
c	Leasehold improvements ............		27,988,678	13,624,673	14,364,005
d	Equipment ................		18,396,249	10,515,260	7,880,989
e	Other .................		15,004,624	4,139,028	10,865,596
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......					39,895,396

Schedule D (Form 990) 2011

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
Other








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

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) must 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) must 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) Book value
Federal Income Taxes		0
DEFERRED INCOME		28,679,367
INTEREST SWAP AGREEMENT		927,183
DEPOSITS		1,771,171
PENSION LIABILITY		8,306,480
DUE TO AFFILIATES		201,134




Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		39,885,335
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) 2011

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
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3
4	Net unrealized gains (losses) on investments ..........................	4
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV.) .................................	8
9	Total adjustments (net). Add lines 4 through 8 .........................	9
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10

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
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIV.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIV.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

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 (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

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

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

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization
HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number

74-1142851

Part I

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

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

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

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization. Form 990-EZ filers are not required to complete this table.

(i) Name and address of individual or entity (fundraiser)	(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
	(ii) Activity	Yes	No	(iv) Gross receipts from activity		(vi) Amount paid to (or retained by) organization
Total .................

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

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2011

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 on Form 990-EZ, line 6a. List events with gross receipts greater than $5,000.

		(a) Event #1 SILENT AUCTION (event type)	(b) Event #2 GOLF TOURNAMENT (event type)	(c) Other Events 5 (total number)	(d) Total Events (Add col. (a) through col. (c))
1	Gross receipts . . .	127,043	109,529	397,126	633,698
2	Less: Charitable contributions . . .	102,043	70,229	255,826	428,098
3	Gross income (line 1 minus line 2) . . .	25,000	39,300	141,300	205,600
4	Cash prizes . . .
5	Non-cash prizes . .	1,880	10,915	2,768	15,563
6	Rent/facility costs . .	28,441	11,112	23,038	62,591
7	Food and beverages . .		2,567	41,417	43,984
8	Entertainment . . .	5,000		28,064	33,064
9	Other direct expenses .	5,859	2,433	38,574	46,866
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........				202,068
11	Net income summary. Combine lines 3 and 10 in column (d)............				3,532

Part III

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

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

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

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes
	No

	Yes
	No

	Yes
	No

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

Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow

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

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

YesNo

If "No," Explain:

10a

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

YesNo

If "Yes," Explain:

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

YesNo

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

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

YesNo

Schedule G (Form 990 or 990-EZ) 2011

Page 3

Indicate the percentage of gaming activity operated in:

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

13a

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

13b

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

Name

Address

15a

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

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

YesNo

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

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

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

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

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

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

Identifier	ReturnReference	Explanation

Schedule G (Form 990 or 990-EZ) 2011

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

2011

Open to Public
Inspection

Name of the organization
HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number
74-1142851

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) HOUSTON LIVESTOCK SHOW & RODEO EDUCATIONAL FUNDPO BOX 20070 HOUSTON,TX77225	76-0260204	501(C)(3)	9,573,687	THE EDUCATION FUND SUPPORTS HLSR'S PURPOSE.

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

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

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

Cat. No. 50055P

Schedule I (Form 990) 2011

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	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

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
GRANT POLICY	SCH. I, PART I, QUESTION 2	HOUSTON LIVESTOCK SHOW AND RODEO MAKES GRANTS TO THE AFFILIATED ORGANIZATION HOUSTON LIVESTOCK SHOW AND RODEO EDUCATIONAL FUND (EIN: 76-0260204) IN SUPPORT OF SCHOLARSHIP AND EDUCATIONAL GRANTS AWARDED.

Schedule I (Form 990) 2011

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

2011

Open to Public Inspection

Name of the organization

HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number

74-1142851

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all 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. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

Yes

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2011

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and column (E) for that individual.

(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 as deferred in prior Form 990
(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)	(F) Compensation reported as deferred in prior Form 990
(1) IRVEN E WAGNER	(i) (ii)	448,335 0	100,000 0	976 0	258,570 0	21,701 0	829,582 0	0 0
(2) M LEROY SHAFER	(i) (ii)	275,403 0	7,500 0	5,278 0	21,578 0	16,696 0	326,455 0	0 0
(3) ANDY SLOAN	(i) (ii)	256,086 0	6,000 0	1,111 0	56,865 0	21,961 0	342,023 0	0 0
(4) JOE BRUCE HANCOCK JR	(i) (ii)	227,927 0	6,000 0	1,806 0	38,285 0	21,961 0	295,979 0	0 0
(5) JENNIFER HAZELTON	(i) (ii)	227,536 0	6,000 0	382 0	35,497 0	9,775 0	279,190 0	0 0
(6) MARY S MARTIN	(i) (ii)	162,367 0	4,000 0	1,806 0	65,699 0	16,552 0	250,424 0	0 0
(7) STEVE GUMERMAN	(i) (ii)	157,830 0	3,800 0	0 0	35,345 0	21,751 0	218,726 0	0 0
(8) JOEL COWLEY	(i) (ii)	144,735 0	4,000 0	580 0	28,529 0	21,667 0	199,511 0	0 0
(9) MICHAEL DEMARCO	(i) (ii)	141,822 0	4,000 0	1,111 0	42,885 0	9,439 0	199,257 0	0 0
(10) JILL CLEMENT	(i) (ii)	131,142 0	3,500 0	0 0	0 0	16,290 0	150,932 0	0 0
(11) SHERRY HIBBERT	(i) (ii)	227,185 0	4,500 0	1,441 0	0 0	12,664 0	245,790 0	0 0

Schedule J (Form 990) 2011

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
COMPENSATION INFORMATION		SENIOR MANAGERS HAVE SPLIT DOLLAR LIFE INSURANCE POLICY. TAXABLE BENEFIT IS REPORTED ON W-2 AND SALARY IS GROSSED UP TO COVER THE TAX ON THIS BENEFIT. NOT PROVIDED ON ANY OTHER BENEFITS. The President participated in a deferred compensation plan each year of his employment. The funds are held by the Show and do not vest until three years of service are completed after each award. Column C includes $200,000 in accrued, but not paid, deferred compensation. This is a total of 1/3 each of the amounts awarded in 2009, 2010, and 2011. As the President is no longer with the Show effective May 2013, the amounts earned for the 2010 and 2011 awards will never be paid to him. The remaining amount in Column C for the President and the other employees reflects the pension expense related to the defined benefit plan. These amounts were not paid to the employees.

Schedule J (Form 990) 2011

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

2011

Open to Public Inspection

Name of the organization

HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number

74-1142851

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) 2011

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) MURPHY BUCKLE COMPANY	OWNED BY BOARD MEMBER	552,484	PROVIDER OF PRODUCT		No
(2) SIGNTEX IMAGING	OWNED BY BOARD MEMBER	439,940	PROVIDER OF PRODUCT		No
(3) EXECUTIVE TOYS	OWNED BY BOARD MEMBER	260,139	PROVIDER OF PRODUCT		No
(4) THE LARYAT COMPANY	OWNED BY FAMILY OF MEMBER	218,449	PROVIDER OF PRODUCT		No
(5) EDMINSTER HINSHAW RUSS ASSOCIATES	OWNED BY FAMILY OF MEMBER	256,780	PROVIDER OF PRODUCT		No
(6) DURWOOD GREENE CONSTRUCTION CO	OWNED BY BOARD MEMBER	188,375	PROVIDER OF PRODUCT		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) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

NonCash Contributions

Complete if the organization answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number

74-1142851

Part I

Types of Property

	(a) Check if applicable	(b) Number of Contributions or items contributed	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining noncash contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .	X	5	159,860	VALUE ON RECEIPT
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( )
26 Other ( )
27 Other ( )
28 Other ( )

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it

must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? ..................

30a

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?

Yes

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ............................

32a

If "Yes," describe in Part II.

If the organization did not report revenues in column (c) for a type of property for which column (a) is checked,

describe in Part II.

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

Cat. No. 51227J

Schedule M (Form 990) 2011

Page 2

Part II

Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33 and whether the organization is reporting in Part I, column (b) the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Identifier	Return Reference	Explanation

Schedule M (Form 990) 2011

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

2011

Open to Public
Inspection

Name of the organization

HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number

74-1142851

Identifier	Return Reference	Explanation
REVIEW OF FORM 990	PART VI, SECTION B, QUESTION 11A	The tax return was prepared by the accounting department with the assistance of our tax accountants. It was reviewed by the Interim President, Audit Committee Chairman, and Chairman of the Board prior to filing.
CONFLICT OF INTEREST POLICY	PART VI, SECTION B, QUESTION 12c	HLSR distributes a conflict of interest/Form 990 questionnaire annually. The completed questionnaires are reviewed by HLSR's general counsel and are provided to accounting for disclosure on the tax return where appropriate.
COMPENSATION POLICY	PART VI, SECTION B, QUESTION 15b	Houston Livestock Show and Rodeo has a compensation committee which reviews performance of the CEO annually. The compensation committee recommends or reviews and approves compensation for the CEO and all of senior management. The committee uses compensation studies done by outside consultants in their decision making process.
DOCUMENTS MADE AVAILABLE TO THE PUBLIC	PART VI, SECTION C, QUESTION 19	HLSR's governing documents, conflicts of interest policy, and financial statements are made available to the public by request. In addition, summarized financials are available on the Show's website (www.hlsr.com).
OFFICER AND DIRECTOR RELATIONS	PART VI, SECTION A, QUESTION 2	THE FOLLOWING OFFICERS AND DIRECTORS HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER: WORK FOR PEARCE INDUSTRIES: RICHARD BEAN LOUIS M. PEARCE GARY M. PEARCE JIM EPPS BOARD MEMBERS OF HOUSTON FARM & RANCH CLUB: DAVID BOOTHE G.W. 'JERRY' KENT KENNETH M. HUCHERSON OWNERS OF A STORAGE FACILITY: DAVID BOOTHE RED GRIFFIN DENNIS STEGER BOARD MEMBERS OF 100 CLUB OF HOUSTON: CLAIR BRANCH DARRYL A. SCHROEDER JAMES M. 'JIM' CLEPPER JERRY CREWS JOHN J. MONTALBANO JOHN VAN DE WIELE J.L. 'BUBBA' BUTERA JERRY JOHNSTON ANDREW JOHN R. BRANIFF GEORGE A DEMONTROND III ROSS D MARGRAVES GARRY L PLOTKIN FREEMAN B DUNN CLARENCE F. KENDALL II WORK FOR CASETECH INTERNATIONAL: LARRY CARROLL LON RANDAZZO WORK AS REAL ESTATE BROKER: JERRY M. CREWS ED MCMAHON BOARD MEMBERS FOR ELVES AND MORE CHARITY: TOM C. DAVIS J.M. CLEPPER PHILLIP LEGGETT SELLS TO D.L. DOYLE CONSTRUCTION CO: CARL DETERING JR. DOUGLAS DOYLE EMPLOYED BY D.L. DOYLE CONSTRUCTION CO: DOUGLAS DOYLE JAMES R TAYLOR EMPLOYED BY CANNONBALL TRUCKING, INC: RONALD EUBANKS JIM LIGHTFOOT PARTNERS IN JOINT REAL ESTATE VENTURES: KEN JACOBSON GERALD LYNN NUNEZ EMPLOYED BY HOMETRUST MORTGAGE: KEN JACOBSON JAMES MUSHINSKI GERALD LYNN NUNEZ BOARD OF DIRECTORS OF MYFRIENDS FOUNDATION LUCKY LONG DON NEUENSCHWANDER DAVID MOUTON, M.D. MIKE WELLS SHAREHOLDERS OF LEISURE TRAVEL ALLIANCE, INC. MICHAEL MCKINNEY JAMES PARISH JOE VAN MATRE STUART GODWIN CLAY PARKER BILL LAWLER JOHN SMITH HUGH SUTTON J. STEVE ALDRIDGE EMPLOYED BY MONTALBANO LUMBER CO: YANCE MONTALBANO JOHN MONTALBANO EMPLOYED BY METRO VALUATION SERVICES: GERALD LYNN NUNEZ JAMES MUSHINSKI WORKS AT JOHN L. WORTHAM & SON, LP: JACK LYONS ROBERT E. PAINE BOARD OF DIRECTORS OF HARRIS COUNTY SPORTS & CONVENTION CENTER: BILL TEAGUE JOHN MONTALBANO BOARD OF DIRECTORS OF MARY J. HAMILTON, CON DIOS FOUNDATION: ANDREW VAVRA TOM DAVIS PHILLIP LEGGETT SAM AYERS BOARD OF TRUSTEES OF TEXAS 4-H YOUTH DEVELOPMENT FOUNDATION: JOHN WADE BARRON HOBBS DIRECTORS AND MEMBERS OF EXECUTIVE COMMITTEE OF TITLE DATA, INC: JAMES WINDHAM E.D. LESTER RESIDENTIAL GENERAL CONTRACTOR FOR HLSR: GERAULT CARRUTH DIRECTORS AND SHAREHOLDERS OF AGGREDYNE, INC.: ROBERT HUX BRADY CARRUTH RED GRIFFIN DENNIS STEGER JOE VAN MATRE BOARD OF DIRECTORS OF CATHOLIC CHARITIES OF THE ARCHDIOCESE OF GALVESTON-HOUSTON: KEVIN RECH JEFFREY HILDEBRAND WORKS FOR CAMP CONSTRUCTION: ROGER CAMP MIKE KOCH BOARD OF DIRECTORS OF THE MONTGOMERY COUNTY FAIR: DON BUCKALEW JOHN CAUSEY ANDREW CANTU ROBERT DAVIS BUSINESS RELATIONSHIP WITH C. DAVIS BROTHERS CONSTRUCTION: ANDREW VAVRA TOM DAVIS BOB DAVIS OWNERS OF AUTO GLASS INSTALLERS: JOE BRUCE HANCOCK LARRY KERBOW WORK FOR SIGNTEX IMAGING LP: J.M. CLEPPER (FATHER) MICHAEL E CLEPPER (SON) OWNERS OF DAVIS BROTHERS CONSTRUCTION: ROBERT DAVIS (BROTHER) TOM C. DAVIS (BROTHER) OWNERS OF DUNN ENTERPRISES: FREEMAN DUNN (FATHER) W.T. DUNN (SON) COMMON OWNERSHIP IN SEVERAL BUSINESSES: DAVIS SCOTT HINSLEY (BROTHER) RAY HINSLEY (BROTHER) 25% INTEREST IN FAMILY LTD PARTNERSHIP: JAMES GROVER KELLEY (BROTHER) NANO KELLEY SCHERRIEB (SISTER) OWNERS OF LANG INVESTIGATIONS: DANNY LANG SR. (FATHER) DANNY LANG JR. (SON) OWNERS OF RM BROTHERS DEVELOPMENT LLC: ROY MARSH (BROTHER) ROBERT MARSH (BROTHER) OWNERS OF MELTON ELECTRIC, INC: CHARLES MELTON (FATHER) MARK MELTON (SON) OWNERS OF PEARCE INDUSTRIES: LOUIS M PEARCE (FATHER) GARY PEARCE (SON) EMPLOYED BY WM JONES: WILLIAM M JONES (FATHER) MICHAEL JEFFREY JONES (SON) THE FOLLOWING OFFICERS AND DIRECTORS HAVE A FAMILY RELATIONSHIP WITH EACH OTHER: JOE VARA (UNCLE) MARIE D. ARCOS (NIECE) JERRY ANDREW (MOTHER) KAKI HERD (DAUGHTER) NATHAN M. BROWN (FATHER) TERRY BROWN (SON) PETER RUMAN (FATHER-IN-LAW) KELLEY CHISHOLM (SON-IN-LAW) MICHAEL A. CURLEY (FATHER) MICHAEL C. CURLEY (SON) H.H. MOORE (FATHER-IN-LAW) ERNST DAVIS (SON-IN-LAW) TOM DOMPIER (FATHER) SHELLY MULANAX (DAUGHTER) ROY ELLEDGE (FATHER) BRENDA SHORT (STEP-DAUGHTER) SUZANNE EPPS (MOTHER) JAMES C. EPPS (SON) TOMMY HILDEBRAND (FATHER) JEFF HILDEBRAND (SON) G.R. "RAY" HINSLEY (BROTHER) D. SCOTT HINSLEY (BROTHER) LIZ JAMESON (SISTER-IN-LAW) PAT GILBERT (BROTHER-IN-LAW) WILLIAM JONES (FATHER) MICHAEL J. JONES (SON) G.W. KENT (BROTHER) J.D. KENT (BROTHER) DANNY LANG SR (UNCLE) STUART LANG III (NEPHEW) DANNY MARBURGER (FATHER) RICHARD MARBURGER (SON) WILLARD MERCIER (FATHER-IN-LAW) EDWARD SCHULZ (SON-IN-LAW) KEN C. MOURSUND (BROTHER-IN-LAW) JOHN PORTER WADE (BROTHER-IN-LAW) H.H. MOORE (FATHER-IN-LAW) ROB NEBLETT (SON-IN-LAW) EDWARD SCHULZ (FATHER-IN-LAW) JEFFREY HAYES (SON-IN-LAW) R.L. BUD O'SHIELES (FATHER) KELLY O'SHIELES (DAUGHTER) PAT PENNINGTON (BROTHER-IN-LAW) CATHY CUNDIFF (SISTER-IN-LAW, STAFF MEMBER) I.H. PERRY (FATHER) PAT PERRY (SON) W.C. SARTWELLE (FATHER) ELISE SARTWELLE (DAUGHTER) JAMES SARTWELLE (UNCLE) ELISE SARTWELLE (NIECE) W.C. SARTWELLE (BROTHER) JAMES SARTWELLE (BROTHER) JERROL SPRINGER (HUSBAND) PAM SPRINGER (WIFE) R.H. STEVENS (FATHER-IN-LAW) JAMES R TAYLOR (SON-IN-LAW) MARY ELLEN VERBOIS (SISTER-IN-LAW) JOEL VERBOIS (BROTHER-IN-LAW) PERRY MICHAEL WELLS (FATHER) PERRY MICHAEL WELLS, JR (SON) PERRY MICHAEL WELLS (FATHER) C. THOMPSON WELLS (SON) PERRY MICHAEL WELLS JR (BROTHER) C. THOMPSON WELLS (BROTHER)
EXPLANATION OF COMBINED AUDIT REPORT	PART XI, QUESTION 2D; PART IV, QUESTION 12	The Houston Livestock Show & Rodeo, Inc., The Houston Livestock Show & Rodeo Educational Fund (EIN: 76-0260204) and Corral Club, Inc. (EIN: 74-2079763) have a combined audit report. Houston Livestock Show & Rodeo, Inc. has an audit committee charged with responsibility for the oversight of the combined audited financial statements and the selection of an independent accountant.
EXECUTIVE COMMITTEE EXPLANATION	PART VI, QUESTION 6, 7, 7B	An executive committee is elected by the HLSR Board of Directors. The purpose of the executive committee is to give immediate aid, counsel and authority to the officers and managers of HLSR and to carry out the rules, regulations, purposes and policies of the Board of Directors. The executive committee reports to and is responsible directly to the Board of Directors. During the interval between meetings of the Board of Directors, the executive committee possesses and may exercise the powers of the Board of Directors necessary or convenient for the management, control and direction of the business and affairs of HLSR.
CHANGES IN NET ASSETS OR FUND BALANCES	part xi, question 5	NET UNREALIZED GAIN (LOSS) ON INVESTMENTS 2,509,386 PENSION COST (2,413,744) ------------ TOTAL 95,642
OTHER EXPENSES	FORM 990 PART IX	DESCRIPTION:OTHER EXPENSES TOTAL EXPENSES:8718174 PROGRAM SERVICES:7428612 MANAGEMENT AND GENERAL:201458 FUNDRAISING:1088104

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2011

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

2011

Open to Public Inspection

Name of the organization

HOUSTON LIVESTOCK SHOW AND RODEO INC

Employer identification number

74-1142851

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) HLSR EDUCATIONAL FUND 8334 FANNIN ST HOUSTON,TX77054 76-0260204	SCHOLARSHIPS	TX	501(c)(3)	11	NA		No
(2) HLSR INSTITUTE FOR TEACHER EXCELLENCE 8334 FANNIN ST HOUSTON,TX77054 76-0539447	EDUCATION	TX	501(c)(3)	11	NA		No
(3) HLSR ENDOWMENT FOUNDATION 8334 FANNIN ST HOUSTON,TX77054 20-3612828	SCHOLARSHIPS	TX	501(c)(3)	11	NA		No
(4) HHSB INC 8334 FANNIN ST HOUSTON,TX77054 30-0721227	PUBLIC FAIR	TX	501(C)(3)	11	NA		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2011

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
(1) CORRAL CLUB INC 8334 FANNIN ST HOUSTON,TX77054 74-2079763	BAR OPERATION	TX	NA	C CORP	0	0

Schedule R (Form 990) 2011

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 related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

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

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

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

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

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

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

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

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

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

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

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

Yes

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

Yes

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

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

Yes

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

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

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

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved
(1) HLSR EDUCATIONAL FUND	B, M,	9,573,687
(2) Corral Club	M, N,	1,248,651
(3)
(4)
(5)
(6)

Schedule R (Form 990) 2011

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2011

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: